Common use of Non-Competition Clause in Contracts

Non-Competition. During the Period of Employment hereunder, and in the event the Employee’s employment is terminated pursuant to subparagraphs 10.2 or 10.3 hereof, then for the later of (a) one year thereafter or (b) the period during which compensation or benefits are being provided pursuant to this Agreement after its termination, the Employee will not directly for himself or herself or any third party, become engaged in any business or activity which is directly in competition with any services or financial products sold by, or any business or activity engaged in by, the Company or the Bank, including, without limitation, any business or activity engaged in by any federally or state chartered bank, savings bank, savings and loan association, trust company and/or credit union, and/or any services or financial products sold by such entities, including, without limitation, the taking and accepting of deposits, the provision of trust services, the making of loans and/or the extension of credit, brokering loans and/or leases and the provision of insurance and investment services, within a 25 mile radius of any office or facility of the Company, the Bank or any of their Affiliates. This provision shall not restrict the Employee from owning or investing in publicly traded securities of financial institutions, so long as his or her aggregate holdings in any financial institution do not exceed ten percent (10%) of the outstanding capital stock of such institution. During the Period of Employment hereunder, and for a period of two years thereafter no matter the reason of termination, the Employee will not solicit any person who was a customer of the Company or the Bank during the period of the Employee’s employment hereunder, or solicit potential customers who are or were identified through leads developed during the course of employment with the Company or the Bank, or otherwise divert or attempt to divert any existing business of the Company or the Bank within any area of 100 miles of any office or facility of the Company, the Bank or any of their Affiliates. The Employee will not, either during the Period of Employment hereunder or for a period of two years thereafter directly for himself or any third party, solicit, induce, recruit or cause another person in the employment of the Bank, the Company or any of their Affiliates to terminate his or her employment for the purposes of joining, associating, or becoming employed with any business or activity which is in competition with any services or financial products sold, or any business or activity engaged in, by Company or the Bank. The Employee understands that in the event of a violation of any provision of this Agreement, the Company or the Bank shall have the right to seek injunctive relief, in addition to any other existing rights provided in this Agreement or by operation of law, without the requirement of posting bond. The remedies provided in this paragraph shall be in addition to any legal or equitable remedies existing at law or provided for in any other agreement between the Employee, the Bank or the Company, and shall not be construed as a limitation upon, or as an alternative or in lieu of, any such remedies. If any provisions of this paragraph shall be determined by a court of competent jurisdiction to be unenforceable in part by reason of it being too great a period of time or covering too great a geographical area, it shall be in full force and effect as to that period of time or geographical area determined to be reasonable by the court.

Non-Competition. During By and in consideration of the Period of Company’s entering into this Employment Agreement and the payments to be made and benefits to be provided by the Company hereunder, and in further consideration of the event Executive’s exposure to the Employee’s employment is terminated pursuant to subparagraphs 10.2 or 10.3 hereof, then for Confidential Information of the later of (a) one year thereafter or (b) the period during which compensation or benefits are being provided pursuant to this Agreement after Company and its terminationAffiliates, the Employee will not Executive agrees that the Executive shall not, during the Term and for a period of twelve (12) months thereafter (the “Restriction Period”), directly for himself or herself or any third partyindirectly, become engaged in any business or activity which is directly in competition with any services or financial products sold own, manage, operate, join, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any business or activity engaged in by, the Company or the Bankmanner with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, partner, or investor in, any Restricted Enterprise (as defined below); provided, that in no event shall ownership of one percent (1%) or less of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 4.2, so long as the Executive does not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a stockholder thereof. For purposes of this paragraph, “Restricted Enterprise” shall mean any Person that is actively engaged in any business which is either (i) in competition with the business of the Company or activity any of its Affiliates conducted during the preceding twelve (12) months (or following the Term, the twelve (12) months preceding the last day of the Term), or (ii) proposed to be conducted by the Company or any of its Affiliates in the Company’s or Affiliate’s business plan as in effect at that time (or following the Term, the business plan as in effect as of the last day of the Term); provided, that (x) with respect to any Person that is actively engaged in by the refinery business, a Restricted Enterprise shall only include such a Person that operates or markets in any federally geographic area in which the Company or state chartered bankany of its Affiliates operates or markets with respect to its refinery business and (y) with respect to any Person that is actively engaged in the fertilizer business, savings banka Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Affiliates operates or markets with respect to its fertilizer business. During the Restriction Period, savings and loan association, trust company and/or credit union, and/or any services or financial products sold by such entities, including, without limitation, the taking and accepting of deposits, the provision of trust services, the making of loans and/or the extension of credit, brokering loans and/or leases and the provision of insurance and investment services, within a 25 mile radius of any office or facility upon request of the Company, the Bank or any Executive shall notify the Company of their Affiliatesthe Executive’s then-current employment status. This provision For the avoidance of doubt, a Restricted Enterprise shall not restrict include any Person or division thereof that is engaged in the Employee from owning or investing in publicly traded securities of financial institutions, so long as his or her aggregate holdings in any financial institution do not exceed ten percent (10%) of the outstanding capital stock of such institution. During the Period of Employment hereunder, and for a period of two years thereafter no matter the reason of termination, the Employee will not solicit any person who was a customer of the Company or the Bank during the period of the Employee’s employment hereunder, or solicit potential customers who are or were identified through leads developed during the course of employment with the Company or the Bank, or otherwise divert or attempt to divert any existing business of the Company supplying (but not refining) crude oil or the Bank within any area of 100 miles of any office or facility of the Company, the Bank or any of their Affiliates. The Employee will not, either during the Period of Employment hereunder or for a period of two years thereafter directly for himself or any third party, solicit, induce, recruit or cause another person in the employment of the Bank, the Company or any of their Affiliates to terminate his or her employment for the purposes of joining, associating, or becoming employed with any business or activity which is in competition with any services or financial products sold, or any business or activity engaged in, by Company or the Bank. The Employee understands that in the event of a violation of any provision of this Agreement, the Company or the Bank shall have the right to seek injunctive relief, in addition to any other existing rights provided in this Agreement or by operation of law, without the requirement of posting bond. The remedies provided in this paragraph shall be in addition to any legal or equitable remedies existing at law or provided for in any other agreement between the Employee, the Bank or the Company, and shall not be construed as a limitation upon, or as an alternative or in lieu of, any such remedies. If any provisions of this paragraph shall be determined by a court of competent jurisdiction to be unenforceable in part by reason of it being too great a period of time or covering too great a geographical area, it shall be in full force and effect as to that period of time or geographical area determined to be reasonable by the courtnatural gas.

Non-Competition. During By and in consideration of the Period of Employment hereunderCompany’s entering into this Agreement, and in further consideration of the event Participant’s exposure to the Employee’s employment is terminated pursuant to subparagraphs 10.2 or 10.3 hereofConfidential Information of the Group, then for the later of (a) one year thereafter or (b) Participant agrees that the Participant shall not, during the period during which compensation of the Participant’s Service and for [twelve (12)] [twenty-four (24)] months following the termination thereof, regardless of the reason for such termination and regardless of whether the Participant is then entitled to receive any severance benefits (the “Restriction Period”), directly or benefits are being provided pursuant to this Agreement after its terminationindirectly, the Employee will not directly for himself or herself or any third partyown, become engaged in any business or activity which is directly in competition with any services or financial products sold manage, operate, join, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any business or activity engaged in by, the Company or the Bankmanner with, including, without limitation, holding any business position as a stockholder, director, officer, consultant, independent contractor, employee, partner, or activity engaged investor in, any Restricted Enterprise (as defined below); provided, that in by no event shall ownership of one percent (1%) or less of the outstanding securities of the limited partnership interest in any federally private equity fund, hedge fund or state chartered bank, savings bank, savings and loan association, trust company and/or credit union, and/or venture capital fund or any services or financial products sold by such entities, including, without limitation, the taking and accepting of deposits, the provision of trust services, the making of loans and/or the extension of credit, brokering loans and/or leases and the provision of insurance and investment services, within a 25 mile radius class of any office or facility of issuer whose securities are registered under the CompanyExchange Act, the Bank or any of their Affiliates. This provision shall not restrict the Employee from owning or investing in publicly traded securities of financial institutionsstanding alone, be prohibited by this Section 6(b), so long as his the Participant does not have, or her aggregate holdings in exercise, any financial institution do rights to manage or operate the business of such fund or issuer other than rights as a limited partner or stockholder thereof. For purposes of this Section 6(b), “Restricted Enterprise” shall mean any enterprise (including, but not exceed ten percent (10%) limited to, any enterprise related to the business of acquiring, developing, investing, structuring or managing retail net lease real estate properties and any other lines of business any member of the outstanding capital stock of such institution. During the Period of Employment hereunderGroup is participating in, and for a period of two years thereafter no matter the reason of terminationor has taken substantive steps towards participating in, the Employee will not solicit any person who was a customer as of the date hereof) that is competitive with the business conducted by the Company and its direct or the Bank indirect subsidiaries, partnerships and joint ventures during the period of Participant’s Service, within the Employee’s employment hereunderUnited States and anywhere outside the United States where the Company and its direct or indirect subsidiaries, or solicit potential customers who are or were identified through leads developed partnerships and joint ventures operated during the course of employment with the Company or the Bank, or otherwise divert or attempt to divert any existing business of the Company or the Bank within any area of 100 miles of any office or facility of the Company, the Bank or any of their Affiliates. The Employee will not, either during the Period of Employment hereunder or for a period of two years thereafter directly for himself or any third party, solicit, induce, recruit or cause another person in the employment of the Bank, the Company or any of their Affiliates to terminate his or her employment for the purposes of joining, associating, or becoming employed with any business or activity which is in competition with any services or financial products sold, or any business or activity engaged in, by Company or the Bank. The Employee understands that in the event of a violation of any provision of this Agreement, the Company or the Bank shall have the right to seek injunctive relief, in addition to any other existing rights provided in this Agreement or by operation of law, without the requirement of posting bond. The remedies provided in this paragraph shall be in addition to any legal or equitable remedies existing at law or provided for in any other agreement between the Employee, the Bank or the Company, and shall not be construed as a limitation upon, or as an alternative or in lieu of, any such remedies. If any provisions of this paragraph shall be determined by a court of competent jurisdiction to be unenforceable in part by reason of it being too great a period of time or covering too great a geographical area, it shall be in full force and effect as to that period of time or geographical area determined to be reasonable by the courtParticipant’s Service.

Non-Competition. During the Period of Employment hereunder, and in the event the Employee’s employment is terminated pursuant to subparagraphs 10.2 or 10.3 hereof, then for the later of (a) one year thereafter or (b) the period during which compensation or benefits are being provided pursuant to this Agreement after its termination, the Employee will not directly for himself or herself or any third party, become engaged in any business or activity which is directly in competition with any services or financial products sold by, or any business or activity engaged in by, the Company or the Bank, including, without limitation, any business or activity engaged in by any federally or state chartered bank, savings bank, savings and loan association, trust company and/or credit union, and/or any services or financial products sold by such entities, including, without limitation, the taking and accepting of deposits, the provision of trust services, the making of loans and/or the extension of credit, brokering loans and/or leases and the provision of insurance and investment services, within a 25 mile radius of any office or facility of the Company, the Bank or any of their Affiliates. This provision shall not restrict the Employee from owning or investing in publicly traded securities of financial institutions, so long as his or her aggregate holdings in any financial institution do not exceed ten percent (10%) of the outstanding capital stock of such institution. During the Period of Employment hereunder, Term and for a period of two years thereafter no matter twelve (12) months following the reason of termination, the Employee will not solicit any person who was a customer of the Company or the Bank during the period termination of the Employee’s employment hereunderif such employment termination was pursuant to Section 5.1 or Section 5.2, or solicit potential customers who are twenty-four (24) months following the termination of the Employee’s employment termination if such employment termination was pursuant to Section 5.3 (the “Non-Compete Period”), the Employee shall not, directly or were identified through leads developed during the course indirectly, whether individually, as a director, manager, member, stockholder, partner, owner, employee, consultant or agent of employment with the Company or the Bankany business, or otherwise divert or attempt to divert in any existing business other capacity, other than on behalf of the Company or its Affiliates, organize, establish, own, operate, manage, control, engage in, participate in, invest in, permit his name to be used by, act as a consultant or advisor to, render services for (alone or in association with any person, firm, corporation or business organization), or otherwise assist any person or entity that engages in or owns, invests in, operates, manages or controls any venture or enterprise which engages or proposes to engage in (a) the Bank sale, distribution, manufacturing and/or design of structural metal components and assemblies for the automotive industry, or (b) any other business conducted by the Company, any other member of the Company Group or any of their respective Affiliates on the date of the Employee’s termination of employment or within any area of 100 miles of any office twelve (12) months after the Employee’s employment termination if such employment termination was pursuant to Section 5.1 or facility of Section 5.2, or twenty-four (24) months after the Employee’s employment termination if such employment termination was pursuant to Section 5.3, in the geographic locations where the Company, the Bank or any of their Affiliates. The Employee will not, either during the Period of Employment hereunder or for a period of two years thereafter directly for himself or any third party, solicit, induce, recruit or cause another person in the employment other members of the BankCompany Group and/or their respective Affiliates engage or propose to engage in such business (the “Business”). Notwithstanding the foregoing, nothing in this Agreement shall prevent the Company or any of their Affiliates Employee from owning for passive investment purposes not intended to terminate his or her employment for the purposes of joining, associating, or becoming employed with any business or activity which is in competition with any services or financial products sold, or any business or activity engaged in, by Company or the Bank. The Employee understands that in the event of a violation of any provision of circumvent this Agreement, less than five percent (5%) of the Company publicly traded common equity securities of any company engaged in the Business (so long as the Employee has no power to manage, operate, advise, consult with or control the Bank shall have the right competing enterprise and no power, alone or in conjunction with other affiliated parties, to seek injunctive reliefselect a director, in addition to any other existing rights provided in this Agreement or by operation of lawmanager, without the requirement of posting bond. The remedies provided in this paragraph shall be in addition to any legal or equitable remedies existing at law or provided for in any other agreement between the Employee, the Bank or the Company, and shall not be construed as a limitation upongeneral partner, or as an alternative or similar governing official of the competing enterprise other than in lieu of, connection with the normal and customary voting powers afforded the Employee in connection with any such remedies. If any provisions of this paragraph shall be determined by a court of competent jurisdiction to be unenforceable in part by reason of it being too great a period of time or covering too great a geographical area, it shall be in full force and effect as to that period of time or geographical area determined to be reasonable by the courtpermissible equity ownership).

Non-Competition. During By and in consideration of the Period of Employment hereunderCompany entering into this Agreement, and in further consideration of the event Executive’s exposure to the Employee’s employment is terminated pursuant to subparagraphs 10.2 or 10.3 hereof, then for the later of (a) one year thereafter or (b) the period during which compensation or benefits are being provided pursuant to this Agreement after its terminationConfidential Information, the Employee will not Executive agrees that the Executive shall not, during the Employment Period and thereafter during the Restriction Period (as defined below), directly for himself or herself or any third partyindirectly, become engaged in any business or activity which is directly in competition with any services or financial products sold own, manage, operate, join, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any business or activity engaged in by, the Company or the Bankmanner with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, partner, or investor in, any Restricted Enterprise (as defined below); provided, that, in no event shall (y) ownership by the Executive of two percent (2%) or less of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 4.2, so long as the Executive does not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a shareholder thereof or activity (z) being employed by an entity, standing alone, be prohibited by this Section 4.2, so long as the entity has more than one discrete and readily distinguishable part of its business and the Executive’s duties are not at or involving the part of the entity’s business that is actively engaged in by a Restricted Enterprise. For purposes of this paragraph, (1) “Restricted Enterprise” shall mean any federally Person that is engaged, directly or state chartered bankindirectly, savings bank, savings and loan association, trust company and/or credit union, and/or in a business which is in material competition with a material business of the Company or any of its affiliates in any designated market area (“DMA”) in which the Company or any of its affiliates markets any of its services or financial products sold by such entities, including, without limitation(i) conducted during the preceding twelve (12) months (or following the Executive’s termination of employment, the taking twelve (12) months preceding the date of termination of the Executive’s employment with the Company) and accepting (2) “Restriction Period” shall mean a period of depositstwelve (12) months following the Executive’s termination of employment for any reason during the Employment Period. During the Restriction Period, the provision of trust services, the making of loans and/or the extension of credit, brokering loans and/or leases and the provision of insurance and investment services, within a 25 mile radius of any office or facility upon request of the Company, the Bank or any of their Affiliates. This provision Executive shall not restrict notify the Employee from owning or investing in publicly traded securities of financial institutions, so long as his or her aggregate holdings in any financial institution do not exceed ten percent (10%) Company of the outstanding capital stock of such institution. During the Period of Employment hereunder, and for a period of two years thereafter no matter the reason of termination, the Employee will not solicit any person who was a customer of the Company or the Bank during the period of the EmployeeExecutive’s then-current employment hereunder, or solicit potential customers who are or were identified through leads developed during the course of employment with the Company or the Bank, or otherwise divert or attempt to divert any existing business of the Company or the Bank within any area of 100 miles of any office or facility of the Company, the Bank or any of their Affiliates. The Employee will not, either during the Period of Employment hereunder or for a period of two years thereafter directly for himself or any third party, solicit, induce, recruit or cause another person in the employment of the Bank, the Company or any of their Affiliates to terminate his or her employment for the purposes of joining, associating, or becoming employed with any business or activity which is in competition with any services or financial products sold, or any business or activity engaged in, by Company or the Bank. The Employee understands that in the event of a violation of any provision of this Agreement, the Company or the Bank shall have the right to seek injunctive relief, in addition to any other existing rights provided in this Agreement or by operation of law, without the requirement of posting bond. The remedies provided in this paragraph shall be in addition to any legal or equitable remedies existing at law or provided for in any other agreement between the Employee, the Bank or the Company, and shall not be construed as a limitation upon, or as an alternative or in lieu of, any such remedies. If any provisions of this paragraph shall be determined by a court of competent jurisdiction to be unenforceable in part by reason of it being too great a period of time or covering too great a geographical area, it shall be in full force and effect as to that period of time or geographical area determined to be reasonable by the courtstatus.

Non-Competition. During By and in consideration of the Period of Company’s entering into this Employment Agreement and the payments to be made and benefits to be provided by the Company hereunder, and in further consideration of the event Executive’s exposure to the EmployeeConfidential Information of the Company and its affiliates, the Executive agrees that the Executive shall not, during the Executive’s employment is terminated pursuant to subparagraphs 10.2 with the Company (whether during the Term or 10.3 hereofthereafter) and for a period of twelve (12) months thereafter (the “Restriction Period”), then for the later of (a) one year thereafter directly or (b) the period during which compensation or benefits are being provided pursuant to this Agreement after its terminationindirectly, the Employee will not directly for himself or herself or any third partyown, become engaged in any business or activity which is directly in competition with any services or financial products sold manage, operate, join, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any business or activity engaged in by, the Company or the Bankmanner with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, partner, or investor in, any Restricted Enterprise (as defined below); provided, that in no event shall ownership of one percent (1%) or less of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 4.2, so long as the Executive does not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a stockholder thereof. For purposes of this paragraph, “Restricted Enterprise” shall mean any Person that is actively engaged in any business which is either (i) in competition with the business of the Company or activity any of its Subsidiaries conducted during the preceding twelve (12) months (or following the Executive’s termination of employment, the twelve (12) months preceding the date of termination of the Executive’s employment with the Company) or (ii) proposed to be conducted by the Company or any of its Subsidiaries in the Company’s business plan as in effect at that time (or following the Executive’s termination of employment, the business plan as in effect as of the date of termination of the Executive’s employment with the Company); provided, that (x) with respect to any Person that is actively engaged in by the refinery business, a Restricted Enterprise shall only include such a Person that operates or markets in any federally geographic area in which the Company or state chartered bankany of its Subsidiaries operates or markets with respect to its refinery business and (y) with respect to any Person that is actively engaged in the fertilizer business, savings banka Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its fertilizer business. During the Restriction Period, savings and loan association, trust company and/or credit union, and/or any services or financial products sold by such entities, including, without limitation, the taking and accepting of deposits, the provision of trust services, the making of loans and/or the extension of credit, brokering loans and/or leases and the provision of insurance and investment services, within a 25 mile radius of any office or facility upon request of the Company, the Bank or any Executive shall notify the Company of their Affiliatesthe Executive’s then-current employment status. This provision For the avoidance of doubt, a Restricted Enterprise shall not restrict include any Person or division thereof that is engaged in the Employee from owning or investing in publicly traded securities of financial institutions, so long as his or her aggregate holdings in any financial institution do not exceed ten percent (10%) of the outstanding capital stock of such institution. During the Period of Employment hereunder, and for a period of two years thereafter no matter the reason of termination, the Employee will not solicit any person who was a customer of the Company or the Bank during the period of the Employee’s employment hereunder, or solicit potential customers who are or were identified through leads developed during the course of employment with the Company or the Bank, or otherwise divert or attempt to divert any existing business of the Company supplying (but not refining) crude oil or the Bank within any area of 100 miles of any office or facility of the Company, the Bank or any of their Affiliates. The Employee will not, either during the Period of Employment hereunder or for a period of two years thereafter directly for himself or any third party, solicit, induce, recruit or cause another person in the employment of the Bank, the Company or any of their Affiliates to terminate his or her employment for the purposes of joining, associating, or becoming employed with any business or activity which is in competition with any services or financial products sold, or any business or activity engaged in, by Company or the Bank. The Employee understands that in the event of a violation of any provision of this Agreement, the Company or the Bank shall have the right to seek injunctive relief, in addition to any other existing rights provided in this Agreement or by operation of law, without the requirement of posting bond. The remedies provided in this paragraph shall be in addition to any legal or equitable remedies existing at law or provided for in any other agreement between the Employee, the Bank or the Company, and shall not be construed as a limitation upon, or as an alternative or in lieu of, any such remedies. If any provisions of this paragraph shall be determined by a court of competent jurisdiction to be unenforceable in part by reason of it being too great a period of time or covering too great a geographical area, it shall be in full force and effect as to that period of time or geographical area determined to be reasonable by the courtnatural gas.

Non-Competition. During To further preserve the Period rights of Employment hereunderCompany pursuant to Section 8 above, and in the event the Employee’s employment is terminated pursuant to subparagraphs 10.2 or 10.3 hereof, then for the later of (a) one year thereafter or (b) the period during which compensation or benefits are being provided pursuant to consideration promised by Company under this Agreement after its termination, the Employee will not directly for himself or herself or any third party, become engaged in any business or activity which is directly in competition with any services or financial products sold by, or any business or activity engaged in by, the Company or the Bank, including, without limitation, any business or activity engaged in by any federally or state chartered bank, savings bank, savings and loan association, trust company and/or credit union, and/or any services or financial products sold by such entitiesAgreement, including, without limitation, the taking and accepting Term of depositsemployment, the provision of trust services, the making of loans and/or the extension of credit, brokering loans and/or leases and the provision of insurance and investment services, within a 25 mile radius of any office or facility of the Company, the Bank or any of their Affiliates. This provision shall not restrict the Employee from owning or investing in publicly traded securities of financial institutions, so long as his or her aggregate holdings in any financial institution do not exceed ten percent (10%) of the outstanding capital stock of such institution. During the Period of Employment hereunder, during Executive’s employment with Company and for a period of two years thereafter no matter one (1) year thereafter, regardless of the reason for termination of terminationemployment, Executive will not, directly or indirectly, as an owner, director, principal, agent, officer, employee, partner, consultant, servant, or otherwise, carry on, operate, manage, control, or become involved in any manner with any business, operation, corporation, partnership, association, agency, or other person or entity which is in the Employee will same business as Company in any location in which Company, or any subsidiary or affiliate of Company, operates or has plans or has projected to operate or does business during Executive’s employment with Company. The foregoing shall not solicit any person who was a customer prohibit Executive from owning up to 5.0% of the outstanding stock of any publicly held company. Notwithstanding the foregoing, after Executive’s employment with Company has terminated, upon receiving written permission by the Board or its designee, Executive shall be permitted to engage in such competing activities that would otherwise be prohibited by this covenant if such activities are determined in the Bank sole discretion of the Board or its designee in good faith to be immaterial to the operations of Company, or any subsidiary or affiliate of Company. To further preserve the rights of Company pursuant to Section 8 above, and for the consideration promised by Company under this Agreement, not to include any Severance Payment, during the term of Executive’s employment with Company and for a period of one (1) year thereafter, regardless of the Employee’s employment hereunderreason for termination of employment, Executive will not, directly or indirectly, either for himself or for any other business, operation, corporation, partnership, association, agency, or solicit potential customers who are other person or were identified through leads developed during the course of employment with the Company or the Bankentity, call upon, compete for, solicit, divert, or otherwise divert take away, or attempt to divert or take away current or prospective customers (including, without limitation, any existing business of the Company or the Bank within any area of 100 miles of any office or facility of the customer with whom Company, the Bank or any of their Affiliates. The Employee will not, either during the Period of Employment hereunder or for a period of two years thereafter directly for himself or any third party, solicit, induce, recruit or cause another person in the employment of the Bank, the Company or any of their Affiliates to terminate his or her employment for the purposes of joining, associating, or becoming employed with any business or activity which is in competition with any services or financial products sold, or any subsidiary or affiliate of Company, (i) has an existing agreement or business relationship; (ii) has had an agreement or activity engaged inbusiness relationship within the six-month period preceding Executive’s last day of employment with Company; or (iii) has been included as a prospect by Company, or any subsidiary or affiliate of Company. Company and Executive agree that the restrictions contained in this noncompetition covenant are reasonable in scope and duration and are necessary to protect Company’s business interests and Confidential Information. If any provision of this noncompetition covenant as applied to any party or to any circumstance is adjudged by Company a court or arbitrator to be invalid or unenforceable, the same will in no way affect any other circumstance or the Bankvalidity or enforceability of this Agreement. If any such provision, or any part thereof, is held to be unenforceable because of the scope, duration, or geographic area covered thereby, the Parties agree that the court or arbitrator making such determination shall have the power to reduce the scope and/or duration and/or geographic area of such provision, and/or to delete specific words or phrases, and in its reduced form, such provision shall then be enforceable and shall be enforced. The Employee understands Parties agree and acknowledge that in the event breach of a violation this noncompetition covenant will cause irreparable damage to Company, and upon breach of any provision of this Agreementnoncompetition covenant, the Company shall be entitled to injunctive relief, specific performance, or the Bank other equitable relief; provided, however, that this shall in no way limit any other remedies which Company may have (including, without limitation, the right to seek injunctive reliefmonetary damages). Should Executive violate the provisions of this noncompetition covenant, then in addition to any all other existing rights provided in this Agreement or by operation of law, without the requirement of posting bond. The and remedies provided in this paragraph shall be in addition available to any legal or equitable remedies existing Company at law or provided for in any other agreement between the Employeeequity, the Bank or the Company, and shall not be construed as a limitation upon, or as an alternative or in lieu of, any such remedies. If any provisions duration of this paragraph covenant shall automatically be determined by a court of competent jurisdiction to be unenforceable in part by reason of it being too great a extended for the period of time or covering too great a geographical area, it shall be in full force and effect as to that period of time or geographical area determined to be reasonable by the courtfrom which Executive began such violation until he permanently ceases such violation.

Non-Competition. During the Period of Employment hereunder, and in the event the Employee’s employment is terminated pursuant to subparagraphs 10.2 or 10.3 hereof, then for the later of (a) one year thereafter or (b) the period during which compensation or benefits are being provided pursuant to this Agreement after its termination, the Employee will not directly for himself or herself or any third party, become engaged in any business or activity which is directly in competition with any services or financial products sold by, or any business or activity engaged in by, the Company or the Bank, including, without limitation, any business or activity engaged in by any federally or state chartered bank, savings bank, savings and loan association, trust company and/or credit union, and/or any services or financial products sold by such entities, including, without limitation, the taking and accepting of deposits, the provision of trust services, the making of loans and/or the extension of credit, brokering loans and/or leases and the provision of insurance and investment services, within a 25 mile radius of any office or facility of the Company, the Bank or any of their Affiliates. This provision shall not restrict the Employee from owning or investing in publicly traded securities of financial institutions, so long as his or her aggregate holdings in any financial institution do not exceed ten percent (10%) of the outstanding capital stock of such institution. During the Period of Employment hereunder, Term and for a period of two years thereafter no matter six (6) months following the reason termination of terminationthe Executive’s employment for any reason, the Employee will not solicit Executive shall not, whether individually, as a director, manager, member, stockholder, partner, owner, employee, consultant or agent of any person who was a customer business, or in any other capacity, other than on behalf of the Company or the Bank during the period of the Employee’s employment hereundera subsidiary, organize, establish, own, operate, manage, control, engage in, participate in, invest in, permit his name to be used by, act as a consultant or solicit potential customers who are advisor to, render services for (alone or were identified through leads developed during the course of employment in association with the Company any person, firm, corporation or the Bankbusiness organization), or otherwise divert assist any person or attempt entity that engages in or owns, invests in, operates, manages or controls any venture or enterprise which engages or proposes to divert engage in any existing business of the Company or the Bank within any area of 100 miles of any office or facility of the Company, the Bank or any of their Affiliates. The Employee will not, either during the Period of Employment hereunder or for a period of two years thereafter directly for himself or any third party, solicit, induce, recruit or cause another person in the employment of the Bank, conducted by the Company or any of their Affiliates to terminate his its subsidiaries on the date of the Executive’s termination of employment or her within twelve (12) months of the Executive’s termination of employment for the purposes of joining, associating, or becoming employed with any business or activity which is in competition with any services or financial products sold, or any business or activity engaged in, by Company or the Bank. The Employee understands that in the event of a violation of any provision of geographic locations where the Company and its subsidiaries engage or propose to engage in such business (the “Business”). Notwithstanding the foregoing, nothing in this Agreement shall prevent the Executive from (i) owning for passive investment purposes not intended to circumvent this Agreement, less than five percent (5%) of the publicly traded common equity securities of any company engaged in the Business (so long as the Executive has no power to manage, operate, advise, consult with or control the competing enterprise and no power, alone or in conjunction with other affiliated parties, to select a director, manager, general partner, or similar governing official of the competing enterprise other than in connection with the normal and customary voting powers afforded the Executive in connection with any permissible equity ownership), (ii) being employed by or otherwise associated with an organization or entity of which a subsidiary, division, segment, unit, etc. is engaged in the Business (a “Competing Division”), provided that (x) the Executive has no direct or indirect responsibilities or involvement with such Competing Division and (y) the Competing Division does not account for more that five percent (5%) of the gross revenues of such organization or entity for its prior fiscal year or (iii) being employed by or otherwise associated with an organization or entity engaged in the Business; provided that the Business that is competitive with the Company or any of its Subsidiaries does not account for more than five percent (5%) of the Bank shall have gross revenues of the right to seek injunctive relief, in addition to any other existing rights provided in this Agreement or by operation of law, without the requirement of posting bond. The remedies provided in this paragraph shall be in addition to any legal or equitable remedies existing at law or provided for in any other agreement between the Employee, the Bank or the Company, Company and shall not be construed as a limitation upon, or as an alternative or in lieu of, any such remedies. If any provisions of this paragraph shall be determined by a court of competent jurisdiction to be unenforceable in part by reason of it being too great a period of time or covering too great a geographical area, it shall be in full force and effect as to that period of time or geographical area determined to be reasonable by the courtits Subsidiaries.

Non-Competition. During the Period of Employment hereunder, and As described in the event the Employee’s employment is terminated pursuant to subparagraphs 10.2 or 10.3 hereof, then for the later of (aSection 13(a) one year thereafter or (b) the period during which compensation or benefits are being provided pursuant to this Agreement after its termination, the Employee will not directly for himself or herself or any third party, become engaged in any business or activity which is directly in competition with any services or financial products sold by, or any business or activity engaged in byabove, the Company or will provide Executive with confidential information during the Bank, including, without limitation, any business or activity engaged in by any federally or state chartered bank, savings bank, savings and loan association, trust company and/or credit union, and/or any services or financial products sold by such entities, including, without limitation, the taking and accepting term of deposits, this Agreement. In exchange for the provision of trust servicesthis confidential information, and as a part of and aid to the enforcement of Executive’s obligations to keep such information confidential, Executive agrees that during the Restricted Period, the making of loans and/or the extension of credit, brokering loans and/or leases and the provision of insurance and investment servicesExecutive will not, within a 25 mile radius or with respect to the geographical area of the United States, Canada, and any office of the other states, provinces or facility territories within the United States or Canada and any other country, territory, province or state in which the Company operates (including by contracting with customers or suppliers) or could reasonably be anticipated to operate during the Restricted Period (the “Restricted Area”), except in the furtherance of the Company’s Business directly or indirectly own, operate, lease, manage, control, participate in, consult with, advise, permit the Bank Executive’s name to be used by, provide services for, or in any manner engage in (x) any business (including by the Executive or in association with any Person) that creates, designs, invents, engineers, develops, sources, markets, manufactures, distributes or sells any product or provides any service in or into the Restricted Area that may be used as a substitute for or otherwise competes with either the Company’s Business or any product or service of the Company carried out during the period commencing two (2) years prior to the date hereof and ending on the date of termination of the Restricted Period or contemplated during such period to be carried out by the Company or any of their its Affiliates. This provision shall not restrict , (y) any business (including by the Employee from owning Executive or investing in publicly traded securities of financial institutions, so long as his association with any Person) that provides services or her aggregate holdings in products to any financial institution do not exceed ten percent (10%) of the outstanding capital stock of such institution. During the Period of Employment hereunder, and for a period of two years thereafter no matter the reason of termination, the Employee will not solicit any person who was a current or former customer of the Company or its Affiliates that are similar to or competitive with the Bank during the period of the Employee’s employment hereunder, services or solicit potential customers who are or were identified through leads developed during the course of employment with products provided by the Company or its Affiliates to such current or former customers or (z) any activity that is in competition with the Bank, Company’s Business or otherwise divert or attempt to divert any existing other business of the Company or any of its Affiliates; provided that nothing in this Section 13(d) shall be deemed to diminish, amend, affect or otherwise modify any other non-competition agreement or covenant binding on the Bank within any area Executive. Nothing in this Section 13(d) shall prohibit the Executive from owning securities having no more than 2% of 100 miles the outstanding voting power of any office publicly traded competitor, or facility participating as a passive investor in a private investment fund so long as such Executive does not have any active or managerial roles with respect to such investment, and such private investment fund does not own more than 2% of any publicly traded company engaged in the Company, the Bank or any of their Affiliates. The Employee will not, either during the Period of Employment hereunder or for a period of two years thereafter directly for himself or any third party, solicit, induce, recruit or cause another person in the employment of the Bank, the Company or any of their Affiliates to terminate his or her employment for the purposes of joining, associating, or becoming employed with any business or activity which is in competition with any services or financial products sold, or any business or activity engaged in, by Company or the Bank. The Employee understands that in the event of a violation of any provision of this Agreement, the Company or the Bank shall have the right to seek injunctive relief, in addition to any other existing rights provided in this Agreement or by operation of law, without the requirement of posting bond. The remedies provided in this paragraph shall be in addition to any legal or equitable remedies existing at law or provided for in any other agreement between the Employee, the Bank or the Company, and shall not be construed as a limitation upon, or as an alternative or in lieu of, any such remedies. If any provisions of this paragraph shall be determined by a court of competent jurisdiction to be unenforceable in part by reason of it being too great a period of time or covering too great a geographical area, it shall be in full force and effect as to that period of time or geographical area determined to be reasonable by the court’s Business.

Non-Competition. During the Period of Employment hereunder, and in the event the Employee’s employment is Unless previously terminated pursuant to subparagraphs 10.2 Section 4(c) or 10.3 hereof, then for the later of (a) one year thereafter or (b) the period during which compensation or benefits are being provided pursuant to this Agreement after its termination, the Employee will not directly for himself or herself or any third party, become engaged in any business or activity which is directly in competition with any services or financial products sold by, or any business or activity engaged in by, the Company or the Bank, including, without limitation, any business or activity engaged in by any federally or state chartered bank, savings bank, savings and loan association, trust company and/or credit union, and/or any services or financial products sold by such entities, including, without limitation, the taking and accepting of deposits, the provision of trust services, the making of loans and/or the extension of credit, brokering loans and/or leases and the provision of insurance and investment services, within a 25 mile radius of any office or facility of the Company, the Bank or any of their Affiliates. This provision shall not restrict the Employee from owning or investing in publicly traded securities of financial institutions, so long as his or her aggregate holdings in any financial institution do not exceed ten percent (10%4(f) of this Agreement, during the outstanding capital stock of such institution. During the Period of Employment hereunder, Term and for a period of two years thereafter no matter (the reason of termination“Noncompete Period”), Executive shall not, directly or indirectly, either alone or in association with others, own, manage, operate, sell, control or participate in the Employee will not solicit ownership, management, operation, sales or control of, be involved with the development efforts of, serve as a technical advisor to, license intellectual property to, provide services to or in any person who was manner engage in any business that directly competes with any specific business (1) in which the Company and its Affiliates (taken as a customer whole) are materially engaged as of the Company date of Executive’s termination or the Bank during the period of the Employee’s employment hereunder, resignation or solicit potential customers who are or were identified through leads developed during the course of employment with the Company or the Bank, or otherwise divert or attempt to divert any existing business of the Company or the Bank within any area of 100 miles of any office or facility of the Company, the Bank or any of their Affiliates. The Employee will not, either during the Period of Employment hereunder or (2) for a period of two years thereafter directly for himself or any third party, solicit, induce, recruit or cause another person in the employment of the Bank, which the Company or any of their its Affiliates has, within one year prior to terminate his Executive’s termination or her employment for resignation, taken substantial, demonstrable steps to become materially engaged, in which the purposes Company and its Affiliates (taken as a whole), within one year after Executive’s termination or resignation, would reasonably be expected to be materially engaged; provided, however, that Executive may own as a passive investor up to 5.0% of joiningany class of an issuer’s publicly traded securities (as used in this sentence, associating“material” shall mean material to the aggregate results of the Company and its Affiliates taken as a whole). The Noncompete Period shall be extended by the length of any period during which Executive is found by a court or arbitrator to be in breach of the terms of this Section 6(d). Executive acknowledges (i) that the business of the Company and its Affiliates is, and is expected to remain, international in scope and without geographical limitation; (ii) notwithstanding the state of incorporation or becoming employed with principal office of the Company or any business or activity which is in competition with any services or financial products soldof its Affiliates, or any of their respective executives or employees (including Executive), it is expected that the Company and its Affiliates will have business or activity engaged inactivities and have valuable business relationships within its industry throughout the world; and (iii) as part of his responsibilities, by Company or Executive will travel around the Bankworld in furtherance of the Company’s and its Affiliates’ businesses and their relationships. The Employee understands that Accordingly, the restrictions set forth in this Section 6 shall be effective in all cities, counties and states of the event of a violation of any provision of this Agreement, United States and all countries in which the Company or any of its Affiliates has an office or has made commercial sales within 12 months prior to the Bank shall have the right to seek injunctive relief, in addition to any other existing rights provided in this Agreement date of Executive’s termination or by operation of law, without the requirement of posting bond. The remedies provided in this paragraph shall be in addition to any legal or equitable remedies existing at law or provided for in any other agreement between the Employee, the Bank or the Company, and shall not be construed as a limitation upon, or as an alternative or in lieu of, any such remedies. If any provisions of this paragraph shall be determined by a court of competent jurisdiction to be unenforceable in part by reason of it being too great a period of time or covering too great a geographical area, it shall be in full force and effect as to that period of time or geographical area determined to be reasonable by the courtresignation.

Non-Competition. During By and in consideration of the Period of Employment Company's entering into this Agreement and the Salary and benefits to be provided by the Company hereunder, and further in the event consideration of the Employee’s employment is terminated pursuant 's exposure to subparagraphs 10.2 or 10.3 hereof, then for the later of (a) one year thereafter or (b) the period during which compensation or benefits are being provided pursuant to this Agreement after its termination, the Employee will not directly for himself or herself or any third party, become engaged in any business or activity which is directly in competition with any services or financial products sold by, or any business or activity engaged in by, the Company or the Bank, including, without limitation, any business or activity engaged in by any federally or state chartered bank, savings bank, savings and loan association, trust company and/or credit union, and/or any services or financial products sold by such entities, including, without limitation, the taking and accepting of deposits, the provision of trust services, the making of loans and/or the extension of credit, brokering loans and/or leases and the provision of insurance and investment services, within a 25 mile radius of any office or facility proprietary information of the Company, the Bank or any Employee agrees that, subject to the provisions of their Affiliates. This provision shall not restrict the last two sentences of Section 1(b), the Employee from owning will not, during the Employment Term, directly or investing indirectly own, manage, operate, join, control, be employed by, or participate in publicly traded securities the ownership, management, operation or control of financial institutions, so long as his or her aggregate holdings be connected in any financial institution do manner, including but not exceed limited to holding the positions of shareholder, director, officer, consultant, independent contractor, employee, partner, or investor, with any Competing Enterprise. For purposes of this paragraph, the term "Competing Enterprise" shall mean any person, corporation, partnership or other entity operating one or more supermarkets within a ten (10) mile radius of any Company store if the aggregate of such Company stores (x) represent ten percent (10%) or more of the outstanding capital stock total number of such institution. During Company stores operating at the Period date of Employment hereunder, and termination (or other applicable date invoking the application of this non-compete clause) or (y) account for a period ten percent (10%) or more of two years thereafter no matter the reason of termination, the Employee will not solicit any person who was a customer annual sales volume of the Company for the fiscal year immediately preceding the year of termination (or other applicable date invoking application of this non-compete clause). For this purpose, (1) "supermarket" means any store which is part of a supermarket or combination store chain or is a warehouse club selling grocery and perishable items to the Bank during public and (2) any entity operating supermarkets includes any wholesaler to independently-owned supermarkets operating under the period same tradename. The prohibition of this clause (b) shall not be deemed to prevent Employee from owning 1% or less of any class of equity securities of an entity that has a class of equity securities registered under Section 12 of the Securities Exchange Act of 1934, as amended. Notwithstanding anything to the contrary in this Section 8(b), the non-competition clause contained in this Section 8(b) shall immediately terminate on the effective date of termination of the Employee’s employment hereunder, or solicit potential customers who are or were identified through leads developed during the course of 's employment with the Company or the Bank, or otherwise divert or attempt to divert any existing business of unless such termination is by the Company for Cause or is by the Bank within any area of 100 miles of any office or facility of the Company, the Bank or any of their Affiliates. The Employee will not, either during the Period of Employment hereunder or for a period of two years thereafter directly for himself or any third party, solicit, induce, recruit or cause another person in the employment of the Bank, the Company or any of their Affiliates to terminate his or her employment for the purposes of joining, associating, or becoming employed with any business or activity which is in competition with any services or financial products sold, or any business or activity engaged in, by Company or the Bank. The Employee understands that in the event of a violation of any provision of this Agreement, the Company or the Bank shall have the right to seek injunctive reliefwithout Good Reason, in addition to any other existing rights provided which case the non-competition clause contained in this Agreement or by operation of law, without the requirement of posting bond. The remedies provided in this paragraph Section 8(b) shall be in addition to any legal or equitable remedies existing at law or provided for in any other agreement between the Employee, the Bank or the Company, and shall not be construed as a limitation upon, or as an alternative or in lieu of, any such remedies. If any provisions of this paragraph shall be determined by a court of competent jurisdiction to be unenforceable in part by reason of it being too great a period of time or covering too great a geographical area, it shall be remain in full force and effect as to that period until the fourth anniversary of time or geographical area determined to be reasonable by the courtConsummation Date.

Non-Competition. During the Period of Employment hereunder, and in the event the Employee’s employment is terminated pursuant to subparagraphs 10.2 or 10.3 hereof, then for the later of (a) one year thereafter or (b) Employee acknowledges and agrees that the period during which compensation or benefits are being provided pursuant retention of Confidential Information is essential to this Agreement after its termination, the Employee will not directly for himself or herself or any third party, become engaged in any business or activity which is directly in competition with any services or financial products sold by, or any business or activity engaged in by, the Company or the Bank, including, without limitation, any business or activity engaged in by any federally or state chartered bank, savings bank, savings and loan association, trust company and/or credit union, and/or any services or financial products sold by such entities, including, without limitation, the taking and accepting of deposits, the provision of trust services, the making of loans and/or the extension of credit, brokering loans and/or leases and the provision of insurance and investment services, within a 25 mile radius of any office or facility continued existence of the Company, and that such information constitutes trade secrets, disclosure of which would irreparably harm the Bank business of the Company. Employee further acknowledges that the Company would find it extremely difficult to replace Employee. Accordingly, Employee agrees that he will not during the period he is employed by the Company or any of their Affiliates. This provision shall not restrict the Employee from owning present or investing in publicly traded securities of financial institutionsfuture parent, so long as his subsidiary or her aggregate holdings in any financial institution do not exceed ten percent (10%) affiliate of the outstanding capital stock of such institution. During the Period of Employment hereunderCompany, under this Agreement or otherwise, and for a period of two years 12 months thereafter no matter the reason of termination(i) engage in, the Employee will not solicit or otherwise directly or indirectly be employed by, or act as a consultant, advisor or lender to, or be a director, officer, employee, stockholder, owner, or partner of, any person who was a customer other Competitive Business (as hereinafter defined), (ii) assist others in engaging in any Competitive Business, (iii) induce any employee of the Company or the Bank during the period any present or future parent, subsidiary or affiliate of the Employee’s employment hereunder, or solicit potential customers who are or were identified through leads developed during the course of this Company to terminate his employment with the Company or the Banksuch parent, subsidiary or affiliate, or otherwise divert or attempt to divert engage in any existing business Competitive Business, within a period of one year after such person is no longer employed by the Company or the Bank within any area of 100 miles of any office present or facility future parent, subsidiary or affiliate of the Company, the Bank or (iv) induce any of their Affiliates. The Employee will not, either during the Period of Employment hereunder entity or for a period of two years thereafter directly for himself or any third party, solicit, induce, recruit or cause another person in the employment of the Bank, with which the Company or any of their Affiliates present or future parent, subsidiary or affiliate has a business relationship to terminate his or her employment for alter such business relationship. As used herein "Competitive Business" means and includes the purposes business of joiningdesigning, associatingdeveloping, manufacturing and marketing RF/Microwave/Millimeter/ Wave ceramic capacitors, thin film products and other passive components and any other business that provides services and/or products which are comparable to the services and/or products provided or becoming employed with any business or activity which is in competition with any services or financial products sold, or any business or activity engaged in, contemplated to be provided by Company or the Bank. The Employee understands that in the event of a violation of any provision of this Agreement, the Company or any present or future parent, subsidiary or affiliate of the Bank shall have Company. Notwithstanding anything contained herein to the right to seek injunctive relief, in addition to any other existing rights provided in this Agreement or by operation of law, without the requirement of posting bond. The remedies provided in this paragraph shall be in addition to any legal or equitable remedies existing at law or provided for in any other agreement between the Employeecontrary, the Bank or the Company, and shall not be construed as a limitation upon, or as an alternative or in lieu of, any such remedies. If any provisions of this paragraph shall Paragraph 9 will not be determined deemed breached merely because Employee owns not more than 1% of the outstanding common stock of a corporation, if, at the time of its acquisition by Employee, such stock is listed on a national securities exchange, is reported on NASDAQ, or is regularly traded in the over-the-counter market by a court member of competent jurisdiction to be unenforceable in part by reason of it being too great a period of time or covering too great a geographical area, it shall be in full force and effect as to that period of time or geographical area determined to be reasonable by the courtnational securities exchange.

Non-Competition. During By and in consideration of the Period of Employment Company's entering into this Agreement and the Salary and benefits to be provided by the Company hereunder, and further in the event consideration of the Employee’s employment is terminated pursuant 's exposure to subparagraphs 10.2 or 10.3 hereof, then for the later of (a) one year thereafter or (b) the period during which compensation or benefits are being provided pursuant to this Agreement after its termination, the Employee will not directly for himself or herself or any third party, become engaged in any business or activity which is directly in competition with any services or financial products sold by, or any business or activity engaged in by, the Company or the Bank, including, without limitation, any business or activity engaged in by any federally or state chartered bank, savings bank, savings and loan association, trust company and/or credit union, and/or any services or financial products sold by such entities, including, without limitation, the taking and accepting of deposits, the provision of trust services, the making of loans and/or the extension of credit, brokering loans and/or leases and the provision of insurance and investment services, within a 25 mile radius of any office or facility proprietary information of the Company, the Bank or any Employee agrees that, subject to the provisions of their Affiliates. This provision shall not restrict the last two sentences of Section 1(b), the Employee from owning will not, during the Employment Term, directly or investing indirectly own, manage, operate, join, control, be employed by, or participate in publicly traded securities the ownership, management, operation or control of financial institutions, so long as his or her aggregate holdings be connected in any financial institution do manner, including but not exceed limited to holding the positions of shareholder, director, officer, consultant, independent contractor, employee, partner, or investor, with any Competing Enterprise. For purposes of this paragraph, the term "Competing Enterprise" shall mean any person, corporation, partnership or other entity operating one or more supermarkets within a ten (10) mile radius of any Company store if the aggregate of such Company stores (x) represent ten percent (10%) or more of the outstanding capital stock total number of such institution. During Company stores operating at the Period date of Employment hereunder, and termination (or other applicable date invoking the application of this non-compete clause) or (y) account for a period ten percent (10%) or more of two years thereafter no matter the reason of termination, the Employee will not solicit any person who was a customer annual sales volume of the Company for the fiscal year immediately preceding the year of termination (or other applicable date invoking application of this non-compete clause). For this purpose, (1) "supermarket" means any store which is part of a supermarket or combination store chain or is a warehouse club selling grocery and perishable items to the Bank during public and (2) any entity operating supermarkets includes any wholesaler to independently-owned supermarkets operating under the period same tradename. The prohibition of this clause (b) shall not be deemed to prevent Employee from owning 1% or less of any class of equity securities of an entity that has a class of equity securities registered under Section 12 of the Securities Exchange Act of 1934, as amended. Notwithstanding anything to the contrary in this Section 8(b), the non-competition clause contained in this Section 8(b) shall immediately terminate on the effective date of termination of the Employee’s employment hereunder, or solicit potential customers who are or were identified through leads developed during the course of 's employment with the Company or the Bank, or otherwise divert or attempt to divert any existing business unless such termination is a result of termination of the Employee's employment with the Company by the Company for Cause or the Bank within any area is a result of 100 miles of any office or facility termination of the Company, the Bank or any of their Affiliates. The Employee will not, either during the Period of Employment hereunder or for a period of two years thereafter directly for himself or any third party, solicit, induce, recruit or cause another person in the Employee's employment of the Bank, with the Company or any of their Affiliates to terminate his or her employment for by the purposes of joining, associating, or becoming employed with any business or activity which is in competition with any services or financial products sold, or any business or activity engaged in, by Company or the Bank. The Employee understands that in the event of a violation of any provision of this Agreement, the Company or the Bank shall have the right to seek injunctive reliefwithout Good Reason, in addition to any other existing rights provided which case the non-competition clause contained in this Agreement or by operation of law, without the requirement of posting bond. The remedies provided in this paragraph Section 8(b) shall be in addition to any legal or equitable remedies existing at law or provided for in any other agreement between the Employee, the Bank or the Company, and shall not be construed as a limitation upon, or as an alternative or in lieu of, any such remedies. If any provisions of this paragraph shall be determined by a court of competent jurisdiction to be unenforceable in part by reason of it being too great a period of time or covering too great a geographical area, it shall be remain in full force and effect as to that period for the duration of time or geographical area determined to be reasonable by the courtEmployment Term.

Non-Competition. During As the Period Award is intended to encourage the Participant to continue employment with the Corporation or an Affiliate, during which time the Participant will have access to Confidential Information (as defined below), including Confidential Information first developed after the Grant Date, during the term of Employment hereunder, and in the event the EmployeeParticipant’s employment is terminated pursuant to subparagraphs 10.2 or 10.3 hereof, then for with the later of (a) one year thereafter or (b) the period during which compensation or benefits are being provided pursuant to this Agreement after its termination, the Employee will not directly for himself or herself Corporation or any third party, become engaged in any business or activity which is directly in competition with any services or financial products sold by, or any business or activity engaged in by, the Company or the Bank, including, without limitation, any business or activity engaged in by any federally or state chartered bank, savings bank, savings and loan association, trust company and/or credit union, and/or any services or financial products sold by such entities, including, without limitation, the taking and accepting of deposits, the provision of trust services, the making of loans and/or the extension of credit, brokering loans and/or leases and the provision of insurance and investment services, within a 25 mile radius of any office or facility of the Company, the Bank or any of their Affiliates. This provision shall not restrict the Employee from owning or investing in publicly traded securities of financial institutions, so long as his or her aggregate holdings in any financial institution do not exceed ten percent (10%) of the outstanding capital stock of such institution. During the Period of Employment hereunder, Affiliate and for a period of two (2) years thereafter no matter following the termination of employment, regardless of the reason for or the manner of termination, the Employee will not solicit any person who was a customer Participant shall not, without the written consent of the Company General Counsel of the Corporation or their designee, in any country or countries for which the Bank Participant had development, marketing, innovation/technology (R&D), distribution, sales, administrative, operational/supply chain or manufacturing oversight responsibilities during the period last two (2) years of the EmployeeParticipant’s employment hereunder, or solicit potential customers who are was provided with regular and material access to Confidential Information regarding the Corporation’s or were identified through leads developed an Affiliate's business operations in that country or countries during the course last two (2) years of the Participant’s employment, either directly or indirectly, perform duties or undertake responsibilities for a Competitor (as defined below) that are the same or substantially similar to those duties or responsibilities that the Participant performed or undertook for the Corporation or an Affiliate during the two (2) year period prior to the end of the Participant’s employment with the Company Corporation or an Affiliate. “Confidential Information,” for purposes of this Section 19, shall mean (i) statutory trade secrets; (ii) proprietary information developed or acquired by the BankCorporation that does not rise to the level of a statutorily protectable trade secret and is made the property of the Corporation through this mutual Agreement of the parties; and (iii) information that is otherwise legally protectable. Such Confidential Information includes, but is not limited to, information in whatever form (including, without limitation, in written, oral, visual or otherwise divert electronic form or attempt on any magnetic or optical disk or memory storage medium, as well as other physical items wherever located, and abstracts or summaries of the foregoing) relating to divert the business, suppliers, customers, products, affairs and finances of the Corporation or any existing Affiliate for the time being confidential to the Corporation or any Affiliate, ideas, conceptions, compilations of data, and developments created by the Corporation, whether or not patentable and whether or not copyrightable, and trade secrets including, without limitation, technical data and know-how relating to the business of the Company Corporation or the Bank within any area of 100 miles of any office or facility of the CompanyAffiliate, the Bank or any of their Affiliates. The Employee will notsuppliers, either during customers, agents, distributors, shareholders or management, including (but not limited to) business plans, pricing strategies, financial information, patent rights, patent applications, information concerning tenders and potential contracts, information concerning proposed product ranges, product development information, employee and salary information, research and development activities or manufacturing methods that the Period Participant creates, develops, receives, obtains or has knowledge of Employment hereunder or for a period in connection with the Participant’s employment, and all other matters which relate to the business of two years thereafter directly for himself the Corporation or any third party, solicit, induce, recruit or cause another person Affiliate and in respect of which information is not readily available in the employment ordinary course of such business to the Corporation's Competitors, whether or not such information (if in anything other than oral form) is marked confidential. “Competitor,” for purposes of this Section 19, means a person or entity who engages in a business that is the same or substantially the same as any aspect of the Bank, Business of the Company or any Corporation. “Business of their Affiliates to terminate his or her employment the Corporation,” for the purposes of joiningthis Section 19, associatingis the development, production, sales and/or marketing of (i) health and hygiene products and related apparel; (ii) washroom and workplace protective and safety products; and (iii) the materials, packaging and other components/subcomponents of such products including, without limitation, non-wood plants and products derived therefrom including any fibers, pulps or becoming employed with any business extracts. Notwithstanding the foregoing, if the Participant’s residence or activity which principal place of employment on the date of acceptance of this Award Agreement is in competition with the States of California, Massachusetts, Oklahoma, Washington or in any services or financial products sold, or any business or activity engaged in, by Company or the Bank. The Employee understands that in the event of a violation of other jurisdiction where any provision of this Agreement, the Company Section 19(b) prohibiting post-employment competition is prohibited or the Bank shall have the right to seek injunctive relief, in addition to any other existing rights provided in this Agreement or otherwise restricted by operation of applicable law, without then the requirement of posting bond. The remedies provided in this paragraph shall be in addition to any legal or equitable remedies existing at law or provided for in any other agreement between the Employee, the Bank or the Company, and shall not be construed as a limitation upon, or as an alternative or in lieu of, any such remedies. If any provisions of this paragraph shall be determined Section 19(b) will not apply to the extent any such provision is prohibited or otherwise restricted by a court of competent jurisdiction to be unenforceable in part by reason of it being too great a period of time or covering too great a geographical area, it shall be in full force and effect as to that period of time or geographical area determined to be reasonable by the courtapplicable law.

Non-Competition. During By and in consideration of the Period of Employment Company’s entering into this Agreement and the Merger Agreement, and the payments to be made by the Company hereunder, and in further consideration of the event Employee’s exposure to the Confidential Information of the Entities, the Employee agrees that the Employee shall not, during the Employee’s employment is terminated pursuant to subparagraphs 10.2 with the Company and thereafter for a period ending twenty-four (24) months following the termination of the Employee’s employment for any reason (the “Restriction Period”), directly or 10.3 hereofindirectly, then for the later of (a) one year thereafter or (b) the period during which compensation or benefits are being provided pursuant to this Agreement after its terminationown, the Employee will not directly for himself or herself or any third partymanage, become engaged in any business or activity which is directly in competition with any services or financial products sold operate, join, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any business or activity engaged in by, the Company or the Bankmanner with, including, without limitation, holding any business position as a stockholder, director, officer, consultant, independent contractor, executive, partner, or activity engaged investor in, any Restricted Enterprise (as defined below); provided, that in by any federally no event shall ownership of three percent (3%) or state chartered bank, savings bank, savings and loan association, trust company and/or credit union, and/or any services or financial products sold by such entities, including, without limitation, less of the taking and accepting of deposits, the provision of trust services, the making of loans and/or the extension of credit, brokering loans and/or leases and the provision of insurance and investment services, within a 25 mile radius outstanding securities of any office or facility class of any issuer whose securities are registered under the CompanySecurities Exchange Act of 1934, the Bank or any of their Affiliates. This provision shall not restrict the Employee from owning or investing in publicly traded securities of financial institutionsas amended, standing alone, be prohibited by this Section 3.2 so long as his the Employee does not have, or her aggregate holdings exercise, any rights to manage or operate the business of such issuer other than rights as a stockholder thereof. For purposes of this Section 3.2, “Restricted Enterprise” shall mean any Person that is engaged, in any financial institution do not exceed ten percent (10%) of geographic area in which the outstanding capital stock of such institution. During the Period of Employment hereunder, and for a period of two years thereafter no matter the reason of termination, the Employee will not solicit any person who was a customer of the Company or the Bank during the period of the Employee’s employment hereunder, or solicit potential customers who are or were identified through leads developed during the course of employment with the Company or the Bank, or otherwise divert or attempt to divert any existing business of the Company or the Bank within any area of 100 miles of any office or facility of the Company, the Bank or any of their Affiliates. The Employee will not, either during the Period of Employment hereunder or for a period of two years thereafter directly for himself or any third party, solicit, induce, recruit or cause another person in the employment of the BankParent, the Company or any of its or their Affiliates to terminate his subsidiaries (the “Company Group”) operates or her employment for the purposes of joiningmarkets, associating, or becoming employed with in any business or activity which is in competition with any services the business of the Company Group (i) conducted during the preceding twelve (12) months (or financial products sold, or any business or activity engaged in, by Company or following the Bank. The Employee understands that in the event Employee’s termination of a violation of any provision of this Agreementemployment, the Company or twelve (12) months preceding the Bank shall have the right to seek injunctive relief, in addition to any other existing rights provided in this Agreement or by operation date of law, without the requirement termination of posting bond. The remedies provided in this paragraph shall be in addition to any legal or equitable remedies existing at law or provided for in any other agreement between the Employee’s employment with the Company) or (ii) proposed to be conducted by any member of the Company Group in its business plan as in effect at that time (or following the Employee’s termination of employment, the Bank or business plan as in effect as of the date of termination of the Employee’s employment with the Company). During the Restriction Period, upon request of the Company, and the Employee shall not be construed as a limitation upon, or as an alternative or in lieu of, any such remedies. If any provisions notify the Company of this paragraph shall be determined by a court of competent jurisdiction to be unenforceable in part by reason of it being too great a period of time or covering too great a geographical area, it shall be in full force and effect as to that period of time or geographical area determined to be reasonable by the courtEmployee’s then-current employment status.

Non-Competition. During In consideration of the Period Company’s obligation to make the Severance Payments under certain circumstances (as described in Section 1(a) above) and other good and valuable consideration, the receipt and sufficiency of Employment hereunderwhich are hereby acknowledged by Executive, Executive hereby agrees and in the event the Employeecovenants that, during Executive’s employment is terminated pursuant to subparagraphs 10.2 or 10.3 hereof, then for the later of (a) one year thereafter or (b) the period during which compensation or benefits are being provided pursuant to this Agreement after its termination, the Employee will not directly for himself or herself or any third party, become engaged in any business or activity which is directly in competition with any services or financial products sold by, or any business or activity engaged in by, by the Company or and for a period of twenty-four (24) months thereafter (the Bank“Restricted Period”), includingExecutive shall not, without limitation, any business or activity engaged in by any federally or state chartered bank, savings bank, savings and loan association, trust company and/or credit union, and/or any services or financial products sold by such entities, including, without limitation, the taking and accepting of deposits, the provision of trust services, the making of loans and/or the extension of credit, brokering loans and/or leases and the provision of insurance and investment services, within a 25 mile radius of any office or facility prior written consent of the Company, directly or indirectly, engage in or become associated with a Competitive Activity. For purposes of this Agreement, (i) “Competitive Activity” means any business or other endeavor involving Similar Products if such business or endeavor is in a country (including the Bank United States) in which the Company (or any of its businesses) provides or planned to provide during Executive’s employment by the Company such Similar Products and (ii) “Similar Products” means (A) any time share or vacation ownership exchange service or program (the “Exchange Business”); (B) any travel agency, club or service that provides such services to anyone engaged in the Exchange Business or their Affiliatesmembers; (C) any travel agency, club or service that is competitive with the Company’s travel and leisure membership programs, including, but not limited to, the Interval Gold, Leisure Time Passport or LiveItUp membership programs; (D) hotel management or vacation condominium, hotel condominium, timeshare or rental property management services; or (E) any other products or services that are the same or similar to any of the types of products or services that the Company (or any of its businesses) provides, has provided or planned to provide during Executive’s employment by the Company. This provision The provisions of subsections (b)(ii)(B) through (E) shall not restrict only apply if Executive has provided services on behalf of the Employee from owning Company or investing its affiliates in publicly traded securities direct support of the businesses described in such subsections. Executive shall be considered to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly involved as an owner, principal, employee, officer, director, independent contractor, representative, stockholder, financial institutionsbacker, so long as his agent, partner, member, advisor, lender, consultant or her aggregate holdings in any financial institution do not exceed ten other individual or representative capacity with any individual, partnership, corporation or other organization that is engaged in a Competitive Activity. Notwithstanding the foregoing, Executive may make and retain investments during the Restricted Period, for investment purposes only, in less than one percent (101%) of the outstanding capital stock of any publicly-traded corporation engaged in a Competitive Activity if the stock of such institutioncorporation is either listed on a national stock exchange or on the NASDAQ National Market System if Executive is not otherwise affiliated with such corporation. During the Period of Employment hereunder, and for Executive acknowledges that Executive’s covenants under this Section 3(b) are a period of two years thereafter no matter the reason of termination, the Employee will not solicit any person who was a customer of the Company or the Bank during the period of the Employee’s employment hereunder, or solicit potential customers who are or were identified through leads developed during the course of employment with the Company or the Bank, or otherwise divert or attempt material inducement to divert any existing business of the Company or the Bank within any area of 100 miles of any office or facility of the Company, the Bank or any of their Affiliates. The Employee will not, either during the Period of Employment hereunder or for a period of two years thereafter directly for himself or any third party, solicit, induce, recruit or cause another person in the employment of the Bank, the Company or any of their Affiliates to terminate his or her employment for the purposes of joining, associating, or becoming employed with any business or activity which is in competition with any services or financial products sold, or any business or activity engaged in, by Company or the Bank. The Employee understands that in the event of a violation of any provision of ’s entering into this Agreement, the Company or the Bank shall have the right to seek injunctive relief, in addition to any other existing rights provided in this Agreement or by operation of law, without the requirement of posting bond. The remedies provided in this paragraph shall be in addition to any legal or equitable remedies existing at law or provided for in any other agreement between the Employee, the Bank or the Company, and shall not be construed as a limitation upon, or as an alternative or in lieu of, any such remedies. If any provisions of this paragraph shall be determined by a court of competent jurisdiction to be unenforceable in part by reason of it being too great a period of time or covering too great a geographical area, it shall be in full force and effect as to that period of time or geographical area determined to be reasonable by the court.

Non-Competition. During To further preserve the Period rights of Employment hereunderCompany pursuant to Section 8 above, and in the event the Employee’s employment is terminated pursuant to subparagraphs 10.2 or 10.3 hereof, then for the later of (a) one year thereafter or (b) the period during which compensation or benefits are being provided pursuant to consideration promised by Company under this Agreement after its termination, the Employee will not directly for himself or herself or any third party, become engaged in any business or activity which is directly in competition with any services or financial products sold by, or any business or activity engaged in by, the Company or the Bank, including, without limitation, any business or activity engaged in by any federally or state chartered bank, savings bank, savings and loan association, trust company and/or credit union, and/or any services or financial products sold by such entitiesAgreement, including, without limitation, the taking and accepting Term of depositsemployment, the provision of trust services, the making of loans and/or the extension of credit, brokering loans and/or leases and the provision of insurance and investment services, within a 25 mile radius of any office or facility of the Company, the Bank or any of their Affiliates. This provision shall not restrict the Employee from owning or investing in publicly traded securities of financial institutions, so long as his or her aggregate holdings in any financial institution do not exceed ten percent (10%) of the outstanding capital stock of such institution. During the Period of Employment hereunder, during Executive’s employment with Company and for a period of two (2) years thereafter no matter thereafter, regardless of the reason for termination of terminationemployment, the Employee will not solicit any person who was a customer of the Company or the Bank during the period of the Employee’s employment hereunder, or solicit potential customers who are or were identified through leads developed during the course of employment with the Company or the Bank, or otherwise divert or attempt to divert any existing business of the Company or the Bank within any area of 100 miles of any office or facility of the Company, the Bank or any of their Affiliates. The Employee Executive will not, either directly or indirectly, as an owner, director, principal, agent, officer, employee, partner, consultant, servant, or otherwise, carry on, operate, manage, control, or become involved in any manner with any business, operation, corporation, partnership, association, agency, or other person or entity which is in the same business as Company in any location in which Company, or any subsidiary or affiliate of Company, operates or has plans or has projected to operate or does business during Executive’s employment with Company. The foregoing shall not prohibit Executive from owning up to 5.0% of the outstanding stock of any publicly held company. Notwithstanding the foregoing, after Executive’s employment with Company has terminated, upon receiving written permission by the Board or its designee, Executive shall be permitted to engage in such competing activities that would otherwise be prohibited by this covenant if such activities are determined in the sole discretion of the Board or its designee in good faith to be immaterial to the operations of Company, or any subsidiary or affiliate of Company. To further preserve the rights of Company pursuant to Section 8 above, and for the consideration promised by Company under this Agreement, not to include any Severance Payment, during the Period term of Employment hereunder or Executive’s employment with Company and for a period of two (2) years thereafter thereafter, regardless of the reason for termination of employment, Executive will not, directly or indirectly, either for himself or for any third partyother business, operation, corporation, partnership, association, agency, or other person or entity, call upon, compete for, solicit, induce, recruit or cause another person in the employment of the Bank, the Company or any of their Affiliates to terminate his or her employment for the purposes of joining, associatingdivert, or becoming employed take away, or attempt to divert or take away current or prospective customers (including, without limitation, any customer with any business or activity which is in competition with any services or financial products soldwhom Company, or any subsidiary or affiliate of Company, (i) has an existing agreement or business relationship; (ii) has had an agreement or activity engaged inbusiness relationship within the six-month period preceding Executive’s last day of employment with Company; or (iii) has been included as a prospect by Company, or any subsidiary or affiliate of Company. Company and Executive agree that the restrictions contained in this noncompetition covenant are reasonable in scope and duration and are necessary to protect Company’s business interests and Confidential Information. If any provision of this noncompetition covenant as applied to any party or to any circumstance is adjudged by Company a court or arbitrator to be invalid or unenforceable, the same will in no way affect any other circumstance or the Bankvalidity or enforceability of this Agreement. If any such provision, or any part thereof, is held to be unenforceable because of the scope, duration, or geographic area covered thereby, the Parties agree that the court or arbitrator making such determination shall have the power to reduce the scope and/or duration and/or geographic area of such provision, and/or to delete specific words or phrases, and in its reduced form, such provision shall then be enforceable and shall be enforced. The Employee understands Parties agree and acknowledge that in the event breach of a violation this noncompetition covenant will cause irreparable damage to Company, and upon breach of any provision of this Agreementnoncompetition covenant, the Company shall be entitled to injunctive relief, specific performance, or the Bank other equitable relief; provided, however, that this shall in no way limit any other remedies which Company may have (including, without limitation, the right to seek injunctive reliefmonetary damages). Should Executive violate the provisions of this noncompetition covenant, then in addition to any all other existing rights provided in this Agreement or by operation of law, without the requirement of posting bond. The and remedies provided in this paragraph shall be in addition available to any legal or equitable remedies existing Company at law or provided for in any other agreement between the Employeeequity, the Bank or the Company, and shall not be construed as a limitation upon, or as an alternative or in lieu of, any such remedies. If any provisions duration of this paragraph covenant shall automatically be determined by a court of competent jurisdiction to be unenforceable in part by reason of it being too great a extended for the period of time or covering too great a geographical area, it shall be in full force and effect as to that period of time or geographical area determined to be reasonable by the courtfrom which Executive began such violation until he permanently ceases such violation.

Non-Competition. During The Executive agrees that, during the Period Restricted Period, he or she shall not, without the prior written consent of Employment hereunderthe Corporation, and directly or indirectly, (i) carry on or engage in business activities that are competitive with any aspect of the event Business within the Employee’s employment is terminated pursuant to subparagraphs 10.2 Restricted Territory on his or 10.3 hereof, then for the later her own or on behalf of (a) one year thereafter or (b) the period during which compensation or benefits are being provided pursuant to this Agreement after its termination, the Employee will not directly for himself or herself any Person or any third party, become engaged Principal or Representative of any Person; (ii) hold a position with any Person engaging in any business or activity which is directly in competition activities that are competitive with any services or financial products sold byaspect of the Business, whether as employee, consultant, or otherwise, in which (A) the Executive will have duties, or will perform or be expected to perform services for such Person, that relate to such business activities that are competitive with any aspect of the Business within the Restricted Territory (for the avoidance of doubt, to the extent the Executive will only have duties with respect to, and will only perform or be expected to perform services for, aspects of such Person’s business that are not competitive with any aspect of the Business, such activity shall not be restricted by the foregoing clause (A)), or (B) the Executive will use or disclose or be reasonably expected to use or disclose any Confidential Information for the purpose of providing, or attempting to provide, such Person with a competitive advantage with respect to such business activities that are competitive with any aspect of the Business within the Restricted Territory; or (iii) own any interest in or organize any Person which engages in any business or activity engaged in by, the Company or the Bank, including, without limitation, activities that are competitive with any business or activity engaged in by any federally or state chartered bank, savings bank, savings and loan association, trust company and/or credit union, and/or any services or financial products sold by such entities, including, without limitation, the taking and accepting of deposits, the provision of trust services, the making of loans and/or the extension of credit, brokering loans and/or leases and the provision of insurance and investment services, within a 25 mile radius of any office or facility aspect of the CompanyBusiness within the Restricted Territory; provided, however, that nothing in this Section 7(d) shall prohibit or limit the Bank Executive’s ability to purchase or any of their Affiliates. This provision shall not restrict the Employee from owning or investing in publicly traded securities of financial institutionshold, so long as his or her aggregate holdings in any financial institution do not exceed ten solely for investment purposes, up to two percent (102%) of the outstanding capital stock of such institution. During the Period of Employment hereunder, and for a period of two years thereafter no matter the reason of termination, the Employee will any publicly traded entity (whether or not solicit it engages in any person who was a customer business activities that are competitive with any aspect of the Company or Business within the Bank during Restricted Territory) so long as the period of the Employee’s employment hereunder, or solicit potential customers who are or were identified through leads developed during the course of employment with the Company or the Bank, or otherwise divert or attempt to divert any existing business of the Company or the Bank within any area of 100 miles of any office or facility of the Company, the Bank or any of their Affiliates. The Employee will not, either during the Period of Employment hereunder or for a period of two years thereafter directly for himself or any third party, solicit, induce, recruit or cause another person Executive is not actively involved in the employment of the Bankmanagement, the Company operations or any of their Affiliates to terminate his or her employment for the purposes of joining, associating, or becoming employed with any business or activity which is in competition with any services or financial products sold, or any business or activity engaged in, by Company or the Bank. The Employee understands that in the event of a violation of any provision of this Agreement, the Company or the Bank shall have the right to seek injunctive relief, in addition to any other existing rights provided in this Agreement or by operation of law, without the requirement of posting bond. The remedies provided in this paragraph shall be in addition to any legal or equitable remedies existing at law or provided for in any other agreement between the Employee, the Bank or the Company, and shall not be construed as a limitation upon, or as an alternative or in lieu of, any such remedies. If any provisions of this paragraph shall be determined by a court of competent jurisdiction to be unenforceable in part by reason of it being too great a period of time or covering too great a geographical area, it shall be in full force and effect as to that period of time or geographical area determined to be reasonable by the courtthereof.

Non-Competition. During the Period of Employment hereunder, and in the event the Employee’s The Executive hereby acknowledges that during his employment is terminated pursuant to subparagraphs 10.2 or 10.3 hereof, then for the later of (a) one year thereafter or (b) the period during which compensation or benefits are being provided pursuant to this Agreement after its termination, the Employee will not directly for himself or herself or any third party, become engaged in any business or activity which is directly in competition with any services or financial products sold by, or any business or activity engaged in by, the Company or the Bank, including, without limitation, any business or activity engaged in by any federally or state chartered bank, savings bank, savings and loan association, trust company and/or credit union, and/or any services or financial products sold by such entities, including, without limitation, the taking and accepting of deposits, the provision of trust services, the making of loans and/or the extension of credit, brokering loans and/or leases and the provision of insurance and investment services, within a 25 mile radius of any office or facility of the Company, the Bank or Executive will become familiar with trade secrets and other Confidential Information concerning the Company, its subsidiaries and their respective predecessors, and that the Executive’s services will be of special, unique and extraordinary value to the Company. Accordingly, the Executive hereby agrees that, subject to the requirements of applicable law, at any of their Affiliates. This provision shall not restrict time during the Employee from owning or investing in publicly traded securities of financial institutions, so long as his or her aggregate holdings in any financial institution do not exceed ten percent (10%) of the outstanding capital stock of such institution. During the Period of Employment hereunderTerm, and for a period of two years thereafter no matter twelve (12) months after the Executive’s date of termination of employment for any reason of terminationexcept a CIC Termination, or eighteen (18) months after a CIC Termination (such twelve (12) month period or eighteen (18) month period, as applicable, shall be referred to as the “Restriction Period”), the Employee Executive will not solicit not, directly or indirectly, own, manage, control, participate in, consult with, render services for, or in any person who was a customer manner engage in any business involving or related to (directly or indirectly) the research, development, marketing and/or sale or other delivery of injection devices, within any geographical area in which, as of the date of the Executive’s termination of employment, the Company or its subsidiaries engage in business or demonstrably plan to engage in business (the Bank during “Business”). It will not be considered a violation of this Section 6(b) for the period Executive to be a passive owner of not more than 1% of the Employee’s outstanding stock of any class of a corporation which is publicly traded, so long as the Executive has no active participation in the business of such corporation. In addition, the restrictions contained in this section 6(b) shall not prevent the Executive from accepting employment hereunder, or solicit potential customers who are or were identified through leads developed during the course following termination of employment with the Company with a large diversified organization with separate and distinct divisions that do not compete, directly or indirectly, with the BankBusiness, or otherwise divert or attempt as long as prior to divert any existing business of accepting such employment, the Company or receives separate written assurances from the Bank within any area of 100 miles of any office or facility of prospective employer and from the Executive, satisfactory to the Company, to the Bank effect that Executive will not render any services, directly or indirectly, to any of their Affiliatesdivision or business unit that competes, directly or indirectly, with the Business. The Employee will not, either during During the Period of Employment hereunder or for a restrictive period of two years thereafter directly for himself or any third party, solicit, induce, recruit or cause another person set forth in the employment section, Executive will inform any new employer, prior to accepting employment, of the Bank, the Company or any existence of their Affiliates to terminate his or her employment for the purposes of joining, associating, or becoming employed this Agreement and provide such employer with any business or activity which is in competition with any services or financial products sold, or any business or activity engaged in, by Company or the Bank. The Employee understands that in the event of a violation of any provision copy of this Agreement, the Company or the Bank shall have the right to seek injunctive relief, in addition to any other existing rights provided in this Agreement or by operation of law, without the requirement of posting bond. The remedies provided in this paragraph shall be in addition to any legal or equitable remedies existing at law or provided for in any other agreement between the Employee, the Bank or the Company, and shall not be construed as a limitation upon, or as an alternative or in lieu of, any such remedies. If any provisions of this paragraph shall be determined by a court of competent jurisdiction to be unenforceable in part by reason of it being too great a period of time or covering too great a geographical area, it shall be in full force and effect as to that period of time or geographical area determined to be reasonable by the court.

Non-Competition. During the Period of Employment hereunderTerm, and in the event the Employee’s employment is terminated pursuant to subparagraphs 10.2 or 10.3 hereof, then for the later of (a) one year thereafter or (b) the period during which compensation or benefits are being provided pursuant to this Agreement after its termination, the Employee will not directly for himself or herself or including any third party, become engaged in any business or activity which is directly in competition with any services or financial products sold by, or any business or activity engaged in by, the Company or the Bank, including, without limitation, any business or activity engaged in by any federally or state chartered bank, savings bank, savings and loan association, trust company and/or credit union, and/or any services or financial products sold by such entities, including, without limitation, the taking and accepting of deposits, the provision of trust services, the making of loans and/or the extension of credit, brokering loans and/or leases and the provision of insurance and investment services, within a 25 mile radius of any office or facility of the Company, the Bank or any of their Affiliates. This provision shall not restrict the Employee from owning or investing in publicly traded securities of financial institutions, so long as his or her aggregate holdings in any financial institution do not exceed ten percent (10%) of the outstanding capital stock of such institution. During the Period of Employment hereunderextensions thereof, and for a period of two years thereafter no matter twelve (12) months immediately following the termination of Executive's employment under this Agreement for any reason other than death (the “Restrictive Period”), except as provided herein, Executive shall not directly or indirectly: (a) engage in or in any manner be connected or concerned, whether as an officer, director, stockholder, partner, owner, employee, advisor, creditor, or otherwise with the development, operation, management, or conduct of any business in the United States that competes with the business of the Company being conducted at the time of such termination, ; (b) solicit or otherwise attempt to divert business from or interfere in the Employee will not solicit Company relationship with any person who was a customer supplier of the Company or any customer served by the Bank Company or and potential customer identified by the Company during the period of the Employee’s Executive's employment hereunder; or (c) solicit, hire or solicit potential customers who are or were identified through leads developed during the course of employment otherwise interfere with the Company relationship with any person then or previously employed by the BankCompany; provided, however, that, after the termination of Executive's employment, Executive shall not be bound by the Covenant set forth in this subparagraph following a material breach by the Company of any of its obligations to the Executive hereunder or otherwise divert in the event of the cessation or attempt dissolution of the Company business. As used herein, “cessation or dissolution” means total liquidation of the Company and does not include a cessation of business due to divert any existing Change in Control. Nothing contained herein shall prohibit Executive from owning up to 3% of the stock of a publicly traded company that competes with the business of the Company or or, following the Bank within any area termination of 100 miles of any office or facility of the Executive’s employment with the Company, prevent the Bank Executive from being employed by or any otherwise affiliated with a line of their Affiliates. The Employee will notbusiness of another company that engages in multiple lines of business so long as the Executive is not employed by, either during the Period of Employment hereunder or for a period of two years thereafter directly for himself or any third party, solicit, induce, recruit or cause another person does not provide services with respect to and is not otherwise involved in the employment line or lines of the Bank, the Company or any business of their Affiliates to terminate his or her employment for the purposes of joining, associating, or becoming employed such other company that compete with any business or activity which is in competition with any services or financial products sold, or any business or activity engaged in, by Company or the Bank. The Employee understands that in the event of a violation of any provision of this Agreement, the Company or the Bank shall have the right to seek injunctive relief, in addition to any other existing rights provided in this Agreement or by operation of law, without the requirement of posting bond. The remedies provided in this paragraph shall be in addition to any legal or equitable remedies existing at law or provided for in any other agreement between the Employee, the Bank or the Company, and shall not be construed as a limitation upon, or as an alternative or in lieu of, any such remedies. If any provisions of this paragraph shall be determined by a court of competent jurisdiction to be unenforceable in part by reason of it being too great a period of time or covering too great a geographical area, it shall be in full force and effect as to that period of time or geographical area determined to be reasonable by the court.

Non-Competition. During the Employment Period and after termination of Employment Executive’s employment hereunder, and whether or not such termination is without Cause or for Good Reason, Executive shall not be involved in the event Restricted Business Activities, as defined below, for the Employeeperiod ending twelve (12) months after the date of termination of Executive’s employment is (the “Non-compete Period”) provided that the Company has not otherwise breached its obligations under the Agreement. As used in this Agreement, the term “Restricted Business Activities” shall mean any business which markets and sells to customers of a class or category to which FGX Holdings or any of its subsidiaries, markets and sells at the time Executive’s employment terminated pursuant products or services marketed and sold by FGX Holdings or any of its subsidiaries at such time or products or services which at such time FGX Holdings or any of its subsidiaries was actively considering marketing and selling to subparagraphs 10.2 such customers. During the Non-compete Period, Executive shall not, without the written approval of the Company, directly or 10.3 hereofindirectly, then either as an individual, partner, joint venturer, employee or agent for any person, company, corporation or association, or as an officer, director or stockholder of a corporation or otherwise, enter into or engage in or have a proprietary interest in the later Restricted Business Activities other than the ownership of (a) one year thereafter or the stock of the Company then held by Executive, and (b) no more than five percent (5%) of the period during which compensation securities of any other publicly-held company. Notwithstanding the foregoing, for so long as a majority of the issued and outstanding capital stock of the Company is owned directly or benefits are being provided pursuant to this Agreement after indirectly by Berggruen Holdings, Limited or one or more of its terminationaffiliates or a representative of Berggruen Holdings, Limited or one or more of its affiliates is on the Employee will not directly for himself or herself Board (or any third party, become engaged in any business or activity which is directly in competition with any services or financial products sold by, or any business or activity engaged in by, entity owning a majority of the Company or the Bank, including, without limitation, any business or activity engaged in by any federally or state chartered bank, savings bank, savings issued and loan association, trust company and/or credit union, and/or any services or financial products sold by such entities, including, without limitation, the taking and accepting of deposits, the provision of trust services, the making of loans and/or the extension of credit, brokering loans and/or leases and the provision of insurance and investment services, within a 25 mile radius of any office or facility outstanding shares of the Company, the Bank whether directly or any of their Affiliates. This provision shall not restrict the Employee from owning or investing in publicly traded securities of financial institutions, so long as his or her aggregate holdings in any financial institution do not exceed ten percent (10%) of the outstanding capital stock of such institution. During the Period of Employment hereunder, and for a period of two years thereafter no matter the reason of termination, the Employee will not solicit any person who was a customer of the Company or the Bank during the period of the Employee’s employment hereunder, or solicit potential customers who are or were identified through leads developed during the course of employment with the Company or the Bank, or otherwise divert or attempt to divert any existing business of the Company or the Bank within any area of 100 miles of any office or facility of the Company, the Bank or any of their Affiliates. The Employee will not, either during the Period of Employment hereunder or for a period of two years thereafter directly for himself or any third party, solicit, induce, recruit or cause another person in the employment of the Bankindirectly), the Company or any of their Affiliates to terminate his or her employment for the purposes of joining, associating, or becoming employed with any business or activity which is in competition with any services or financial products sold, or any business or activity engaged in, by Company or the Bank. The Employee understands that in the event of a violation of any provision of this Agreement, the Company or the Bank shall have the right to seek extend the Non-compete Period for an additional six (6) months for a total of eighteen (18) months (the “Non-compete Extension”) by delivering to Executive written notice of such decision prior to termination of the original twelve (12) month Non-compete Period. Executive recognizes and agrees that because a violation by him of his obligations under this Section 9 will cause irreparable harm to FGX Holdings or any of its subsidiaries that would be difficult to quantify and for which money damages would be inadequate, any party included in the definition of FGX Holdings or any of its subsidiaries shall have the right to injunctive relief, in addition relief to prevent or restrain any other existing rights provided in this Agreement or by operation of lawsuch violation, without the requirement necessity of posting a bond. The remedies provided Non-compete Period will be extended by the duration of any violation by Executive of any of his obligations under this Section 9. Executive expressly agrees that the character, duration and scope of his obligations under this Section 9 are reasonable in light of the circumstances as they exist at the date upon which this paragraph shall Agreement has been executed. However, should a determination nonetheless be in addition to any legal or equitable remedies existing at law or provided for in any other agreement between the Employee, the Bank or the Company, and shall not be construed as a limitation upon, or as an alternative or in lieu of, any such remedies. If any provisions of this paragraph shall be determined made by a court of competent jurisdiction to be unenforceable at a later date that the character, duration or geographical scope of such obligations is unreasonable in part by reason light of the circumstances as they then exist, then it being too great a period is the intention of time or covering too great a geographical area, it both Executive and the Company that Executive’s obligations under this Section 9 shall be construed by the court in full force and effect such a manner as to that period impose only those restrictions on the conduct of time or geographical area determined Executive which are reasonable in light of the circumstances as they then exist and necessary to be reasonable by assure the courtCompany of the intended benefit of Executive’s obligations under this Section 9.

Non-Competition. During the Period of Employment hereunder, Executive's employment with the --------------- Company and in for one (1) year after the event Termination Date (the Employee’s employment is terminated pursuant to subparagraphs 10.2 or 10.3 hereof, then for the later of (a) one year thereafter or (b) the period during which compensation or benefits are being provided pursuant to this Agreement after its termination"Applicable Period"), the Employee will not Executive shall not, without the prior written consent of the Company, directly for himself or herself or any third party, become engaged indirectly engage in any business or activity which is directly activity, whether as an employee, consultant, partner, principal, agent, representative, stockholder (other than as the holder of an interest of five percent (5%) or less in competition with the equity of a publicly traded corporation) or other individual, corporate or representative capacity, or render any services or financial products sold byprovide any advice or substantial assistance to any business, person or entity, if such business, person or entity, directly or indirectly, competes (or, to the Executive's knowledge after due inquiry, intends to compete or is preparing to compete during the Applicable Period in the United States in any material manner with (i) the Company, or any business entity directly or activity engaged in indirectly controlled by, controlling or under common control with the Company Company, or any corporation or other entity acquiring, directly or indirectly, all or substantially all the Bank, including, without limitation, any assets and business or activity engaged in by any federally or state chartered bank, savings bank, savings and loan association, trust company and/or credit union, and/or any services or financial products sold by such entities, including, without limitation, the taking and accepting of deposits, the provision of trust services, the making of loans and/or the extension of credit, brokering loans and/or leases and the provision of insurance and investment services, within a 25 mile radius of any office or facility of the Company, the Bank or any whether by operation of their Affiliates. This provision shall not restrict the Employee from owning or investing in publicly traded securities of financial institutions, so long as his or her aggregate holdings in any financial institution do not exceed ten percent (10%) of the outstanding capital stock of such institution. During the Period of Employment hereunder, and for a period of two years thereafter no matter the reason of termination, the Employee will not solicit any person who was a customer of the Company or the Bank during the period of the Employee’s employment hereunder, or solicit potential customers who are or were identified through leads developed during the course of employment with the Company or the Bank, law or otherwise divert (an "Affiliate") (ii) any then-current material product, service or attempt to divert any existing business of the Company or the Bank within any area of 100 miles of any office or facility Affiliate of the CompanyCompany or (iii) any material product, the Bank service or any of their Affiliates. The Employee will not, either during the Period of Employment hereunder or for a period of two years thereafter directly for himself or any third party, solicit, induce, recruit or cause another person in the employment of the Bank, business which is under serious consideration by the Company or any Affiliate of their Affiliates to terminate his the Company as of the Termination Date or her at any time during the twelve (12) month period prior thereto. If the Executive's employment shall be terminated (x) by the Company other than for Cause or Disability or (y) by the Executive for Good Reason, then for purposes of joiningthis Section 10(a) only, associatingthe Applicable Period shall terminate upon the Termination Date, and the restrictions contained in this Section 10(a) shall thereupon be of no further force or becoming employed with any business or activity which is in competition with any services or financial products sold, or any business or activity engaged in, by Company or the Bankeffect. The Employee understands parties hereto recognize that the laws and public policies of the various states of the United States may differ as to the validity and enforceability of covenants similar to those set forth in this Section. It is the intention of the parties that the potential restrictions on the Executive's activities imposed by this Section be reasonable in both duration and geographic scope and in all other respects. It is also the intention of the parties that the provisions of this Section be enforced to the fullest extent permissible under the laws and policies of each jurisdiction in which enforcement may be sought, and that in the event of a violation of that any provision of this AgreementSection shall, for any reason, be held invalid or unenforceable in any respect, it shall not invalidate, render unenforceable or otherwise affect any other provision hereof, and such invalid or unenforceable provision shall be construed by limiting it so as to be valid and enforceable to the Company fullest extent permissible under applicable law. Accordingly, if any provision of this Section shall be determined to be invalid or unenforceable, such invalidity or unenforceability shall be deemed to apply only with respect to the Bank shall have operation of such provision in the right to seek injunctive relief, particular jurisdiction in addition which such determination is made and not with respect to any other existing rights provided in this Agreement provision or by operation of law, without the requirement of posting bond. The remedies provided in this paragraph shall be in addition to any legal or equitable remedies existing at law or provided for in any other agreement between the Employee, the Bank or the Company, and shall not be construed as a limitation upon, or as an alternative or in lieu of, any such remedies. If any provisions of this paragraph shall be determined by a court of competent jurisdiction to be unenforceable in part by reason of it being too great a period of time or covering too great a geographical area, it shall be in full force and effect as to that period of time or geographical area determined to be reasonable by the courtjurisdiction.

Non-Competition. During By and in consideration of the Period of Company’s entering into this Employment Agreement and the payments to be made and benefits to be provided by the Company hereunder, and in further consideration of the event Executive’s exposure to the Employee’s employment is terminated pursuant to subparagraphs 10.2 or 10.3 hereof, then for Confidential Information of the later of (a) one year thereafter or (b) the period during which compensation or benefits are being provided pursuant to this Agreement after Company and its terminationAffiliates, the Employee will not Executive agrees that the Executive shall not, during the Term and for a period of six (6) months thereafter (the “Restriction Period”), directly for himself or herself or any third partyindirectly, become engaged in any business or activity which is directly in competition with any services or financial products sold own, manage, operate, join, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any business or activity engaged in by, the Company or the Bankmanner with, including, without limitation, holding any position as a principal, agent, owner, stockholder, director, officer, consultant, advisor, independent contractor, employee, partner, or investor in, any Restricted Enterprise (as defined below), or otherwise howsoever own, operate, carry on or engage in the operation of or otherwise work for or assist the operation of, or have any financial interest in or provide, directly or indirectly, financial assistance to or lend money to or guarantee the debts or obligations of any Person carrying on or engaged in any Restricted Enterprise; provided, that in no event shall ownership of one percent (1%) or less of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), standing alone, be prohibited by this Section 4.2, so long as the Executive does not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a stockholder thereof. For purposes of this paragraph, “Restricted Enterprise” shall mean any Person that is actively engaged in any business which is either (i) in competition with the business of the Company or activity engaged any of its Affiliates, or (ii) proposed to be conducted by the Company or any of its Affiliates in by any federally the Company’s or state chartered bank, savings bank, savings and loan association, trust company and/or credit union, and/or any services its Affiliate’s business plan as in effect at that time (or financial products sold by such entities, including, without limitationfollowing the Term, the taking and accepting business plan as in effect as of depositsthe last day of the Term). During the Restriction Period, the provision of trust services, the making of loans and/or the extension of credit, brokering loans and/or leases and the provision of insurance and investment services, within a 25 mile radius of any office or facility upon request of the Company, the Bank or any of their Affiliates. This provision Executive shall not restrict notify the Employee from owning or investing in publicly traded securities of financial institutions, so long as his or her aggregate holdings in any financial institution do not exceed ten percent (10%) Company of the outstanding capital stock of such institution. During the Period of Employment hereunder, and for a period of two years thereafter no matter the reason of termination, the Employee will not solicit any person who was a customer of the Company or the Bank during the period of the EmployeeExecutive’s then-current employment hereunder, or solicit potential customers who are or were identified through leads developed during the course of employment with the Company or the Bank, or otherwise divert or attempt to divert any existing business of the Company or the Bank within any area of 100 miles of any office or facility of the Company, the Bank or any of their Affiliates. The Employee will not, either during the Period of Employment hereunder or for a period of two years thereafter directly for himself or any third party, solicit, induce, recruit or cause another person in the employment of the Bank, the Company or any of their Affiliates to terminate his or her employment for the purposes of joining, associating, or becoming employed with any business or activity which is in competition with any services or financial products sold, or any business or activity engaged in, by Company or the Bank. The Employee understands that in the event of a violation of any provision of this Agreement, the Company or the Bank shall have the right to seek injunctive relief, in addition to any other existing rights provided in this Agreement or by operation of law, without the requirement of posting bond. The remedies provided in this paragraph shall be in addition to any legal or equitable remedies existing at law or provided for in any other agreement between the Employee, the Bank or the Company, and shall not be construed as a limitation upon, or as an alternative or in lieu of, any such remedies. If any provisions of this paragraph shall be determined by a court of competent jurisdiction to be unenforceable in part by reason of it being too great a period of time or covering too great a geographical area, it shall be in full force and effect as to that period of time or geographical area determined to be reasonable by the courtstatus.

Non-Competition. During the Period of Employment hereunder, and in the event the Employee’s employment is terminated pursuant to subparagraphs 10.2 or 10.3 hereof, then for the later of (a) one year thereafter or (b) The Executive agrees that his services hereunder are of a special character, and his position with the period during which compensation or benefits are being provided pursuant to this Agreement after its terminationCompany places him in a position of confidence and trust with the Company's agents, clients, customers and employees. The Executive and the Company agree that in the course of employment hereunder, the Employee Executive has and will not directly continue to develop a personal acquaintanceship and relationship with the Company's agents, clients and customers, and a knowledge of those clients' and customers' affairs and requirements which may constitute the Company's primary or only contact with such clients and customers. The Executive consequently agrees that it is reasonable and necessary for himself or herself or any third party, become engaged in any the protection of the goodwill and business or activity which is directly in competition with any services or financial products sold by, or any business or activity engaged in byof the Company that the Executive make the covenants contained herein. Accordingly, the Company or Executive agrees that while he is in the Bank, includingCompany's employ the Executive will not, without limitation, any business or activity engaged in by any federally or state chartered bank, savings bank, savings and loan association, trust company and/or credit union, and/or any services or financial products sold by such entities, including, without limitation, the taking and accepting of deposits, the provision of trust services, the making of loans and/or the extension of credit, brokering loans and/or leases and the provision of insurance and investment services, within a 25 mile radius of any office or facility prior written consent of the Company, the Bank either directly or any of their Affiliates. This provision shall not restrict the Employee from owning indirectly, or investing in publicly traded securities of financial institutions, so long as his or her aggregate holdings in any financial institution do not exceed ten capacity whether as a promoter, proprietor, partner, joint venturer, employee, agent, consultant, director, officer, manager, shareholder (except as a shareholder holding less than five percent (105%) of the a publicly traded company's issued and outstanding capital stock stock, or otherwise) work for, act as a consultant to or own any interest in any direct competitor of such institutionthe Company which operates in or provides services essentially the same as the Company in any portion of the geographic territory where the Company operates or sells its products or services. During The Executive further agrees that during the Period of Employment hereunderTerm, and for a the Three year period following the Executive's termination of two years thereafter no matter employment with the reason of terminationCompany, the Employee Executive will not solicit solicit, entice, induce or persuade: (i) any employee, agent, client or customer of the Company; or (ii) any person who was a or entity had been engaged in negotiations with the Company to become, an employee, artist, client or customer of the Company or the Bank during the six month period of prior to the Employee’s employment hereunder, or solicit potential customers who are or were identified through leads developed during the course Executive's termination of employment with the Company Company, to alter, terminate or refrain from extending or renewing any contractual or other relationship with the BankCompany, or otherwise divert commence a similar or attempt to divert substantially similar relationship with the Executive, any existing business of entity with whom the Company Executive is affiliated or the Bank within employed by or any area of 100 miles of any office or facility direct competitor of the Company, the Bank or any of their Affiliates. The Employee will not, either during the Period of Employment hereunder or for a period of two years thereafter directly for himself or any third party, solicit, induce, recruit or cause another person in the employment of the Bank, the Company or any of their Affiliates to terminate his or her employment for the purposes of joining, associating, or becoming employed with any business or activity which is in competition with any services or financial products sold, or any business or activity engaged in, by Company or the Bank. The Employee understands that in the event of a violation of any provision of this Agreement, the Company or the Bank shall have the right to seek injunctive relief, in addition to any other existing rights provided in this Agreement or by operation of law, without the requirement of posting bond. The remedies provided in this paragraph shall be in addition to any legal or equitable remedies existing at law or provided for in any other agreement between the Employee, the Bank or the Company, and shall not be construed as a limitation upon, or as an alternative or in lieu of, any such remedies. If any provisions of this paragraph shall be determined by a court of competent jurisdiction to be unenforceable in part by reason of it being too great a period of time or covering too great a geographical area, it shall be in full force and effect as to that period of time or geographical area determined to be reasonable by the court.

Non-Competition. During the Period period beginning on the Closing Date and ending on the fifth (5th) anniversary of Employment hereunderthe Closing Date, the Restricted Party shall not, and shall cause each of his, her or its controlled Affiliates not to, directly or indirectly, own any interest in, control, manage, operate, participate in, develop products for, advise or consult with or render services for (as a director, officer, employee, agent, broker, partner or contractor), or engage in activities or businesses, or establish any new businesses, within North America or Europe (the “Territory”) any business that is competitive with the business operated by the Company as of the Signing Date or as of immediately prior to the Closing, including any activities or business (i) engaged in the event the Employee’s employment is terminated pursuant to subparagraphs 10.2 production, marketing or 10.3 hereof, then for the later distribution of (a) one year thereafter plant-based meals or dishes, (b) value-added fruit and vegetables, (c) plant- and/or dairy-based pizza toppings, or (d) plant-based novelty food products, or (ii) that offers any product or service in the period during which compensation or benefits are being provided pursuant to this Agreement after its termination, the Employee will not directly for himself or herself or any third party, become engaged in any same line of business or activity which is directly in competition with product or service category as any services product or financial products sold by, or any business or activity engaged in by, service offered by the Company or in development by the Bank, including, without limitation, any business or activity engaged in by any federally or state chartered bank, savings bank, savings and loan association, trust company and/or credit union, and/or any services or financial products sold by such entities, including, without limitationCompany (collectively, the taking and accepting “Business”). Notwithstanding the foregoing, this Section 1.1.1 shall be deemed not breached solely as a result of depositsthe ownership by the Restricted Party or any of his, the provision her or its Affiliates of trust services, the making less than an aggregate of loans and/or the extension of credit, brokering loans and/or leases and the provision of insurance and investment services, within a 25 mile radius 1% of any office class of stock that is subject to the periodic reporting requirements of the Securities Exchange Act of 1934 and is listed on a national securities exchange. For the avoidance of doubt, this Agreement shall not restrict the Restricted Party from performing his or facility her duties as an officer, director or employee of Parent, its successors-in-interest or their respective Subsidiaries. [Notwithstanding anything to the contrary herein, Restricted Party shall in no way be restricted or prohibited from continuing to hold his passive investment in Good Karma Foods (provided, that, while he may take action to maintain his percentage ownership of Good Karma Foods as of the date hereof, he may not take any action the effect of which would result in an increase in his percentage ownership of Good Karma Foods as of the date hereof unless previously approved by the Monitoring Committee of the Company, which the Bank or any of their Affiliates. This provision shall not restrict the Employee from owning or investing in publicly traded securities of financial institutions, so long as his or her aggregate holdings in any financial institution do not exceed ten percent (10%) of the outstanding capital stock of such institution. During the Period of Employment hereunder, and for a period of two years thereafter no matter the reason of termination, the Employee Company agrees will not solicit be unreasonably withheld, conditioned, or delayed). For the sake of clarity, any person who was a customer increase in Restricted Party’s percentage ownership of Good Karma Foods through the Company actions of others (such as redemptions, stock splits, or the Bank during the period of the Employee’s employment hereunder, or solicit potential customers who are or were identified through leads developed during the course of employment with the Company or the Bank, or otherwise divert or attempt to divert any existing business of the Company or the Bank within any area of 100 miles of any office or facility of the Company, the Bank or any of their Affiliates. The Employee will not, either during the Period of Employment hereunder or for a period of two years thereafter directly for himself or any third party, solicit, induce, recruit or cause another person in the employment of the Bank, the Company or any of their Affiliates to terminate his or her employment for the purposes of joining, associating, or becoming employed with any business or activity which is in competition with any services or financial products sold, or any business or activity engaged in, by Company or the Bank. The Employee understands that in the event of a violation of any provision of this Agreement, the Company or the Bank shall have the right to seek injunctive relief, in addition to any other existing rights provided in this Agreement or by operation of law, without the requirement of posting bond. The remedies provided in this paragraph shall be in addition to any legal or equitable remedies existing at law or provided for in any other agreement between the Employee, the Bank or the Company, and like) shall not be construed as a limitation upon, or as an alternative or in lieu of, any such remedies. If any provisions of governed by this paragraph shall be determined by a court of competent jurisdiction to be unenforceable in part by reason of it being too great a period of time or covering too great a geographical area, it shall be in full force and effect as to that period of time or geographical area determined to be reasonable by the court.restriction.]1

Non-Competition. During the Restricted Period of Employment hereunder, and in the event the Employee’s employment is terminated pursuant to subparagraphs 10.2 or 10.3 hereofRestricted Area, then for the later of (a) one year thereafter or (b) the period during which compensation or benefits are being provided pursuant to this Agreement after its termination, the Employee will not engage in or carry on, directly for himself or herself or any third partyindirectly, become engaged in any a business or activity which is directly in competition with any services or financial products sold by, or any business or activity engaged in by, the Company or the Bank, including, without limitation, any business or activity engaged in by any federally or state chartered bank, savings bank, savings similar to and loan association, trust company and/or credit union, and/or any services or financial products sold by such entities, including, without limitation, the taking and accepting of deposits, the provision of trust services, the making of loans and/or the extension of credit, brokering loans and/or leases and the provision of insurance and investment services, within a 25 mile radius of any office or facility of the Company, the Bank or any of their Affiliates. This provision shall not restrict the Employee from owning or investing in publicly traded securities of financial institutions, so long as his or her aggregate holdings in any financial institution do not exceed ten percent (10%) of the outstanding capital stock of such institution. During the Period of Employment hereunder, and for a period of two years thereafter no matter the reason of termination, the Employee will not solicit any person who was a customer of the Company or the Bank during the period of the Employee’s employment hereunder, or solicit potential customers who are or were identified through leads developed during the course of employment competitive with the Company or the Bank, or otherwise divert or attempt to divert any existing business of the Company or the Bank within any area of 100 miles of any office or facility other member of the CompanyCompany Group for which Executive performs services, including any business engaged in: (i) well construction, well intervention integrity, subsea well access, well flow management and production solutions similar to those divisions of the Bank Company Group that engage in such activities, (ii) the business conducted by any other Company Group divisions in operation during the Employment Term for which Executive has direct or indirect responsibility, and (iii) any of their Affiliatesother business involving the Company Group’s current and planned (future) business, bids, projects, contracts, and Company Relationships (the “Competing Business”). The Accordingly, during the Restricted Period and in the Restricted Area, Employee will not, either directly or indirectly, own, manage, operate, join, become employed or engaged by, partner in, control, participate in, be connected with, loan money or sell or lease equipment or property to, or otherwise be affiliated with any Competing Business. For further clarity, Competing Business shall include the design, sales, marketing, fabrication, installation, provision, rental, repair, or manufacturing of products or services similar to or functionally equivalent to those designed, sold, installed, repaired, fabricated, manufactured, produced, provided, rented, marketed or licensed by the Company. The foregoing notwithstanding, Employee may own less than 2% of the outstanding stock of any class for a Competing Business which sells its stock on a national securities exchange and if Employee is not involved in the management of such Competing Business. Further, Competing Business and Restricted Area, as defined above, shall not include any geographic areas, services, or products of the Company in which Employee had no responsibility, no involvement, and about which he/she had no access to Confidential Information or Company Relationships during the Period last 12 months of Employment hereunder or for a period of two years thereafter directly for himself or any third party, solicit, induce, recruit or cause another person in the Employee’s employment of the Bank, the Company or any of their Affiliates to terminate his or her employment for the purposes of joining, associating, or becoming employed with any business or activity which is in competition with any services or financial products sold, or any business or activity engaged in, by Company or the Bank. The Employee understands that in the event of a violation of any provision of this Agreement, the Company or the Bank shall have the right to seek injunctive relief, in addition to any other existing rights provided in this Agreement or by operation of law, without the requirement of posting bond. The remedies provided in this paragraph shall be in addition to any legal or equitable remedies existing at law or provided for in any other agreement between the Employee, the Bank or the Company, and shall not be construed as a limitation upon, or as an alternative or in lieu of, any such remedies. If any provisions of this paragraph shall be determined by a court of competent jurisdiction to be unenforceable in part by reason of it being too great a period of time or covering too great a geographical area, it shall be in full force and effect as to that period of time or geographical area determined to be reasonable by the court.

Non-Competition. During the Period of Employment hereunderThe Employee agrees that, and except as set forth in the event Schedule A, attached hereto, during the Employee’s employment is terminated pursuant to subparagraphs 10.2 or 10.3 hereof, then for the later of (a) one year thereafter or (b) the period during which compensation or benefits are being provided pursuant to this Agreement after its termination, the Employee will not directly for himself or herself or any third party, become engaged in any business or activity which is directly in competition with any services or financial products sold by, or any business or activity engaged in by, by the Company or the Bank, including, without limitation, any business or activity engaged in by any federally or state chartered bank, savings bank, savings and loan association, trust company and/or credit union, and/or any services or financial products sold by such entities, including, without limitation, the taking and accepting of deposits, the provision of trust services, the making of loans and/or the extension of credit, brokering loans and/or leases and the provision of insurance and investment services, within a 25 mile radius of any office or facility of the Company, the Bank or any of their Affiliates. This provision shall not restrict the Employee from owning or investing in publicly traded securities of financial institutions, so long as his or her aggregate holdings in any financial institution do not exceed ten percent (10%) of the outstanding capital stock of such institution. During the Period of Employment hereunder, hereunder and for a an additional period of two years thereafter no matter six (6) months after the reason of termination, the Employee will not solicit any person who was a customer of the Company or the Bank during the period termination of the Employee’s employment hereunderhereunder (with respect to central nervous system disorders and pediatric epilepsies) and a period of twelve (12) months (with respect to status epilepticus and any other Competitive Business), neither the Employee nor any corporation or other entity in which the Employee may be interested as a partner, trustee, director, officer, employee, agent, shareholder, lender of money or guarantor, or solicit potential customers who are for which the Employee performs services in any capacity (including as a consultant or were identified through leads developed independent contractor) shall at any time during such period (i) be engaged, directly or indirectly, in any Competitive Business (as that term is hereinafter defined) or (ii) solicit, hire, contract for services or otherwise employ, directly or indirectly, any of the course employees of the Company. For purposes of this Section 5(b), the term “Competitive Business” shall mean any firm or business organization that competes with the Company in the development and/or commercialization of drugs that prevent or treat partial complex seizures, post-traumatic stress disorder or fragile-x syndrome or any other Ganaxolone-related technology, product or service being developed, manufactured, marketed, distributed or planned in writing by the Company at the time of termination of the Employee’s employment with the Company. The foregoing prohibition shall not prevent any employment or engagement of the Employee, after termination of employment with the Company, by any company or business organization not substantially engaged in a Competitive Business as long as the activities of any such employment or engagement, in any capacity, do not involve work on matters related to any product or service being developed, manufactured, marketed, distributed or planned in writing by the Company or at the Bank, or otherwise divert or attempt time of termination of Employee’s employment with the Company. The Employee’s ownership of no more than 5% of the outstanding voting stock of a publicly traded company shall not constitute a violation of this Section 5(b). The Employee is entering into this covenant not to divert any existing business compete to continue the Employee’s undertaking in the Prior Agreement and in consideration of the additional agreements of the Company or the Bank within any area of 100 miles of any office or facility of the Company, the Bank or any of their Affiliates. The Employee will not, either during the Period of Employment hereunder or for a period of two years thereafter directly for himself or any third party, solicit, induce, recruit or cause another person in the employment of the Bank, the Company or any of their Affiliates to terminate his or her employment for the purposes of joining, associating, or becoming employed with any business or activity which is in competition with any services or financial products sold, or any business or activity engaged in, by Company or the Bank. The Employee understands that in the event of a violation of any provision of this Agreement, including but not limited to the Company or rights of the Bank shall have the right to seek injunctive relief, Employee set forth in addition to any other existing rights provided in this Agreement or by operation of law, without the requirement of posting bond. The remedies provided in this paragraph shall be in addition to any legal or equitable remedies existing at law or provided for in any other agreement between the Employee, the Bank or the Company, Sections 4(d) and shall not be construed as a limitation upon, or as an alternative or in lieu of, any such remedies. If any provisions of this paragraph shall be determined by a court of competent jurisdiction to be unenforceable in part by reason of it being too great a period of time or covering too great a geographical area, it shall be in full force and effect as to that period of time or geographical area determined to be reasonable by the court4(e).

Non-Competition. During the Period period of Employment hereunder, and in the event the Employee’s employment is terminated pursuant to subparagraphs 10.2 or 10.3 hereof, then for the later of (a) one year thereafter or (b) the period during which compensation or benefits are being provided pursuant to this Agreement after its termination, the Employee will not directly for himself or herself or any third party, become engaged in any business or activity which is directly in competition with any services or financial products sold by, or any business or activity engaged in by, the Company or and thereafter during the BankRestricted Period, includingEmployee covenants and agrees that, without limitation, any in connection with the business or activity engaged in by any federally or state chartered bank, savings bank, savings operations and loan association, trust company and/or credit union, and/or any services or financial products sold by such entities, including, without limitation, prospective interests of the taking and accepting Company on the date of deposits, the provision of trust services, the making of loans and/or the extension of credit, brokering loans and/or leases and the provision of insurance and investment services, within a 25 mile radius of any office or facility Employee’s termination as an employee of the Company, which prospective interests are disclosed or known to Employee prior to or on the Bank date of Employee’s termination as an employee of the Company, he shall not, directly or indirectly, own any interest in, manage, control, participate in, consult with, render services for, or in any manner engage in any businesses in competition with the Company or materially adverse to the Company (unless the Company’s Board of their AffiliatesDirectors shall have authorized such activity and the Company shall have consented thereto in writing). This provision shall not restrict Investments in less than 5% of the Employee from owning or investing in publicly traded outstanding securities of financial institutions, so long as his any class of the Company subject to the reporting requirements of Section 13 or her aggregate holdings in any financial institution do not exceed ten percent (10%Section 15(d) of the outstanding capital stock Securities Exchange Act of such institution1934, as amended, shall not be prohibited by this section. During the Period For purposes of Employment hereunder, and for a period of two years thereafter no matter the reason of terminationthis Section 5(d), the Employee will not solicit term “Company” shall include CAMAC Energy Inc. and any person who was of its affiliates or subsidiaries or any company in which it is a customer minority shareholder or a joint venture partner. For purposes of this Section 5(d), the Company term “businesses” shall mean any enterprise, commercial venture, or project involving oil and gas exploration, development, production or distribution activities in the Bank same geographic areas as the Company’s activities during the period of the Employee’s employment hereunderemployment. Further, or solicit potential customers who are or were identified through leads developed during the course period of Employee’s employment with the Company and thereafter during the Restricted Period, Employee covenants and agrees that he will not directly or the Bank, indirectly through another entity induce or otherwise divert attempt to influence any employee of the Company to leave the Company’s employment or in any way interfere with the relationship between the Company and any employee thereof. Further, Employee will not induce or attempt to divert induce any existing customer, supplier, licensee, joint venture partner, shareholder, licensor or other business relation of the Company to cease doing business with the Company or in any way interfere with the Bank within relationship between any area of 100 miles of any office such customer, supplier, licensee, joint venture partner, shareholder, licensor or facility business relation of the Company, . If (i) pursuant to the Bank arbitration process described in Section 6(c) of this Employment Agreement (or any of their Affiliates. The Employee will not, either during the Period of Employment hereunder or for a period of two years thereafter directly for himself or any third party, solicit, induce, recruit or cause another person in the employment of the Bank, such other process as to which the Company or any of their Affiliates to terminate his or her employment for and Employee may agree upon in writing), it is determined that Employee has violated the purposes of joining, associating, or becoming employed with any business or activity which is in competition with any services or financial products sold, or any business or activity engaged in, by Company or the Bank. The Employee understands that in the event of a violation of any provision provisions of this AgreementSection 5(d), and (ii) Employee has received a payment from the Company pursuant to Section 4(a)(2)(v), Section 4(a)(3)(s), Section 4(a)(3)(t), Section 4(a)(4)(s) or Section 4(a)(4)(t) of this Employment Agreement (the Bank shall have the right to seek injunctive relief“Lump Sum Severance Amount”), then, in addition to any other existing rights provided in this Agreement or by operation of lawremedies that the Company may have, without the requirement of posting bond. The remedies provided in this paragraph Employee shall be in addition obligated, and hereby agrees, to any legal or equitable remedies existing at law or provided for in any other agreement between the Employee, the Bank or pay the Company, as liquidated damages, an amount (but not less than zero) equal to the product of (x) the Lump Sum Severance Amount and shall not be construed as (y) a limitation upon, or as an alternative or in lieu of, any such remedies. If any provisions fraction whose numerator is the excess of twenty-four (24) over the number of calendar months that have elapsed since the last day of Employee’s termination of employment under Section 4 of this paragraph shall be determined by a court of competent jurisdiction to be unenforceable in part by reason of it being too great a period of time or covering too great a geographical area, it shall be in full force Employment Agreement and effect as to that period of time or geographical area determined to be reasonable by the courtwhose denominator is twenty-four (24).

Non-Competition. During The Company at any time shall have the Period right to cause a forfeiture of Employment hereunder, and the rights of the Optionee on account of the Optionee taking actions in competition with the Company while employed or engaged in any Service by the Company or an Affiliate or within six (6) months after termination of such employment or other Service. If the Optionee takes actions in competition with the Company while employed or in the event Service of the Employee’s employment is terminated pursuant Company or within six (6) months after termination, any Options that vested during such six (6) month period following termination shall be forfeited, and, for any Options that were exercised during the such six month period, the Optionee shall pay to subparagraphs 10.2 or 10.3 hereof, then for the later Company an amount equal to the aggregate value that the Optionee realized on the exercise of (a) one year thereafter or (b) such shares. Any amount required to be paid by you to the period during which compensation or benefits are being provided Company pursuant to this Agreement after its terminationparagraph shall be reduced by any amount repaid by you to the Company pursuant to Section 304 of the Xxxxxxxx-Xxxxx Act of 2002. Unless otherwise specified in an employment or other agreement between the Company and the Optionee, the Employee will not directly for himself or herself or any third party, become engaged in any business or activity which is directly Optionee takes actions in competition with the Company if he or she directly or indirectly owns any interest in, operates, joins, controls or participates as a partner, director, principal, officer, or agent of, enters into the employment of, acts as a consultant to, or performs any services or financial products sold byfor, or any entity which has material operations which compete with any business or activity engaged in by, which the Company or any of its Subsidiaries is engaged during the Bank, including, without limitation, any business Optionee’s employment or activity engaged in by any federally or state chartered bank, savings bank, savings and loan association, trust company and/or credit union, and/or any services or financial products sold by such entities, including, without limitation, other relationship with the taking and accepting of deposits, the provision of trust services, the making of loans and/or the extension of credit, brokering loans and/or leases and the provision of insurance and investment services, within a 25 mile radius of any office or facility of the Company, the Bank Company or any of their Affiliatesits Affiliates or Service Providers or at the time of the Optionee’s termination of employment or other relationship. This provision shall not restrict The ownership by the Employee from owning or investing in publicly traded securities Optionee of financial institutions, so long as his or her aggregate holdings in any financial institution do not exceed ten less than five percent (105%) of the outstanding capital stock of such institution. During the Period of Employment hereunder, and for any corporation listed on a period of two years thereafter no matter the reason of termination, the Employee will national securities exchange shall not solicit any person who was a customer of the Company or the Bank during the period of the Employee’s employment hereunder, or solicit potential customers who are or were identified through leads developed during the course of employment with the Company or the Bank, or otherwise divert or attempt to divert any existing business of the Company or the Bank within any area of 100 miles of any office or facility of the Company, the Bank or any of their Affiliates. The Employee will not, either during the Period of Employment hereunder or for a period of two years thereafter directly for himself or any third party, solicit, induce, recruit or cause another person in the employment of the Bank, the Company or any of their Affiliates to terminate his or her employment for the purposes of joining, associating, or becoming employed with any business or activity which is in competition with any services or financial products sold, or any business or activity engaged in, by Company or the Bank. The Employee understands that in the event of be deemed a violation of any provision of this Agreement, the Company or the Bank shall have the right to seek injunctive relief, in addition to any other existing rights provided in this Agreement or by operation of law, without the requirement of posting bond. The remedies provided in this paragraph shall be in addition to any legal or equitable remedies existing at law or provided for in any other agreement between the Employee, the Bank or the Company, and shall not be construed as a limitation upon, or as an alternative or in lieu of, any such remedies. If any provisions of this paragraph shall be determined by a court of competent jurisdiction to be unenforceable in part by reason of it being too great a period of time or covering too great a geographical area, it shall be in full force and effect as to that period of time or geographical area determined to be reasonable by the courtprovision.

Non-Competition. During By and in consideration of the Period of Company’s entering into this Employment Agreement and the payments to be made and benefits to be provided by the Company hereunder, and in further consideration of the event Executive’s exposure to the EmployeeConfidential Information of the Company and its affiliates, the Executive agrees that the Executive shall not, during the Executive’s employment is terminated pursuant to subparagraphs 10.2 with the Company (whether during the Term or 10.3 hereofthereafter) and for a period of twelve (12) months thereafter (the “Restriction Period”), then directly or indirectly (other than in connection with carrying out his responsibilities for the later of (a) one year thereafter or (b) the period during which compensation or benefits are being provided pursuant to this Agreement after Company and its terminationaffiliates), the Employee will not directly for himself or herself or any third partyown, become engaged in any business or activity which is directly in competition with any services or financial products sold manage, operate, join, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any business or activity engaged in by, the Company or the Bankmanner with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, partner, or investor in, any Restricted Enterprise (as defined below); provided, that in no event shall ownership of three percent (3%) or less of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 4.2, so long as the Executive does not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a stockholder thereof. For purposes of this paragraph, “Restricted Enterprise” shall mean any Person that is actively engaged in any geographic area in which the Parent, the Company, or any of their respective subsidiaries (the “Company Group”) operates or markets in any business which is in material competition with the business of any member of the Company Group (i) conducted during the preceding twelve (12) months (or activity engaged in following the Executive’s termination of employment, the twelve (12) months preceding the date of termination of the Executive’s employment with the Company) or (ii) proposed to be conducted by any federally member of the Company Group in its business plan as in effect at that time (or state chartered bank, savings bank, savings and loan association, trust company and/or credit union, and/or any services or financial products sold by such entities, including, without limitationfollowing the Executive’s termination of employment, the taking and accepting business plan as in effect as of depositsthe date of termination of the Executive’s employment with the Company). During the Restriction Period, the provision of trust services, the making of loans and/or the extension of credit, brokering loans and/or leases and the provision of insurance and investment services, within a 25 mile radius of any office or facility upon request of the Company, the Bank or any of their Affiliates. This provision Executive shall not restrict notify the Employee from owning or investing in publicly traded securities of financial institutions, so long as his or her aggregate holdings in any financial institution do not exceed ten percent (10%) Company of the outstanding capital stock of such institution. During the Period of Employment hereunder, and for a period of two years thereafter no matter the reason of termination, the Employee will not solicit any person who was a customer of the Company or the Bank during the period of the EmployeeExecutive’s then-current employment hereunder, or solicit potential customers who are or were identified through leads developed during the course of employment with the Company or the Bank, or otherwise divert or attempt to divert any existing business of the Company or the Bank within any area of 100 miles of any office or facility of the Company, the Bank or any of their Affiliates. The Employee will not, either during the Period of Employment hereunder or for a period of two years thereafter directly for himself or any third party, solicit, induce, recruit or cause another person in the employment of the Bank, the Company or any of their Affiliates to terminate his or her employment for the purposes of joining, associating, or becoming employed with any business or activity which is in competition with any services or financial products sold, or any business or activity engaged in, by Company or the Bank. The Employee understands that in the event of a violation of any provision of this Agreement, the Company or the Bank shall have the right to seek injunctive relief, in addition to any other existing rights provided in this Agreement or by operation of law, without the requirement of posting bond. The remedies provided in this paragraph shall be in addition to any legal or equitable remedies existing at law or provided for in any other agreement between the Employee, the Bank or the Company, and shall not be construed as a limitation upon, or as an alternative or in lieu of, any such remedies. If any provisions of this paragraph shall be determined by a court of competent jurisdiction to be unenforceable in part by reason of it being too great a period of time or covering too great a geographical area, it shall be in full force and effect as to that period of time or geographical area determined to be reasonable by the courtstatus.

Non-Competition. During In consideration for the Period termination payments and benefits that the Executive may receive in accordance with Section 7 of Employment hereunderthis Agreement, and in the event Executive agrees that during the Employeeperiod of the Executive’s employment is terminated pursuant to subparagraphs 10.2 or 10.3 hereof, then for with the later Company and until two (2) years after the termination of (a) one year thereafter or (b) the period during which compensation or benefits are being provided pursuant to this Agreement after its terminationExecutive’s employment with the Company, the Employee Executive will not not, directly for himself or herself indirectly, either (i) on the Executive’s own behalf or as a partner, officer, director, trustee, executive, agent, consultant or member of any third partyperson, become engaged firm or corporation, or otherwise, enter into the employ of, render any service to, or engage in any business or activity which is directly in competition the same as or competitive with any services or financial products sold by, or any business or activity engaged in by, conducted by the Company or the Bank, including, without limitation, any of its Affiliate (unless Executive is engaged only in an aspect of such business or activity that is not competitive with any business or activity engaged in conducted by any federally or state chartered bank, savings bank, savings and loan association, trust company and/or credit union, and/or any services or financial products sold by such entities, including, without limitation, the taking and accepting of deposits, the provision of trust services, the making of loans and/or the extension of credit, brokering loans and/or leases and the provision of insurance and investment services, within a 25 mile radius of any office or facility of the Company, the Bank Company or any of their Affiliates. This provision shall not restrict the Employee from owning its Affiliates and is not, directly or investing in publicly traded securities of financial institutionsindirectly, so long as his or her aggregate holdings engaged in any financial institution do not exceed ten percent (10%) of the outstanding capital stock aspect of such institution. During business or activity that is competitive with any business or activity conducted by the Period Company or any of Employment hereunderits Affiliates), and for or (ii) become an officer, employee or consultant of, or otherwise assume a period of two years thereafter no matter the reason of terminationsubstantial role or relationship with, the Employee will not solicit any person who was governmental entity, agency or political subdivision that is a client or customer of the Company or any of its Affiliates; provided, however, that the Bank during foregoing shall not be deemed to prevent the Executive from investing in securities of any company having a class of securities which is publicly traded, so long as through such investment holdings in the aggregate, the Executive is not deemed to be the beneficial owner of more than five percent (5%) of the class of securities that is so publicly traded. During the period of the EmployeeExecutive’s employment hereunder, or solicit potential customers who are or were identified through leads developed during and until two (2) years after the course of employment with the Company or the Bank, or otherwise divert or attempt to divert any existing business termination of the Company or the Bank within any area of 100 miles of any office or facility of the CompanyExecutive’s employment, the Bank or any of their Affiliates. The Employee Executive will not, either during without the Period Company’s prior written consent, directly or indirectly, on the Executive’s own behalf or as a partner, shareholder, officer, executive, director, trustee, agent, consultant or member of Employment hereunder any person, firm or for a period corporation or otherwise, seek to employ or otherwise seek the services of two years thereafter directly for himself any employee or any third party, solicit, induce, recruit or cause another person in the employment consultant of the Bank, the Company or any of their Affiliates its Affiliates. Notwithstanding anything to terminate his or her employment for the purposes of joining, associating, or becoming employed with any business or activity which is contrary in competition with any services or financial products sold, or any business or activity engaged in, by Company or the Bank. The Employee understands that in the event of a violation of any provision of this Agreement, the provisions of this Section 8(B) shall be null and void and of no further force or effect if the Executive’s employment is terminated by the Company in connection with or as a result of the liquidation, dissolution, insolvency or other winding up of the affairs of the Company or any of its Affiliates other than in connection with a sale of substantially all the Bank shall have assets of the right to seek injunctive relief, in addition to Company or any other existing rights provided in this Agreement or by operation of lawits Affiliates, without the requirement establishment of posting bond. The remedies provided in this paragraph shall be in addition a successor entity to any legal or equitable remedies existing at law or provided for in any other agreement between the Employee, the Bank or the Company, and shall not be construed as a limitation upon, or as an alternative or in lieu of, any such remedies. If any provisions of this paragraph shall be determined by a court of competent jurisdiction to be unenforceable in part by reason of it being too great a period of time or covering too great a geographical area, it shall be in full force and effect as to that period of time or geographical area determined to be reasonable by the court.

Non-Competition. During By and in consideration of the Period of Parent’s and the Company’s entering into this Employment Agreement and the payments to be made and benefits to be provided by the Company hereunder, and in further consideration of the event Executive’s exposure to the EmployeeConfidential Information of the Company and its affiliates, the Executive agrees that the Executive shall not, during the Executive’s employment is terminated pursuant to subparagraphs 10.2 with the Company (whether during the Term or 10.3 hereofthereafter) and for a period of twelve (12) months thereafter (the “Restriction Period”), then directly or indirectly (other than in connection with carrying out his responsibilities for the later of (a) one year thereafter or (b) the period during which compensation or benefits are being provided pursuant to this Agreement after Company and its terminationaffiliates), the Employee will not directly for himself or herself or any third partyown, become engaged in any business or activity which is directly in competition with any services or financial products sold manage, operate, join, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any business or activity engaged in by, the Company or the Bankmanner with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, partner, or investor in, any Restricted Enterprise (as defined below); provided, that in no event shall ownership of three percent (3%) or less of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 4.2, so long as the Executive does not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a stockholder thereof. For purposes of this paragraph, “Restricted Enterprise” shall mean any Person that is actively engaged in any geographic area in which the Parent, the Company, or any of their respective subsidiaries (the “Company Group”) operates or markets in any business which is in material competition with the business of any member of the Company Group or activity engaged in any of its subsidiaries (i) conducted during the preceding twelve (12) months (or following the Executive’s termination of employment, the twelve (12) months preceding the date of termination of the Executive’s employment with the Company) or (ii) proposed to be conducted by any federally member of the Company Group in its business plan as in effect at that time (or state chartered bank, savings bank, savings and loan association, trust company and/or credit union, and/or any services or financial products sold by such entities, including, without limitationfollowing the Executive’s termination of employment, the taking and accepting business plan as in effect as of depositsthe date of termination of the Executive’s employment with the Company). During the Restriction Period, the provision of trust services, the making of loans and/or the extension of credit, brokering loans and/or leases and the provision of insurance and investment services, within a 25 mile radius of any office or facility upon request of the Company, the Bank or any of their Affiliates. This provision Executive shall not restrict notify the Employee from owning or investing in publicly traded securities of financial institutions, so long as his or her aggregate holdings in any financial institution do not exceed ten percent (10%) Company of the outstanding capital stock of such institution. During the Period of Employment hereunder, and for a period of two years thereafter no matter the reason of termination, the Employee will not solicit any person who was a customer of the Company or the Bank during the period of the EmployeeExecutive’s then-current employment hereunder, or solicit potential customers who are or were identified through leads developed during the course of employment with the Company or the Bank, or otherwise divert or attempt to divert any existing business of the Company or the Bank within any area of 100 miles of any office or facility of the Company, the Bank or any of their Affiliates. The Employee will not, either during the Period of Employment hereunder or for a period of two years thereafter directly for himself or any third party, solicit, induce, recruit or cause another person in the employment of the Bank, the Company or any of their Affiliates to terminate his or her employment for the purposes of joining, associating, or becoming employed with any business or activity which is in competition with any services or financial products sold, or any business or activity engaged in, by Company or the Bank. The Employee understands that in the event of a violation of any provision of this Agreement, the Company or the Bank shall have the right to seek injunctive relief, in addition to any other existing rights provided in this Agreement or by operation of law, without the requirement of posting bond. The remedies provided in this paragraph shall be in addition to any legal or equitable remedies existing at law or provided for in any other agreement between the Employee, the Bank or the Company, and shall not be construed as a limitation upon, or as an alternative or in lieu of, any such remedies. If any provisions of this paragraph shall be determined by a court of competent jurisdiction to be unenforceable in part by reason of it being too great a period of time or covering too great a geographical area, it shall be in full force and effect as to that period of time or geographical area determined to be reasonable by the courtstatus.

Non-Competition. During So long as Executive is employed by the Period Company under this Agreement and for (i) the eighteen (18) month period following the termination of Employment hereunder, and Executive’s employment with the Company in the event the EmployeeExecutive’s employment is terminated pursuant by the Company without Cause or by Executive for Good Reason, in each case, within three (3) months prior to subparagraphs 10.2 a Change of Control or 10.3 hereof, then for the later eighteen (18) months after a Change of (a) one year thereafter Control or (bii) the nine (9) month period during which compensation or benefits are being provided pursuant to this Agreement after its terminationfollowing the termination of Executive’s employment with the Company for any reason not covered by clause (i) (such applicable period, the Employee “Restricted Period”), Executive agrees that Executive will not not, directly for himself or herself indirectly, without the prior written consent of the Company, engage in Competition with OptiNose. “Competition” means participating, directly or indirectly, as an individual proprietor, partner, stockholder, officer, employee, director, joint venturer, investor, lender, consultant or in any third party, become engaged other capacity whatsoever in any business or activity which is directly in competition venture that competes with any services or financial products sold by, or any business or activity that OptiNose is engaged in by, the Company or the Bank, including, without limitation, any business or activity engaged in by any federally or state chartered bank, savings bank, savings and loan association, trust company and/or credit union, and/or any services or financial products sold by such entities, including, without limitation, the taking and accepting of deposits, the provision of trust services, the making of loans and/or the extension of credit, brokering loans and/or leases and the provision of insurance and investment services, within a 25 mile radius of any office or facility as of the Company, the Bank or any date of their Affiliates. This provision shall not restrict the Employee from owning or investing in publicly traded securities of financial institutions, so long as his or her aggregate holdings in any financial institution do not exceed ten percent (10%) of the outstanding capital stock of such institution. During the Period of Employment hereunder, and for a period of two years thereafter no matter the reason of termination, the Employee will not solicit any person who was a customer of the Company or the Bank during the period of the EmployeeExecutive’s employment hereunder, or solicit potential customers who are or were identified through leads developed during the course of employment termination with the Company or is actively planning to engage in as of the Bankdate of Executive’s employment termination with the Company. Notwithstanding the foregoing, after Executive’s employment termination, employment by or otherwise divert consultation for a publicly traded company that derives less than five percent (5%) of its net revenues from activities that compete with business that OptiNose engages in, shall not constitute Competition so long as Executive does not provide employment or attempt consulting services to divert any existing the business segment of such publicly traded company that engages in such competitive activities. Executive is entering into this covenant not to compete in consideration of the agreements of the Company or the Bank within any area of 100 miles of any office or facility of the Company, the Bank or any of their Affiliates. The Employee will not, either during the Period of Employment hereunder or for a period of two years thereafter directly for himself or any third party, solicit, induce, recruit or cause another person in the employment of the Bank, the Company or any of their Affiliates to terminate his or her employment for the purposes of joining, associating, or becoming employed with any business or activity which is in competition with any services or financial products sold, or any business or activity engaged in, by Company or the Bank. The Employee understands that in the event of a violation of any provision of this Agreement, including but not limited to, the agreement of the Company or to provide the Bank shall have the right severance and other benefits to seek injunctive reliefExecutive upon a employment termination pursuant to Sections 6(e) and (f) hereof, in addition to any other existing rights provided in this Agreement or by operation of law, without the requirement of posting bond. The remedies provided in this paragraph shall be in addition to any legal or equitable remedies existing at law or provided for in any other agreement between the Employee, the Bank or the Company, and shall not be construed as a limitation upon, or as an alternative or in lieu of, any such remedies. If any provisions of this paragraph shall be determined by a court of competent jurisdiction to be unenforceable in part by reason of it being too great a period of time or covering too great a geographical area, it shall be in full force and effect as to that period of time or geographical area determined to be reasonable by the courtapplicable.

Non-Competition. During the Period Executive acknowledges that Executive's services and responsibilities are of Employment hereunderparticular significance to Employer and that Executive's position with Employer has given and will give Executive close knowledge of Employer's policies and trade secrets. Since Employer is in a creative and competitive business, Executive's continued and in the event the Employee’s employment is terminated pursuant exclusive service to subparagraphs 10.2 or 10.3 hereof, then for the later of (a) one year thereafter or (b) the period during which compensation or benefits are being provided pursuant to Employer under this Agreement after its terminationis of a high degree of importance. Executive covenants and agrees with Employer that Executive will not, during the Employee will not directly for himself or herself or any third party, become engaged in any business or activity which is directly in competition with any services or financial products sold by, or any business or activity engaged in by, the Company or the Bank, including, without limitation, any business or activity engaged in by any federally or state chartered bank, savings bank, savings and loan association, trust company and/or credit union, and/or any services or financial products sold by such entities, including, without limitation, the taking and accepting term of deposits, the provision of trust services, the making of loans and/or the extension of credit, brokering loans and/or leases and the provision of insurance and investment services, within a 25 mile radius of any office or facility of the Company, the Bank or any of their Affiliates. This provision shall not restrict the Employee from owning or investing in publicly traded securities of financial institutions, so long as his or her aggregate holdings in any financial institution do not exceed ten percent (10%) of the outstanding capital stock of such institution. During the Period of Employment hereunder, this Agreement and for a period of two years thereafter no matter twenty-four months after the reason termination of termination, the Employee will not solicit any person who was a customer of the Company or the Bank during the period of the Employee’s Executive's employment hereunder, in any manner, directly or solicit potential customers who are or were identified through leads developed during the course of employment with the Company or the Bankindirectly, or otherwise divert (i) induce or attempt to influence any present or future officer, employee, lessor, lessee, licensor or licensee of Employer to leave its employment or solicit or divert or service any existing business of the Company customers or the Bank within any area of 100 miles of any office clients that Employer has or facility of the Company, the Bank or any of their Affiliates. The Employee will not, either during the Period of Employment hereunder or for a period of two years thereafter directly for himself or any third party, solicit, induce, recruit or cause another person had in the employment one (1) year previous to the date of the Bank, the Company or any of their Affiliates to terminate his or her employment for the purposes of joining, associating, or becoming employed with any business or activity which is in competition with any services or financial products sold, or any business or activity engaged in, by Company or the Bank. The Employee understands that in the event of a violation of any provision termination of this Agreement, the Company or the Bank shall have the right to seek injunctive relief(ii) engage, in addition to North America or any other existing rights provided territory in which Employer does business, in any businesses presently engaged in or to be engaged in by Employer during the term of this Agreement Agreement, and (iii) except for ownership of no more than 1% of the capital stock, be a stockholder of any corporation, or by operation directly or indirectly own, manage, operate, conduct, control or participate in the ownership, management, operation, conduct, control of, accept employment with, or be connected in any other manner with, any business which engages in any direct competitive activity in any of law, without the requirement of posting bondproduct categories in which Employer currently sells or shall sell at any time during the Term in any such geographic region. The remedies provided non-competition restrictions continued in this paragraph 11 shall be in addition also apply to any legal activities of CYSP in which Executive engages on behalf of Employer or equitable remedies existing at law CYSP. Notwithstanding the foregoing if Executive is terminated without cause or provided terminates his employment for in any other agreement between the EmployeeGood Reason, the Bank or the Company, and shall not be construed as a limitation upon, or as an alternative or non-competition provisions contained in lieu of, any such remedies. If any provisions of this paragraph 11 shall be determined by a court terminate as of competent jurisdiction to be unenforceable in part by reason the effective date of it being too great a period of time or covering too great a geographical area, it shall be in full force and effect as to that period of time or geographical area determined to be reasonable by the courtsuch termination.

Non-Competition. During In consideration of the Period Company's grant of Employment hereunder, and in the event Award to the Employee’s employment is terminated pursuant to subparagraphs 10.2 or 10.3 hereof, then for the later of (a) one year thereafter or (b) the period during which compensation or benefits are being provided pursuant to this Agreement after its terminationGrantee, the Employee will not directly for himself or herself or any third partyGrantee agrees that, become engaged during the Restricted Period (as defined in any business or activity which is directly in competition with any services or financial products sold by, or any business or activity engaged in bySection 3.14(i) of this Award Agreement), the Company Grantee will not, directly or indirectly (except on behalf of or with the Bank, including, without limitation, any business or activity engaged in by any federally or state chartered bank, savings bank, savings and loan association, trust company and/or credit union, and/or any services or financial products sold by such entities, including, without limitation, the taking and accepting of deposits, the provision of trust services, the making of loans and/or the extension of credit, brokering loans and/or leases and the provision of insurance and investment services, within a 25 mile radius of any office or facility prior written consent of the Company, which consent may be withheld in the Bank Company's sole discretion): (i) provide services of a leadership, management, executive, operational, or any advisory capacity and/or participate in the ownership of their Affiliates. This provision shall not restrict or provide financial backing to an automotive dealership that is located within the Employee from owning or investing Area (as defined in publicly traded securities of financial institutions, so long as his or her aggregate holdings in any financial institution do not exceed ten percent (10%Section 3.14(i) of the outstanding capital stock of such institution. During the Period of Employment hereunderthis Award Agreement); (ii) provide senior/corporate level leadership, and for a period of two years thereafter no matter the reason of terminationexecutive, the Employee will not solicit operational, or advisory services to any person who was a customer corporate competitor of the Company or its Affiliates who owns or operates one or more automotive dealerships within the Bank during the period Area; or (iii) provide services of the Employee’s employment hereundera leadership, management, executive, operational, or solicit potential customers who are advisory capacity for anyone or were identified through leads developed during the course of employment with the Company or the Bankany business whose focus is buying, conglomerating, or otherwise divert acquiring one or attempt to divert any existing business more automotive dealerships that are located within the Area. For purposes of this Section 3.14(a), the Grantee acknowledges and agrees that the Company or the Bank within any area of 100 miles of any office or facility of the Company, the Bank or any of their Affiliates. The Employee will not, either during the Period of Employment hereunder or for a period of two years thereafter directly for himself or any third party, solicit, induce, recruit or cause another person and its Affiliates conduct business in the employment of Area and that the BankArea is a reasonable geographic limitation. Notwithstanding anything to the contrary contained herein, the Company or any of their Affiliates to terminate his or her employment for hereby agrees that the purposes of joining, associating, or becoming employed with any business or activity which is in competition with any services or financial products sold, or any business or activity engaged in, by Company or the Bank. The Employee understands that in the event of a violation of any provision of this Agreement, the Company or the Bank shall have the right to seek injunctive relief, in addition to any other existing rights provided covenants set forth in this Agreement or by operation of law, without the requirement of posting bond. The remedies provided in this paragraph shall be in addition to any legal or equitable remedies existing at law or provided for in any other agreement between the Employee, the Bank or the Company, and Section 3.14(a) shall not be construed deemed breached as a limitation uponresult of the passive ownership by the Grantee of: (A) less than an aggregate of 5% of any class of stock of a business that competes with the Company; or (B) less than an aggregate of 10% in value of any instrument of indebtedness of a business that competes with the Company. The Company further agrees that nothing in this Section 3.14(a) prohibits the Grantee from accepting employment from, or performing services for, businesses engaged in the finance industry, or businesses engaged in the manufacturing and/or sale of automobile parts or the provision of automotive service; provided that such businesses do not also engage in the retail sale of automobiles within the Area. By way of example, as an alternative of the Grant Date, nothing in this Section 3.14(a) would prohibit the Grantee from working with such businesses as American General Finance, NAPA Auto Parts, or in lieu of, any such remedies. If any provisions of this paragraph shall be determined by a court of competent jurisdiction to be unenforceable in part by reason of it being too great a period of time or covering too great a geographical area, it shall be in full force and effect as to that period of time or geographical area determined to be reasonable by the courtGoodyear.

Non-Competition. During In view of the Period unique and valuable services it is expected Executive will render to the Company, and the knowledge of Employment hereunderthe technology, trade secrets, and other proprietary information relating to the business of the Company and its clients and suppliers that it is expected Executive will obtain, and in consideration of the event compensation to be received hereunder, Executive agrees that during the Employee’s employment is terminated pursuant to subparagraphs 10.2 Employment Period and thereafter until the first anniversary of the termination of the Employment Period, he will not, anywhere in the world, directly or 10.3 hereofindirectly, then for the later of (his own benefit or for, with, or through any other person, firm, or corporation, a) own, manage, operate, control, loan money to, or participate in the ownership, management, operation, or control of, or be connected as a director, officer, employee, partner, consultant, agent, independent contractor, or otherwise with, or acquiesce in the use of his name by, any person, corporation, organization or other business entity that is engaged in the business of developing, manufacturing, selling or providing human infertility treatments or products or is otherwise engaged in a business similar to any business of the Company; b) reveal the name of, solicit or interfere with, or endeavor to entice away from the Company any of its suppliers, clients, or employees; or c) employ any person who was an employee of the Company within a period of one year thereafter or (b) after such person leaves the period during which compensation or benefits are being provided pursuant to this Agreement after its termination, the Employee will not directly for himself or herself or any third party, become engaged in any business or activity which is directly in competition with any services or financial products sold by, or any business or activity engaged in by, the Company or the Bank, including, without limitation, any business or activity engaged in by any federally or state chartered bank, savings bank, savings and loan association, trust company and/or credit union, and/or any services or financial products sold by such entities, including, without limitation, the taking and accepting of deposits, the provision of trust services, the making of loans and/or the extension of credit, brokering loans and/or leases and the provision of insurance and investment services, within a 25 mile radius of any office or facility employ of the Company, provided, however, that the Bank or any provisions of their Affiliates. This provision shall this Section 7 will not restrict the Employee from owning or investing in publicly traded securities of financial institutions, so long as his or her aggregate holdings in any financial institution do be deemed breached merely because Executive owns not exceed ten percent (10%) more than 1% of the outstanding capital common stock of such institutiona corporation that is registered under the Securities Exchange Act of 1934, as amended. During Executive agrees that the Period provisions of Employment hereunderthis Section 7 are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this Section 7 is deemed to be invalid, and for a period of two years thereafter no matter the illegal, or unenforceable by reason of terminationthe extent, the Employee will not solicit any person who was a customer of the Company or the Bank during the period of the Employee’s employment hereunderduration, or solicit potential customers who are or were identified through leads developed during the course of employment with the Company or the Bankgeographical scope hereof, or otherwise divert or attempt to divert any existing business of otherwise, then the Company or the Bank within any area of 100 miles of any office or facility of the Company, the Bank or any of their Affiliates. The Employee will not, either during the Period of Employment hereunder or for a period of two years thereafter directly for himself or any third party, solicit, induce, recruit or cause another person in the employment of the Bank, the Company or any of their Affiliates to terminate his or her employment for the purposes of joining, associating, or becoming employed with any business or activity which is in competition with any services or financial products sold, or any business or activity engaged in, by Company or the Bank. The Employee understands that in the event of a violation of any provision of this Agreement, the Company or the Bank shall have court making such determination has the right to seek injunctive reliefreduce the extent, duration, geographical scope, or other provisions hereof as may be necessary to comply with and be enforceable under applicable law, and the restriction, in addition to any other existing rights provided its reduced form, shall be enforceable in the manner contemplated hereby. As used in this Agreement or by operation of lawSection 7, without "Company" shall include the requirement of posting bond. The remedies provided in this paragraph shall be in addition to any legal or equitable remedies existing at law or provided for in any other agreement between the Employee, the Bank or the Company, Company and shall not be construed as a limitation upon, or as an alternative or in lieu of, any such remedies. If any provisions of this paragraph shall be determined by a court of competent jurisdiction to be unenforceable in part by reason of it being too great a period of time or covering too great a geographical area, it shall be in full force its direct and effect as to that period of time or geographical area determined to be reasonable by the courtindirect subsidiaries.

Non-Competition. During the Period of Employment hereunder, and The Executive acknowledges that in the event course of his or her employment with Employer, Employer will give the Employee’s employment Executive access to the Confidential Information and the Executive's knowledge of the Confidential Information will enable the Executive to put the Employer at a significant competitive disadvantage if the Executive is terminated pursuant to subparagraphs 10.2 employed or 10.3 hereofengaged by or becomes involved in a Competitive Business. Accordingly, then for during the later term of (a) one year thereafter or (b) the period during which compensation or benefits are being provided pursuant to this Agreement after its terminationand for a period of twelve (12) months immediately following the termination of the Executive's employment (unless for a shorter period of time as determined by Employer as described below), for whatever reason, whether voluntary or involuntary (with or without Cause), the Employee Executive will not not, without the written consent of Employer, directly for himself or herself indirectly, individually or in partnership or in conjunction with any third partyother person carry on, become be engaged in, directly or indirectly, in any business or activity which is directly in competition with any services or financial products sold by, or any business or activity engaged in by, the Company or the Bankmanner whatsoever, including, without limitation, as an employee, consultant, or advisor in any Competitive Business within North America, provided however, an exceptions will be made following termination in the case of (a) another business or activity engaged wherein the Executive is not working in by any federally or state chartered bank, savings bank, savings and loan association, trust company and/or credit union, and/or any services or financial products sold by such entities, including, without limitation, the taking and accepting of deposits, the provision of trust services, the making of loans and/or the extension of credit, brokering loans and/or leases a competitive capacity and the provision competitive products and services that constitute a Competitive Business are less than ten percent of insurance and investment servicessuch business' total revenue, within a 25 mile radius of any office or facility (b) Executive's ownership of the Company, the Bank or any shares of their Affiliates. This provision shall not restrict the Employee from owning or investing in publicly a publicly-traded securities of financial institutions, so long as his or her aggregate holdings in any financial institution do not exceed ten percent (10%) company where such ownership is less than 5% of the shares outstanding capital stock and Executive otherwise has no involvement, directly or indirectly, in the operation, management or support of such institution. During the Period of Employment hereunder, and for a period of two years thereafter no matter the reason of termination, the Employee will not solicit any person who was a customer of the Company or the Bank during the period of the Employee’s employment hereunder, or solicit potential customers who are or were identified through leads developed during the course of employment with the Company or the Bank, or otherwise divert or attempt to divert any existing business of the Company or the Bank within any area of 100 miles of any office or facility of the Company, the Bank or any of their Affiliatessaid company. The Employee will not, either during the Period of Employment hereunder or for a period of two years thereafter directly for himself or any third party, solicit, induce, recruit or cause another person in the employment of the Bank, the Company or any of their Affiliates to terminate his or her employment for the purposes of joining, associating, or becoming employed with any business or activity which is in competition with any services or financial products sold, or any business or activity engaged in, by Company or the Bank. The Employee understands Employer and Executive agree that in the event case of a violation termination of any provision of this Agreementthe Executive's employment without Cause as described in Section 13(e), the Company or length of the Bank shall have the right to seek injunctive relief, in addition to any other existing rights provided non-competition period in this Agreement or Section 10 and the length of the non-solicitation period in Section 11 may be shortened by operation the Employer in its sole discretion, by the Employer providing the Executive with written notice thereof within ten (10) business days of lawthe effective date of termination. In no event may the Employer reduce the non-competition and the non-solicitation provision to less than three (3) months. Executive will be entitled to severance pay from Employer during the duration of the non-competition period and the non-solicitation period, without the requirement of posting bondas such duration may be adjusted hereunder, all in accordance with Section 13(e). The remedies provided in this paragraph Executive and Employer further agree that the duration of the non-competition and the duration of the non-solicitation period shall be in addition equal and they shall run simultaneous with one another, so that by way of example, if the Employer were to any legal or equitable remedies existing at law or provided for in any other agreement between shorten the Employeenon-competition period to six months following termination, then the Bank or the Company, and non-solicitation period shall not be construed as a limitation upon, or as an alternative or in lieu of, any such remedies. If any provisions of this paragraph shall be determined by a court of competent jurisdiction to be unenforceable in part by reason of it being too great a period of time or covering too great a geographical area, it shall be in full force and effect as automatically shorten to that period of time or geographical area determined to be reasonable by the courtsame six months.

Non-Competition. During By and in consideration of the Period of Employment Company’s entering into this Agreement and the payments to be made and benefits to be provided by the Company hereunder, and in further consideration of the Company’s agreement to provide the Executive access to the Confidential Information of the Company and its affiliates, the Executive agrees that, in the event that the EmployeeExecutive’s employment is terminated pursuant to subparagraphs 10.2 by the Company for Cause, or 10.3 hereof, then for by the later of (a) one year thereafter or (b) the period during which compensation or benefits are being provided pursuant to this Agreement after its terminationExecutive without Good Reason, the Employee will not Executive shall not, for a one-year period following the termination of the Executive’s employment (the “Restriction Period”), directly for himself or herself or any third partyindirectly, become engaged in any business or activity which is directly in competition with any services or financial products sold own, manage, operate, join, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any business or activity engaged in by, the Company or the Bankmanner with, including, without limitation, holding any business position as a stockholder, director, officer, consultant, independent contractor, employee, partner, or activity engaged investor in, any Competitive Enterprise (as defined below); provided, that in by any federally no event shall ownership of two percent (2%) or state chartered bank, savings bank, savings and loan association, trust company and/or credit union, and/or any services or financial products sold by such entities, including, without limitation, less of the taking and accepting of deposits, the provision of trust services, the making of loans and/or the extension of credit, brokering loans and/or leases and the provision of insurance and investment services, within a 25 mile radius outstanding securities of any office or facility class of any issuer whose securities are registered under the CompanySecurities Exchange Act of 1934, the Bank or any of their Affiliates. This provision shall not restrict the Employee from owning or investing in publicly traded securities of financial institutionsas amended, standing alone, be prohibited by this Section 4.2, so long as his the Executive does not have, or her aggregate holdings exercise, any rights to manage or operate the business of such issuer other than rights as a stockholder thereof. For purposes of this paragraph, “Competitive Enterprise” shall mean any Person that offers or provides products or services, or engaged in any financial institution do not exceed ten percent (10%) business, of the outstanding capital stock of such institution. During the Period of Employment hereunder, and for a period of two years thereafter no matter the reason of termination, the Employee will not solicit any person who was a customer of type offered by Company or its affiliates or which the Company or the Bank its affiliates has documented plans to offer during the period of Restriction Period. Notwithstanding anything to the Employee’s employment hereunder, or solicit potential customers who are or were identified through leads developed during the course of employment with the Company or the Bank, or otherwise divert or attempt to divert any existing business of the Company or the Bank within any area of 100 miles of any office or facility of the Companycontrary set forth above, the Bank or any of their Affiliates. The Employee will notrestrictions in this Section shall not apply to Executive’s partial ownership of, either during the Period of Employment hereunder or for a period of two years thereafter directly for himself or any third party, solicit, induce, recruit or cause another person in the employment of the Bank, the Company or any of their Affiliates to terminate his or her employment for the purposes of joining, associating, or becoming employed with any business or activity which is in competition with any services or financial products sold, or any business or activity engaged in, by Company or the Bank. The Employee understands that in the event of a violation of any and provision of this Agreementadvisory services to, the Company or the Bank shall have the right to seek injunctive reliefNational Benefit Programs, in addition to any other existing rights provided in this Agreement or by operation of law, without the requirement of posting bond. The remedies provided in this paragraph shall be in addition to any legal or equitable remedies existing at law or provided for in any other agreement between the Employee, the Bank or the Company, and shall not be construed as a limitation upon, or as an alternative or in lieu of, any such remedies. If any provisions of this paragraph shall be determined by a court of competent jurisdiction to be unenforceable in part by reason of it being too great a period of time or covering too great a geographical area, it shall be in full force and effect as to that period of time or geographical area determined to be reasonable by the courtLLC.

Non-Competition. During the Period of Employment hereunder, and in the event the Employee’s employment is terminated pursuant to subparagraphs 10.2 or 10.3 hereof, then for the later of (a) one year thereafter or (b) Executive recognizes that the period during which compensation or benefits services to be performed by him hereunder are being provided pursuant to this Agreement after its terminationspecial, unique and extraordinary and that, by reason of his employment hereunder, Executive will acquire confidential information and trade secrets concerning the Employee will not directly for himself or herself or any third party, become engaged in any business or activity which is directly in competition with any services or financial products sold by, or any business or activity engaged in by, the Company or the Bank, including, without limitation, any business or activity engaged in by any federally or state chartered bank, savings bank, savings and loan association, trust company and/or credit union, and/or any services or financial products sold by such entities, including, without limitation, the taking and accepting of deposits, the provision of trust services, the making of loans and/or the extension of credit, brokering loans and/or leases and the provision of insurance and investment services, within a 25 mile radius of any office or facility operation of the Company. Accordingly, the Bank for all purposes hereunder or any of their Affiliates. This provision shall not restrict the Employee from owning or investing in publicly traded securities of financial institutionsrespect hereof, so long as his or her aggregate holdings in any financial institution do not exceed ten percent (10%) of the outstanding capital stock of such institution. During the Period of Employment hereunder, and for a period of two years thereafter no matter the reason of termination, the Employee will not solicit any person who was a customer of the Company or the Bank Executive agrees that during the period term of the Employee’s his employment hereunder, or solicit potential customers who are or were identified through leads developed during the course of employment with the Company or the Bank, or otherwise divert or attempt to divert any existing business of the Company or the Bank within any area of 100 miles of any office or facility of the Company, the Bank or any of their Affiliates. The Employee will not, either during the Period of Employment hereunder or for a period of two years thereafter directly for himself or any third party, solicit, induce, recruit or cause another person in the employment of the Bank, the Company or any of their Affiliates to terminate his or her employment for the purposes of joining, associating, or becoming employed with any business or activity which is in competition with any services or financial products sold, or any business or activity engaged in, by Company or the Bank. The Employee understands that and (i) in the event of a termination of Executive's employment with Cause or Executive's voluntary termination of employment (other than for Good Reason), for a period of eighteen months following such termination of employment and (ii) in the event of a termination of Executive's employment without Cause or by Executive for Good Reason, for a period of one year following such termination of employment, Executive will not, directly or indirectly, as an officer, director, stockholder, partner, associate, employee, consultant, owner, agent, creditor, co-venturer or otherwise, become or be interested in or be associated with any other corporation, firm or business engaged, in any geographical area in which the Company is engaged during the term of his employment or at the date of his termination of employment, in a "Competitive Business" with that of the Company at such time. A Competitive Business shall mean any business which derives 30% or more of its revenue directly or indirectly from the sale of fine jewelry. Executive's ownership, directly or indirectly, of not more than five percent of the issued and outstanding stock of any corporation, the shares of which are regularly traded on a national securities exchange or in the over-the-counter market, shall not in any event be deemed to be a violation of any provision the provisions of this Agreement, Section 11 and the ownership of securities by Executive of the Company or the Bank shall have the right to seek injunctive relief, in addition to any other existing rights provided in this Agreement or by operation of law, without the requirement of posting bond. The remedies provided in this paragraph shall be in addition to any legal or equitable remedies existing at law or provided for in any other agreement between the Employee, the Bank or the Company, and shall not be construed deemed to be a violation of this Section 11. For purposes of this Section 11 the term "Company" shall also mean any affiliate (as a limitation uponsuch term is defined in Rule 144 promulgated under the Securities Act of 1933, as amended, or as an alternative or in lieu of, any such remedies. If any provisions successor rule) of this paragraph shall be determined by a court of competent jurisdiction to be unenforceable in part by reason of it being too great a period of time or covering too great a geographical area, it shall be in full force and effect as to that period of time or geographical area determined to be reasonable by the courtCompany.

Non-Competition. During While the Period Executive is employed by the Company and during the one (l)-year period immediately following termination of Employment hereunder, and in the event the EmployeeExecutive’s employment is terminated pursuant to subparagraphs 10.2 or 10.3 hereof, then with the Company for any reason (the later of (a) one year thereafter or (b) the period during which compensation or benefits are being provided pursuant to this Agreement after its termination“Restricted Period”), the Employee will not Executive shall not, directly for himself or herself indirectly, whether as owner, partner, investor, consultant, agent, employee, independent contractor, co-venturer or any third partyotherwise, become engaged whether with or without compensation, compete or assist another Person in any business or activity which is directly in competition competing with any services or financial products sold bythe Business (as defined below), or any portion of the Business, in the United States of America (the “Restricted Area”) or undertake any planning for any business competitive with all or activity a portion of the Business in the Restricted Area. Specifically, but without limiting the foregoing, the Executive agrees not to work for or provide services to, in any capacity, whether as an employee, independent contractor, consultant, agent, co-venturer, or otherwise, whether with or without compensation, any Person that is engaged in byall or any portion of the Business, as conducted or in active planning to be conducted during the Executive’s employment with the Company or or, with respect to the Bankportion of the Restricted Period that follows the termination of the Executive’s employment, includingat the time the Executive’s employment terminates, without limitationin the Restricted Area. Notwithstanding the foregoing, nothing in this Agreement shall (A) prevent the Executive from providing services to a consulting firm that provides services to any business or activity engaged in by any federally or state chartered bankthat competes with the Business, savings bank, savings and loan association, trust company and/or credit union, and/or any services or financial products sold by such entities, including, without limitation, (B) preclude the taking and accepting of deposits, the provision of trust services, the making of loans and/or the extension of credit, brokering loans and/or leases and the provision of insurance and investment services, within a 25 mile radius of any office or facility Executive from owning up to two percent (2%) of the Company, the Bank or any of their Affiliates. This provision shall not restrict the Employee from owning or investing in publicly traded securities of financial institutions, so long as his or her aggregate holdings in any financial institution do not exceed ten percent (10%) of the outstanding capital stock of such institution. During the Period of Employment hereunder, and for a period of two years thereafter no matter the reason of termination, the Employee will not solicit any person who was a customer of the Company or the Bank during the period of the Employee’s employment hereunder, or solicit potential customers who are or were identified through leads developed during the course of employment with the Company or the Bank, or otherwise divert or attempt to divert any existing business of the Company or the Bank within any area of 100 miles of any office or facility of the Company, the Bank or any of their Affiliates. The Employee will not, either during the Period of Employment hereunder or for a period of two years thereafter directly for himself or any third party, solicit, induce, recruit or cause another person in the employment of the Bank, the Company or any of their Affiliates to terminate his or her employment for the purposes of joining, associating, or becoming employed with any business or activity which is in competition (C) prevent the Executive from providing services to an entity that contains a business that competes with any services or financial products soldthe Business, or any business or activity engaged inprovided, by Company or the Bank. The Employee understands that in the event of a violation of any provision of this Agreementthat, the Company Executive is not responsible for (and does not engage or participate in) the Bank shall have the right to seek injunctive reliefday-to-day management, in addition to any other existing rights provided in this Agreement oversight or by operation supervision of law, without the requirement of posting bond. The remedies provided in this paragraph shall be in addition to any legal or equitable remedies existing at law or provided for in any other agreement between the Employee, the Bank or the Companysuch business, and shall provided, further, that the Executive does not be construed as a limitation uponhave direct supervision over the individual or individuals who are so responsible for such day-to-day management, oversight or as an alternative or in lieu of, any such remedies. If any provisions of this paragraph shall be determined by a court of competent jurisdiction to be unenforceable in part by reason of it being too great a period of time or covering too great a geographical area, it shall be in full force and effect as to that period of time or geographical area determined to be reasonable by the courtsupervision.

Non-Competition. During By and in consideration of the Period of Employment Company’s entering into this Retention Agreement and the payments to be made and benefits to be provided by the Company hereunder, and in further consideration of the event Employee’s exposure to the Confidential Information of the Company and its affiliates, the Employee agrees that the Employee shall not, during the Employee’s employment is terminated pursuant to subparagraphs 10.2 with the Company and for a twelve-month period thereafter (the “Restriction Period”), directly or 10.3 hereofindirectly, then for the later of (a) one year thereafter or (b) the period during which compensation or benefits are being provided pursuant to this Agreement after its terminationown, the Employee will not directly for himself or herself or any third partymanage, become engaged in any business or activity which is directly in competition with any services or financial products sold operate, join, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any business or activity engaged in by, the Company or the Bankmanner with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, partner, or investor in, any Restricted Enterprise (as defined below); provided, that in no event (i) shall ownership by the Employee of five percent (5%) or less of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 5.2, so long as the Employee does not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a stockholder thereof, nor (ii) shall being employed by a Person that is a Restricted Enterprise, standing alone, be prohibited by this Section 5.2, so long as (A) such Person has more than one discrete and readily distinguishable part of its business, (B) the Employee’s duties are not at or activity engaged in by any federally or state chartered bank, savings bank, savings and loan association, trust company and/or credit union, and/or any services or financial products sold by involving the part of such entitiesPerson that is the Restricted Enterprise, including, without limitation, serving in a capacity where any Person involved in the taking Restricted Enterprise reports to the Employee and accepting (C) the Employee notifies the Company of depositsemployment with such Person prior to commencement of his or her employment with such Person. For purposes of this paragraph, “Restricted Enterprise” shall mean any Person that is engaged, directly or indirectly, in (or intends or proposes to engage in, or has been organized for the provision purpose of trust servicesengaging in) the generic injectible pharmaceutical industry. During the one-year period following the termination of the Employee’s employment with the Company, the making of loans and/or the extension of credit, brokering loans and/or leases and the provision of insurance and investment services, within a 25 mile radius of any office or facility upon request of the Company, the Bank or any of their Affiliates. This provision Employee shall not restrict the Employee from owning or investing in publicly traded securities of financial institutions, so long as his or her aggregate holdings in any financial institution do not exceed ten percent (10%) of the outstanding capital stock of such institution. During the Period of Employment hereunder, and for a period of two years thereafter no matter the reason of termination, the Employee will not solicit any person who was a customer of notify the Company or the Bank during the period of the Employee’s then-current employment hereunder, or solicit potential customers who are or were identified through leads developed during the course of employment with the Company or the Bank, or otherwise divert or attempt to divert any existing business of the Company or the Bank within any area of 100 miles of any office or facility of the Company, the Bank or any of their Affiliates. The Employee will not, either during the Period of Employment hereunder or for a period of two years thereafter directly for himself or any third party, solicit, induce, recruit or cause another person in the employment of the Bank, the Company or any of their Affiliates to terminate his or her employment for the purposes of joining, associating, or becoming employed with any business or activity which is in competition with any services or financial products sold, or any business or activity engaged in, by Company or the Bank. The Employee understands that in the event of a violation of any provision of this Agreement, the Company or the Bank shall have the right to seek injunctive relief, in addition to any other existing rights provided in this Agreement or by operation of law, without the requirement of posting bond. The remedies provided in this paragraph shall be in addition to any legal or equitable remedies existing at law or provided for in any other agreement between the Employee, the Bank or the Company, and shall not be construed as a limitation upon, or as an alternative or in lieu of, any such remedies. If any provisions of this paragraph shall be determined by a court of competent jurisdiction to be unenforceable in part by reason of it being too great a period of time or covering too great a geographical area, it shall be in full force and effect as to that period of time or geographical area determined to be reasonable by the courtstatus.

Non-Competition. During Employee agrees and acknowledges that, during the Period Restrictive Period, he or she will not, directly or indirectly, for himself , or on behalf of Employment hereunderothers, and in the event the as an individual on Employee’s employment is terminated pursuant to subparagraphs 10.2 own account, or 10.3 hereofas a partner, then joint venturer, employee, agent, salesman, contractor, officer, director or otherwise, for the later of (a) one year thereafter or (b) the period during which compensation or benefits are being provided pursuant to this Agreement after its termination, the Employee will not directly for himself or him/herself or any third partyother person, become engaged in any business partnership, firm, corporation, association or activity which is directly in competition with other legal entity, enter into, engage in, accept employment from, or provide any services or financial products sold byto, or any business or activity engaged in by, the Company or the Bank, including, without limitationfor, any business or activity engaged that is in by any federally or state chartered bank, savings bank, savings and loan association, trust company and/or credit union, and/or any services or financial products sold by such entities, including, without limitation, the taking and accepting of deposits, the provision of trust services, the making of loans and/or the extension of credit, brokering loans and/or leases and the provision of insurance and investment services, within a 25 mile radius of any office or facility Business of the Company, or engage in any activity that is competitive with the Bank Company, in the Restricted Area. The parties agree that this non-competition provision is intended to cover situations where a future business opportunity in which the Employee is engaged or any a future employer of their Affiliatesthe Employee is selling the same or similar products and services in a Business which may compete with the Company’s products and services to Customers and Prospective Customers of the Company in the Restricted Area. This provision shall not restrict cover future business opportunities or employers of the Employee that sell different types of products or services in the Restricted Area so long as such future business opportunities or employers are not in the Business of the Company. Notwithstanding the preceding paragraphs, the spirit and intent of this non-competition clause is not to deny the Employee the ability to support his or her family, but rather to prevent the Employee from owning or investing using the knowledge and experiences obtained from the Company in publicly traded securities of financial institutionsa similar competitive environment. Along those lines, so long as his or her aggregate holdings in any financial institution do not exceed ten percent (10%) of the outstanding capital stock of such institution. During the Period of Employment hereunder, and for a period of two years thereafter no matter the reason of termination, should the Employee will not solicit any person who was a customer of the Company or the Bank during the period of the Employee’s employment hereunder, or solicit potential customers who are or were identified through leads developed during the course of employment with the Company or the Bank, or otherwise divert or attempt to divert any existing business of the Company or the Bank within any area of 100 miles of any office or facility of the Company, the Bank or any of their Affiliates. The Employee will not, either during the Period of Employment hereunder or for a period of two years thereafter directly for himself or any third party, solicit, induce, recruit or cause another person in leave the employment of the BankEmployer for any reason, he or she would be prohibited from joining a for-profit cancer testing genetics laboratory and/or company in the Business of the Company in the Restricted Area. The Parties agree that all non-profit medical testing laboratories, hospitals and academic institutions as well as for-profit prenatal and pediatric/constitutional genetic testing laboratories EMPLOYEE’S INITIALS /s/ SR are excluded from the restrictions in paragraph 8(b). In other words, the Company Employee would be allowed under this non-compete clause to work in any non-profit cancer genetics testing laboratory (e.g., in academia) as well as in a private, for-profit prenatal laboratory or pediatric/constitutional genetics testing laboratory. Thus, the spirit and intent of this non-competition clause is intended to prevent the Employee from acting in any of their Affiliates to terminate his or her employment for the purposes of joining, associating, or becoming employed with any business or activity which is in competition with any services or financial products sold, or any business or activity engaged in, by Company or the Bank. The Employee understands that in the event of a violation of any provision of this Agreement, the Company or the Bank shall have the right to seek injunctive relief, in addition to any other existing rights provided in this Agreement or by operation of law, without the requirement of posting bond. The remedies provided capacities outlined in this paragraph shall be for any “for-profit” cancer genetics testing laboratories that do the type of any one or more of the types of testing defined in addition to any legal or equitable remedies existing at law or provided for the definition of Business in any other agreement between the Employee, the Bank or the Company, and shall not be construed as a limitation upon, or as an alternative or in lieu of, any such remedies. If any provisions of this paragraph shall be determined by a court of competent jurisdiction to be unenforceable in part by reason of it being too great a period of time or covering too great a geographical area, it shall be in full force and effect as to that period of time or geographical area determined to be reasonable by the courtRestricted Area.

Non-Competition. During The Executive represents and warrants that he is not subject to and will not bring any material that is subject to any non-competition, non-disclosure, discoveries and works or other agreements that would prevent or restrict him from rendering services to the Period of Employment hereunder, and in the event the Employee’s employment is terminated pursuant to subparagraphs 10.2 or 10.3 hereof, then for the later of (a) one year thereafter or (b) the period during which compensation or benefits are being provided Corporation pursuant to this Agreement after its termination, the Employee Agreement. The Executive further represents and warrants that his employment and use of any material he brings will not directly for himself or herself or violate the rights of any third party, become engaged including without limitation, pursuant to any non-competition or non-solicitation agreement. The Executive hereby agrees that he shall not (without the prior written consent of the Board which shall not be unreasonably withheld taking into account (i) the Executive’s career in the forest product industry and (ii) his non-disclosure obligations under Section 6.1) during the Restricted Period and within the Prohibited Area whether on his own account or in conjunction with or on behalf of any other Person, and whether as an employee, director, officer, shareholder, partner, principal, agent, or in any business or activity which is directly other capacity whatsoever other than as a consultant, in competition with any services or financial products sold by, or any business or activity engaged in by, the Company or the Bank, including, without limitation, any business or activity engaged in by any federally or state chartered bank, savings bank, savings and loan association, trust company and/or credit union, and/or any services or financial products sold by such entities, including, without limitation, the taking and accepting of deposits, the provision of trust services, the making of loans and/or the extension of credit, brokering loans and/or leases and the provision of insurance and investment services, within a 25 mile radius of any office or facility of the Company, the Bank Corporation or any of their its Affiliates, directly or indirectly, operate, manage, control, participate in, carry on, be employed by, be engaged in, perform services in respect of, be concerned with, be financially interested in or financially assist, or permit his name to be used in connection with the activities from time to time of the Corporation (the “Restricted Business”), including the manufacture, sale and/or dealing in newsprint, commercial printing, tissue and packaging papers, market pulp and wood products, as well as research into, development, production, manufacture, sale, supply, import, export or marketing of any product which is the same or similar to or competitive with any product researched, developed, produced, manufactured, sold, supplied, imported, exported or marketed by the Corporation or by any of its Affiliates in the context of the above described activities during the term of this Agreement. This provision shall Notwithstanding the foregoing restrictions, the Executive may acquire securities (i) of a class or series that is traded on any stock exchange or over the counter if such securities represent not restrict the Employee from owning or investing in publicly traded securities of financial institutions, so long as his or her aggregate holdings in any financial institution do not exceed ten more than two percent (102%) of the issued and outstanding capital stock securities of such institution. During class or series, (ii) of a mutual fund or other investment entity that invests in a portfolio the Period selection and management of Employment hereunder, and for a period of two years thereafter no matter which is not within the reason of termination, the Employee will not solicit any person who was a customer control of the Company or the Bank during the period of the Employee’s employment hereunderinvestor, or solicit potential customers who are (iii) held in a fully managed account where the Executive does not direct or were identified through leads developed during influence in any manner the course of employment with the Company or the Bank, or otherwise divert or attempt to divert any existing business of the Company or the Bank within any area of 100 miles selection of any office or facility of the Company, the Bank or any of their Affiliates. The Employee will not, either during the Period of Employment hereunder or for a period of two years thereafter directly for himself or any third party, solicit, induce, recruit or cause another person investment in the employment of the Bank, the Company or any of their Affiliates to terminate his or her employment for the purposes of joining, associating, or becoming employed with any business or activity which is in competition with any services or financial products sold, or any business or activity engaged in, by Company or the Bank. The Employee understands that in the event of a violation of any provision of this Agreement, the Company or the Bank shall have the right to seek injunctive relief, in addition to any other existing rights provided in this Agreement or by operation of law, without the requirement of posting bond. The remedies provided in this paragraph shall be in addition to any legal or equitable remedies existing at law or provided for in any other agreement between the Employee, the Bank or the Company, and shall not be construed as a limitation upon, or as an alternative or in lieu of, any such remedies. If any provisions of this paragraph shall be determined by a court of competent jurisdiction to be unenforceable in part by reason of it being too great a period of time or covering too great a geographical area, it shall be in full force and effect as to that period of time or geographical area determined to be reasonable by the courtsecurities.

Non-Competition. During the Period of Employment hereunder, and in the event the Employee’s employment is terminated pursuant to subparagraphs 10.2 or 10.3 hereof, then for the later of (a) one year thereafter or (b) the period during which compensation or benefits are being provided pursuant to this Agreement after its termination, the Employee will not directly for himself or herself or any third party, become engaged in any business or activity which is directly in competition with any services or financial products sold by, or any business or activity engaged in by, the Company or the Bank, including, without limitation, any business or activity engaged in by any federally or state chartered bank, savings bank, savings and loan association, trust company and/or credit union, and/or any services or financial products sold by such entities, including, without limitation, the taking and accepting of deposits, the provision of trust services, the making of loans and/or the extension of credit, brokering loans and/or leases and the provision of insurance and investment services, within a 25 mile radius of any office or facility of the Company, the Bank or any of their Affiliates. This provision shall not restrict the Employee from owning or investing in publicly traded securities of financial institutions, so long as his or her aggregate holdings in any financial institution do not exceed ten percent (10%) of the outstanding capital stock of such institution. During the Period of Employment hereunder, Term and for a period of two years thereafter no matter the reason of terminationthereafter, the Employee will not solicit not, unless acting pursuant hereto or with the prior written consent of the Board, directly or indirectly, own, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise with or use or permit his name to be used in connection with, any person who was business or enterprise engaged in a customer of geographic area in which the Company or the Bank any of its affiliates is operating either during the period Employment Term or on the date Employee's employment terminates, as applicable, presently on the East Coast of the Employee’s employment hereunderUnited States or at any port in the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), or solicit potential customers who are or were identified through leads developed during the course of employment with in any business that is competitive to a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during the BankEmployment Term or on the date Employee's employment terminates, or otherwise divert or attempt to divert any existing as applicable. It is recognized by Employee that the business of the Company and its affiliates and Employee's connection therewith is or will be involved in activity throughout the Bank within any area of 100 miles of any office or facility of the CompanyGeographic Area, the Bank or any of their Affiliatesand that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The In addition, Employee agrees that he will not, either during the Period of Employment hereunder or for a period of two years thereafter after the expiration or termination of the Employee's employment with the Company, unless such termination follows a Change of Control, as defined below, without the prior written consent of the Company, whether directly for himself or any third partyindirectly, solicitemploy, inducewhether as an employee, recruit officer, director, agent, consultant or cause another person in independent contractor, or solicit the employment of, any managerial or higher level person who is or at any time during the previous twelve months was an employee, representative, officer or director of the Bank, the Company or any of their Affiliates to terminate his or her employment for the purposes of joining, associating, or becoming employed with any business or activity which is in competition with any services or financial products sold, or any business or activity engaged in, by Company or the Bank. The Employee understands that in the event of a violation of any provision of this Agreement, the Company or the Bank shall have the right to seek injunctive relief, in addition to any other existing rights provided in this Agreement or by operation of law, without the requirement of posting bond. The remedies provided in this paragraph shall be in addition to any legal or equitable remedies existing at law or provided for in any other agreement between the Employee, the Bank or the Company, and shall not be construed as a limitation upon, or as an alternative or in lieu of, any such remedies. If any provisions of this paragraph shall be determined by a court of competent jurisdiction to be unenforceable in part by reason of it being too great a period of time or covering too great a geographical area, it shall be in full force and effect as to that period of time or geographical area determined to be reasonable by the courtits affiliates.

Non-Competition. During the Period of Employment hereunder, and in the event the Employee’s Executive acknowledges that during his employment is terminated pursuant to subparagraphs 10.2 or 10.3 hereof, then for the later of (a) one year thereafter or (b) the period during which compensation or benefits are being provided pursuant to this Agreement after its termination, the Employee will not directly for himself or herself or any third party, become engaged in any business or activity which is directly in competition with any services or financial products sold by, or any business or activity engaged in by, the Company or the Bank, including, without limitation, any business or activity engaged in by any federally or state chartered bank, savings bank, savings and loan association, trust company and/or credit union, and/or any services or financial products sold by such entities, including, without limitation, the taking and accepting of deposits, the provision of trust services, the making of loans and/or the extension of credit, brokering loans and/or leases and the provision of insurance and investment services, within a 25 mile radius of any office or facility of the Company, Executive will become familiar with trade secrets and other Confidential Information concerning the Bank or Company, its subsidiaries and their respective predecessors, and that Executive’s services will be of special, unique and extraordinary value to the Company. Accordingly, Executive hereby agrees that, subject to the requirements of applicable law, at any of their Affiliates. This provision shall not restrict time during the Employee from owning or investing in publicly traded securities of financial institutions, so long as his or her aggregate holdings in any financial institution do not exceed ten percent (10%) of the outstanding capital stock of such institution. During the Period of Employment hereunderTerm, and for a period of two years thereafter no matter six (6) months after Executive’s date of termination of employment for any reason (the reason of termination“Restriction Period”), Executive will not, directly or indirectly, whether for compensation or not, own, manage, control, participate in, consult with, render services for, or in any manner engage in any business involving or related to (directly or indirectly) products or services that are competitive with products and services that were or were being designed, conceived, marketed, sold, distributed and/or developed by the Employee will not solicit any person who was a customer of Company during Employee’s employment by the Company or at the Bank during the period time of the termination of Employee’s employment hereunderby the Company. This restriction applies within any geographical area in which, as of the date of Executive’s termination of employment, the Company or solicit potential customers who are its subsidiaries engage in business or were identified through leads developed during demonstrably plan to engage in business (the course “Business”). It will not be considered a violation of this Section 6(b) for Executive to be a passive owner of not more than 1% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation. In addition, the restrictions contained in this section 6(b) shall not prevent Executive from accepting employment following termination of employment with the Company with a large diversified organization with separate and distinct divisions that do not compete, directly or indirectly, with the BankBusiness, or otherwise divert or attempt as long as prior to divert any existing business of accepting such employment, the Company or receives separate written assurances from the Bank within any area of 100 miles of any office or facility of prospective employer and from Executive, satisfactory to the Company, to the Bank effect that Executive will not render any services, directly or indirectly, to any of their Affiliatesdivision or business unit that competes, directly or indirectly, with the Business. The Employee will not, either during During the Period of Employment hereunder or for a restrictive period of two years thereafter directly for himself or any third party, solicit, induce, recruit or cause another person set forth in the employment section, Executive will inform any new employer, prior to accepting employment, of the Bank, the Company or any existence of their Affiliates to terminate his or her employment for the purposes of joining, associating, or becoming employed this Agreement and provide such employer with any business or activity which is in competition with any services or financial products sold, or any business or activity engaged in, by Company or the Bank. The Employee understands that in the event of a violation of any provision copy of this Agreement, the Company or the Bank shall have the right to seek injunctive relief, in addition to any other existing rights provided in this Agreement or by operation of law, without the requirement of posting bond. The remedies provided in this paragraph shall be in addition to any legal or equitable remedies existing at law or provided for in any other agreement between the Employee, the Bank or the Company, and shall not be construed as a limitation upon, or as an alternative or in lieu of, any such remedies. If any provisions of this paragraph shall be determined by a court of competent jurisdiction to be unenforceable in part by reason of it being too great a period of time or covering too great a geographical area, it shall be in full force and effect as to that period of time or geographical area determined to be reasonable by the court.

Non-Competition. During The Executive covenants and agrees that, during the Period Executive’s employment and for a period of Employment hereundertwenty-four (24) months thereafter (to the extent permitted by law), and the Executive will not at any time, in the event United States or any other jurisdiction in which the Employee’s employment Company or its corporate controlled affiliates is terminated pursuant engaged or has reasonably firm plans to subparagraphs 10.2 engage in business, whether as a principal, investor, employee, consultant, independent contractor, officer, director, board member, manager, partner, agent, or 10.3 hereofotherwise, then alone or in association with any other person, firm, corporation, or business organization, work for, become employed by, engage in, carry on, provide services to, or assist in any manner (whether or not for the later of (a) one year thereafter or (b) the period during which compensation or benefits are being provided pursuant to this Agreement after its termination, the Employee will not directly for himself gain) a person or herself or any third party, become engaged entity that engages in any business or activity in which is directly in competition with any services or financial products sold by, or any business or activity engaged in by, the Company or any of its corporate controlled affiliates is engaged as of the BankDate of Termination (as defined below) (a “Competing Business”), includingwhere Executive’s position or service for such Competing Business relates to Executive’s positions with or the types of services performed by the Executive for the Company or any of its corporate controlled affiliates, without limitationor is otherwise competitive with the Company’s or any of its corporate controlled affiliates’ products or services; provided, any however, that the foregoing will not prohibit the Executive from serving on a board of directors (or comparable bodies) of other entities where the Company has given prior permission; provided, further, that the foregoing will not prohibit the Executive from serving as a consultant (in her individual capacity and not as an employee, partner, or other service provider to an entity providing services) where Executive is not providing consulting services to (1) a business or activity engaged entity in by any federally direct or state chartered bankindirect competition with the products and services of the Company as of the Date of Termination (as defined below), savings bankor (2) a business or entity that is on the Date of Termination, savings and loan associationor was in the 12-month period prior to the Date of Termination (as defined below), trust company and/or credit uniona customer, and/or any services client, partner or financial products sold by such entities, including, without limitation, the taking and accepting of deposits, the provision of trust services, the making of loans and/or the extension of credit, brokering loans and/or leases and the provision of insurance and investment services, within a 25 mile radius of any office or facility prospect with whom there has meaningful engagement of the Company; and provided, further, that the foregoing covenants and agreements in this Section 9(a) will not be in effect at any time when the Company is in material breach of its obligations under Section 11(d) below. Notwithstanding the foregoing, the Bank or any ownership by the Executive of their Affiliates. This provision shall not restrict the Employee from owning or investing in publicly traded securities of financial institutions, so long as his or her aggregate holdings in any financial institution do not exceed ten less than one percent (101%) of the outstanding capital stock of such institution. During the Period of Employment hereunder, and for any corporation listed on a period of two years thereafter no matter the reason of termination, the Employee will national securities exchange shall not solicit any person who was a customer of the Company or the Bank during the period of the Employee’s employment hereunder, or solicit potential customers who are or were identified through leads developed during the course of employment with the Company or the Bank, or otherwise divert or attempt to divert any existing business of the Company or the Bank within any area of 100 miles of any office or facility of the Company, the Bank or any of their Affiliates. The Employee will not, either during the Period of Employment hereunder or for a period of two years thereafter directly for himself or any third party, solicit, induce, recruit or cause another person in the employment of the Bank, the Company or any of their Affiliates to terminate his or her employment for the purposes of joining, associating, or becoming employed with any business or activity which is in competition with any services or financial products sold, or any business or activity engaged in, by Company or the Bank. The Employee understands that in the event of be deemed a violation of any provision of this Agreement, the Company or the Bank shall have the right to seek injunctive relief, in addition to any other existing rights provided in this Agreement or by operation of law, without the requirement of posting bond. The remedies provided in this paragraph shall be in addition to any legal or equitable remedies existing at law or provided for in any other agreement between the Employee, the Bank or the Company, and shall not be construed as a limitation upon, or as an alternative or in lieu of, any such remedies. If any provisions of this paragraph shall be determined by a court of competent jurisdiction to be unenforceable in part by reason of it being too great a period of time or covering too great a geographical area, it shall be in full force and effect as to that period of time or geographical area determined to be reasonable by the courtSection 9(a).

Non-Competition. During the Period Restricted Period, the Executive shall not, without the Company’s prior written consent, whether individually, as a director, manager, member, stockholder, partner, owner, employee, consultant or agent of Employment hereunderany business, and or in any other capacity, other than on behalf of a Protected Party, organize, establish, own, operate, manage, control, engage in, participate in, invest in, permit his name to be used by, act as a consultant or advisor to, render services for (alone or in association with any person, firm, corporation or business organization), or otherwise engage in the event business of providing financial products or services to Xxxx-Xxxxxxx employee benefit plans, labor unions, employee benefit plans associated with labor unions in any manner, or other entities associated or affiliated with labor unions (the Employee’s employment is terminated pursuant to subparagraphs 10.2 or 10.3 hereof“Business”). Notwithstanding the foregoing, then for nothing in this Agreement shall prevent the later of Executive from (a) one year thereafter owning for passive investment purposes not intended to circumvent this Agreement, less than 1 percent (1%) of the publicly traded common equity securities of any company engaged in the Business (so long as the Executive has no power to manage, operate, advise, consult with or control the competing enterprise and no power, alone or in conjunction with other affiliated parties, to select a director, manager, general partner, or similar governing official of the competing enterprise other than in connection with the normal and customary voting powers afforded the Executive in connection with any permissible equity ownership) or (b) being employed by or otherwise associated with (including as a director) an organization or entity of which a subsidiary, division, segment, unit, etc. is engaged in the period during Business (a “Competing Division”), including in a position to which compensation employees of the Competing Division report, directly or benefits are being indirectly, provided pursuant to this Agreement after its terminationthat the Executive has no direct responsibilities with such Competing Division other than having general responsibility for the operation of such Competing Division. For the avoidance of doubt, the Employee will Executive may be an officer of a bank or investment advisor or a union or related organization that engages in the Business, provided that the Executive is not directly for himself or herself or any third party, become engaged in any business or activity which is directly in competition with any services or financial products sold byemployed in, or any business or activity engaged in byworking in, the Company or the Bank, including, without limitation, any business or activity engaged in by any federally or state chartered bank, savings bank, savings and loan association, trust company and/or credit union, and/or any services or financial products sold by such entities, including, without limitation, the taking and accepting of deposits, the provision of trust services, the making of loans and/or the extension of credit, brokering loans and/or leases and the provision of insurance and investment services, within a 25 mile radius of any office or facility of the Company, the Bank or any of their Affiliates. This provision shall not restrict the Employee from owning or investing in publicly traded securities of financial institutions, so long as his or her aggregate holdings in any financial institution do not exceed ten percent (10%) of the outstanding capital stock of such institution. During the Period of Employment hereunder, and for a period of two years thereafter no matter the reason of termination, the Employee will not solicit any person who was a customer of the Company or the Bank during the period of the Employee’s employment hereunder, or solicit potential customers who are or were identified through leads developed during the course of employment with the Company or the Bank, or otherwise divert or attempt to divert any existing business of the Company or the Bank within any area of 100 miles of any office or facility of the Company, the Bank or any of their Affiliates. The Employee will not, either during the Period of Employment hereunder or for a period of two years thereafter directly for himself or any third party, solicit, induce, recruit or cause another person in the employment of the Bank, the Company or any of their Affiliates to terminate his or her employment for the purposes of joining, associating, or becoming employed with any business or activity which is in competition with any services or financial products sold, or any business or activity engaged in, by Company or the Bank. The Employee understands that in the event of a violation of any provision of this Agreement, the Company or the Bank shall have the right to seek injunctive relief, in addition to any other existing rights provided in this Agreement or by operation of law, without the requirement of posting bond. The remedies provided in this paragraph shall be in addition to any legal or equitable remedies existing at law or provided for in any other agreement between the Employee, the Bank or the Company, and shall not be construed as a limitation upon, or as an alternative or in lieu of, any such remedies. If any provisions of this paragraph shall be determined by a court of competent jurisdiction to be unenforceable in part by reason of it being too great a period of time or covering too great a geographical area, it shall be in full force and effect as to that period of time or geographical area determined to be reasonable by the courtCompeting Division.

Non-Competition. During the Period Executive's employment with the Company and, upon a termination of Employment hereunderthe Executive's employment with the Company for any reason whatsoever, and in subject to Section 8(e), during the event eighteen (18)-month period following the Employee’s employment Date of Termination, or, if eighteen (18) months is terminated pursuant determined by a reviewing court to subparagraphs 10.2 or 10.3 hereofbe unenforceable with respect to this Section 8(a), then for twelve (12) months following the later Date of (a) one year thereafter or (b) the period during which compensation or benefits are being provided pursuant to this Agreement after its terminationTermination, the Employee will not directly for himself or herself or any third party, become engaged in any business or activity which is directly in competition with any services or financial products sold by, or any business or activity engaged in by, the Company or the Bank, includingExecutive shall not, without limitation, any business or activity engaged in by any federally or state chartered bank, savings bank, savings and loan association, trust company and/or credit union, and/or any services or financial products sold by such entities, including, without limitation, the taking and accepting of deposits, the provision of trust services, the making of loans and/or the extension of credit, brokering loans and/or leases and the provision of insurance and investment services, within a 25 mile radius of any office or facility prior written consent of the Company, the Bank directly or any indirectly, as a stockholder owning beneficially or of their Affiliates. This provision shall not restrict the Employee from owning or investing in publicly traded securities of financial institutions, so long as his or her aggregate holdings in any financial institution do not exceed ten record more than one percent (101%) of the outstanding capital shares of any class of stock of such institution. During any issuer, or as an officer, director, employee, partner, member, consultant, joint venture partner, proprietor, or otherwise, engage in or have a financial interest in any Competing Business in (x) the Period United States or in any other jurisdiction in which the Company is actively engaged in business or with respect to which, at the time of Employment hereunderthe Executive's action (or, and for a period of two years thereafter no matter if the reason of termination, the Employee will Executive is not solicit any person who was a customer an employee of the Company or at such time, the Bank during the period of the Employee’s employment hereunder, or solicit potential customers who are or were identified through leads developed during the course of date his employment with the Company or terminated), the BankCompany had taken material steps toward becoming actively engaged in such business, or otherwise divert (y) if clause (x) of this Section 8(a) is determined by a reviewing court to be unenforceable, then (y) any state within the United Sates in which the Company is actively engaged in business. For purposes of this Section 8(a), the term “Competing Business” shall mean any business which is substantially and materially engaged in (i) the purchasing, managing, financing, leasing or attempt selling of, or raising capital for investment funds or vehicles established to divert invest in, net lease commercial properties (each, a “Competing Activity”) or (ii) any existing other activity which is material to the Company that it is engaged in as of the Date of Termination. The Company and the Executive acknowledge and agree that the provisions of this Section 8(a) are intended to protect the legitimate business interests of the Company and not to restrain the ability of Executive to obtain gainful employment. The Company agrees that the provisions of this Section 8(a) shall not preclude the Executive from (i) serving as a director of a publicly traded real estate investment trust or similar entity during the term of his employment subject to the consent of the Board, (ii) making or maintaining a passive investment in a diversified company having not more than 10% of its sales (based on its latest published annual audited financial statements) attributable to a Competing Business; (iii) providing any services, advice or personal assistance to a family office or family member; (iv) fulfilling any obligation pursuant to the Agreement; (v) any actions on the part of the Executive which are in good faith intended to further the business or operations of the Company; or (vi) working for a buyer of all or substantially all of the business of the Company or immediately after the Bank within any area of 100 miles of any office or facility of the Company, the Bank or any of their Affiliates. The Employee will not, either during the Period of Employment hereunder or for a period of two years thereafter directly for himself or any third party, solicit, induce, recruit or cause another person in the employment of the Bank, the Company or any of their Affiliates to terminate his or her employment for the purposes of joining, associating, or becoming employed with any business or activity which is in competition with any services or financial products sold, or any business or activity engaged in, by Company or the Bank. The Employee understands that in the event of a violation of any provision of this Agreement, the Company or the Bank shall have the right to seek injunctive relief, in addition to any other existing rights provided in this Agreement or by operation of law, without the requirement of posting bond. The remedies provided in this paragraph shall be in addition to any legal or equitable remedies existing at law or provided for in any other agreement between the Employee, the Bank or the Company, and shall not be construed as a limitation upon, or as an alternative or in lieu of, any such remedies. If any provisions of this paragraph shall be determined by a court of competent jurisdiction to be unenforceable in part by reason of it being too great a period of time or covering too great a geographical area, it shall be in full force and effect as to that period of time or geographical area determined to be reasonable by the courttransfer thereof.

Non-Competition. During Employee understands and agrees that during Employee's employment with Company, Employee will be provided access to specialized information related to Company Business and trade secrets, as well as Company's customers and their specific needs and interests. Employee further agrees that if this information were used in competition against Company, Company would experience serious harm and the Period of Employment hereundercompetitor would have a unique advantage against Company. Thus, Employee hereby covenants and in the event the agrees that at no time during Employee’s 's employment with Company and, unless Employee is terminated pursuant to subparagraphs 10.2 wrongfully or 10.3 hereofwithout cause, then for a period of one year immediately following termination of Employee's employment with Company, will Employee (i) develop, own, manage, operate, or otherwise engage in, participate in, represent in any way or be connected with, as officer, director, partner, owner, employee, agent, independent contractor, consultant, proprietor, stockholder (except for the later ownership of (a) one year thereafter or (b) the period during which compensation or benefits are being provided pursuant to this Agreement after its termination, the Employee will not directly for himself or herself or any third party, become engaged a less than 5% stock interest in any business or activity which is directly in competition with any services or financial products sold bya publicly traded Company), or any business or activity engaged in by, the Company or the Bank, including, without limitationotherwise, any business or activity engaged in by any federally competing directly with Company Business or state chartered bank, savings bank, savings and loan association, trust company and/or credit union, and/or any services or financial products sold by such entities, including, without limitation, the taking and accepting of deposits, the provision of trust services, the making of loans and/or the extension of credit, brokering loans and/or leases and the provision of insurance and investment services, within a 25 mile radius of any office or facility business of the Company's affiliates in any state or region within or outside the United States within which Company does business; (ii) act in any way, directly or indirectly, with the Bank purpose or effect of soliciting, diverting or taking away any business, customer, client, supplier, or good will of their AffiliatesCompany; or (iii) otherwise compete with Company in the sale or licensing, directly or indirectly, as principal, agent or otherwise, of any products competitive with the products, or services competitive with the services, developed or marketed by Company in any geographic area where Company markets such products and/or services. This provision Employee acknowledges that this covenant has a unique, substantial, and immeasurable value to Company. Employee acknowledges the following provisions of Colorado law, set forth in Colorado Revised Statutes §8-2-113(2): "Any covenant not to compete which restricts the right of any person to receive compensation for performance of skilled or unskilled labor for any employer shall be void, but this subsection (2) shall not restrict the Employee from owning or investing in publicly traded securities of financial institutions, so long as his or her aggregate holdings in any financial institution do not exceed ten percent (10%) of the outstanding capital stock of such institution. During the Period of Employment hereunder, and for a period of two years thereafter no matter the reason of termination, the Employee will not solicit any person who was a customer of the Company or the Bank during the period of the Employee’s employment hereunder, or solicit potential customers who are or were identified through leads developed during the course of employment with the Company or the Bank, or otherwise divert or attempt to divert any existing business of the Company or the Bank within any area of 100 miles of any office or facility of the Company, the Bank or any of their Affiliates. The Employee will not, either during the Period of Employment hereunder or for a period of two years thereafter directly for himself or any third party, solicit, induce, recruit or cause another person in the employment of the Bank, the Company or any of their Affiliates to terminate his or her employment for the purposes of joining, associating, or becoming employed with any business or activity which is in competition with any services or financial products sold, or any business or activity engaged in, by Company or the Bank. The Employee understands that in the event of a violation of any provision of this Agreement, the Company or the Bank shall have the right to seek injunctive relief, in addition to any other existing rights provided in this Agreement or by operation of law, without the requirement of posting bond. The remedies provided in this paragraph shall be in addition to any legal or equitable remedies existing at law or provided for in any other agreement between the Employee, the Bank or the Company, and shall not be construed as a limitation upon, or as an alternative or in lieu of, any such remedies. If any provisions of this paragraph shall be determined by a court of competent jurisdiction to be unenforceable in part by reason of it being too great a period of time or covering too great a geographical area, it shall be in full force and effect as to that period of time or geographical area determined to be reasonable by the court.apply to:

Non-Competition. During Because of the Period Company Group’s legitimate business interest as described herein and the good and valuable consideration offered to the Optionee, during the term of Employment hereunderemployment and for the one (1) year, to run consecutively, beginning on the last day of the Optionee’s employment with the Company, for any reason or no reason and in the event the Employee’s whether employment is terminated pursuant to subparagraphs 10.2 at the option of the Optionee or 10.3 hereof, then for the later of (a) one year thereafter or (b) the period during which compensation or benefits are being provided pursuant to this Agreement after its termination, the Employee will not directly for himself or herself or any third party, become engaged in any business or activity which is directly in competition with any services or financial products sold by, or any business or activity engaged in by, the Company or the Bank, including, without limitation, any business or activity engaged in by any federally or state chartered bank, savings bank, savings and loan association, trust company and/or credit union, and/or any services or financial products sold by such entities, including, without limitation, the taking and accepting of deposits, the provision of trust services, the making of loans and/or the extension of credit, brokering loans and/or leases and the provision of insurance and investment services, within a 25 mile radius of any office or facility of the Company, the Bank Optionee agrees and covenants not to engage in Prohibited Activity within (a) all counties in the States of Nevada; (b) all other states of the United States of America from which the Company derived revenue or conducted business at any time during the term of employment; and (c) any other countries from which the Company derived revenue or conducted business at any time during the term of employment. For purposes of this Section 2, “Prohibited Activity” is activity in which the Optionee contributes his or her knowledge, directly or indirectly, in whole or in part, as an employee, employer, owner, operator, manager, advisor, consultant, agent, employee, partner, director, stockholder, officer, volunteer, intern, or any other similar capacity to an entity engaged in the same or similar business as the Company Group, including those engaged in the business of their Affiliatesmodular building construction. This provision Prohibited Activity also includes activity that may require or inevitably requires disclosure of trade secrets, proprietary information, or Confidential Information. Nothing herein shall not restrict prohibit the Employee Optionee from purchasing or owning or investing in less than five percent (5%) of the publicly traded securities of financial institutionsany corporation, so long as his provided that such ownership represents a passive investment and that the Optionee is not a controlling person of, or her aggregate holdings a member of a group that controls, such corporation. This Exhibit B does not, in any financial institution do way, restrict or impede the Optionee from exercising protected rights to the extent that such rights cannot exceed ten percent (10%) of the outstanding capital stock of such institution. During the Period of Employment hereunder, and for a period of two years thereafter no matter the reason of termination, the Employee will not solicit any person who was a customer of the Company be waived by agreement or the Bank during the period of the Employee’s employment hereunder, or solicit potential customers who are or were identified through leads developed during the course of employment with the Company or the Bank, or otherwise divert or attempt to divert any existing business of the Company or the Bank within any area of 100 miles of any office or facility of the Company, the Bank or any of their Affiliates. The Employee will not, either during the Period of Employment hereunder or for a period of two years thereafter directly for himself or any third party, solicit, induce, recruit or cause another person in the employment of the Bank, the Company or any of their Affiliates to terminate his or her employment for the purposes of joining, associating, or becoming employed from complying with any business or activity which is in competition with any services or financial products sold, or any business or activity engaged in, by Company or the Bank. The Employee understands that in the event of a violation of any provision of this Agreement, the Company or the Bank shall have the right to seek injunctive relief, in addition to any other existing rights provided in this Agreement or by operation of law, without the requirement of posting bond. The remedies provided in this paragraph shall be in addition to any legal or equitable remedies existing at applicable law or provided for in any other agreement between the Employee, the Bank regulation or the Company, and shall not be construed as a limitation upon, or as an alternative or in lieu of, any such remedies. If any provisions valid order of this paragraph shall be determined by a court of competent jurisdiction to be unenforceable in part by reason of it being too great a period of time or covering too great a geographical areaan authorized government agency, it shall be in full force and effect as to provided that period of time or geographical area determined to be reasonable such compliance does not exceed that required by the courtlaw, regulation, or order. The Optionee shall promptly provide written notice of any such order to the CEO.

Non-Competition. During By and in consideration of the Period of Company’s entering into this Employment Agreement and the payments to be made and benefits to be provided by the Company hereunder, and in further consideration of the event Executive’s exposure to the Employee’s employment is terminated pursuant to subparagraphs 10.2 or 10.3 hereofConfidential Information of the Company and its Affiliates, then the Executive agrees that the Executive shall not, during the Term and thereafter for the later of (a) one year thereafter or (b) the period during which compensation the Severance Payments or benefits Supplemental Disability Payments are being provided pursuant to this Agreement after its terminationpayable or one (1) year following the end of the Term if no Severance Payments or Supplemental Disability Payments are payable (the “Restriction Period”), the Employee will not directly for himself or herself or any third partyindirectly, become engaged in any business or activity which is directly in competition with any services or financial products sold own, manage, operate, join, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any business or activity engaged in by, the Company or the Bankmanner with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, partner, or investor in, any Restricted Enterprise (as defined below); provided, that in no event shall ownership of one percent (1%) or less of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), standing alone, be prohibited by this Section 4.2, so long as the Executive does not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a stockholder thereof. For purposes of this paragraph, “Restricted Enterprise” shall mean any Person that is actively engaged in any business which is either (i) in competition with the business of the Company or activity any of its Affiliates conducted during the preceding twelve (12) months (or following the Term, the twelve (12) months preceding the last day of the Term), or (ii) proposed to be conducted by the Company or any of its Affiliates in the Company’s or Affiliate’s business plan as in effect at that time (or following the Term, the business plan as in effect as of the last day of the Term); provided, that (x) with respect to any Person that is actively engaged in by the refinery business, a Restricted Enterprise shall only include such a Person that operates or markets in any federally geographic area in which the Company or state chartered bankany of its Affiliates operates or markets with respect to its refinery business and (y) with respect to any Person that is actively engaged in the fertilizer business, savings banka Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Affiliates operates or markets with respect to its fertilizer business. During the Restriction Period, savings and loan association, trust company and/or credit union, and/or any services or financial products sold by such entities, including, without limitation, the taking and accepting of deposits, the provision of trust services, the making of loans and/or the extension of credit, brokering loans and/or leases and the provision of insurance and investment services, within a 25 mile radius of any office or facility upon request of the Company, the Bank or any Executive shall notify the Company of their Affiliatesthe Executive’s then-current employment status. This provision For the avoidance of doubt, (A) the foregoing shall not restrict prohibit the Employee Executive from owning or investing in publicly traded securities of financial institutions, so long as his or her aggregate holdings in any financial institution do not exceed ten percent (10%) of the outstanding capital stock of such institution. During the Period of Employment hereunder, and for a period of two years thereafter no matter the reason of termination, the Employee will not solicit any person who was a customer of the Company or the Bank during the period of the Employee’s employment hereunder, or solicit potential customers who are or were identified through leads developed during the course of employment with the Company or the Bank, or otherwise divert or attempt to divert any existing business of the Company or the Bank within any area of 100 miles of any office or facility of the Company, the Bank or any of their Affiliates. The Employee will not, either during the Period of Employment hereunder or for a period of two years thereafter directly for himself or any third party, solicit, induce, recruit or cause another person working in the employment State of Texas; provided, that the Bank, Executive’s so working does not involve any Restricted Enterprise that is operating in the State of Texas if the Company or any of their its Affiliates to terminate his or her employment for the purposes of joining, associating, or becoming employed with any business or activity which is in competition with any services or financial products sold, or any business or activity engaged in, by Company or the Bank. The Employee understands that then operating in the event State of Texas and (B) a violation of any provision of this Agreement, the Company or the Bank shall have the right to seek injunctive relief, in addition to any other existing rights provided in this Agreement or by operation of law, without the requirement of posting bond. The remedies provided in this paragraph shall be in addition to any legal or equitable remedies existing at law or provided for in any other agreement between the Employee, the Bank or the Company, and Restricted Enterprise shall not be construed as a limitation upon, include any Person or as an alternative division thereof that is engaged in the business of supplying (but not refining) crude oil or in lieu of, any such remedies. If any provisions of this paragraph shall be determined by a court of competent jurisdiction to be unenforceable in part by reason of it being too great a period of time or covering too great a geographical area, it shall be in full force and effect as to that period of time or geographical area determined to be reasonable by the courtnatural gas.

Non-Competition. During The Executive covenants and agrees that, during the Period Executive’s employment hereunder and for a period of Employment hereundertwenty-four (24) months thereafter (to the extent permitted by law), and the Executive will not at any time, in the event United States or any other jurisdiction in which the Employee’s employment Company, the University or their corporate controlled affiliates is terminated pursuant engaged or has reasonably firm plans to subparagraphs 10.2 engage in business, whether as a principal, investor, employee, consultant, independent contractor, officer, director, board member, manager, partner, agent, or 10.3 hereofotherwise, then alone or in association with any other person, firm, corporation, or business organization, work for, become employed by, engage in, carry on, provide services to, or assist in any manner (whether or not for the later of (a) one year thereafter or (b) the period during which compensation or benefits are being provided pursuant to this Agreement after its termination, the Employee will not directly for himself gain) a person or herself or any third party, become engaged entity that engages in any business in which the Company, the University or activity which any of their corporate controlled affiliates is directly in competition engaged (a “Competing Business”), where Executive’s position or service for such Competing Business relates to Executive’s positions with or the types of services performed by the Executive for the Company, the University or any services or financial products sold byof their corporate controlled affiliates, or is otherwise competitive with the Company, the University’s or any business of their affiliates’ products or activity engaged in byservices; provided, however, that the foregoing will not prohibit the Executive from (i) serving on Board of Directors (or comparable bodies) of other entities where the Company or the BankUniversity has given prior permission, including(ii) after the occurrence of both a Change of Control (as defined in Section 12) and the termination of the Executive’s employment, without limitationbeing employed by (A) a campus-based institution of higher education that derives no more than twenty percent (20%) of its revenues from online education, any business or activity provided, that the Executive is not predominantly engaged in by any federally supporting the online education, or state chartered bank(B) an online learning company that does not provide higher education, savings bankor (iii) serving as a faculty member, savings and loan association“scholar in residence” or similar academic position, trust company and/or credit unionprovided, and/or any services or financial products sold by such entitiesthat the Executive does not engage in administrative matters, including, without limitationother than to a de minimis extent. Notwithstanding the foregoing, the taking and accepting ownership by the Executive of deposits, the provision of trust services, the making of loans and/or the extension of credit, brokering loans and/or leases and the provision of insurance and investment services, within a 25 mile radius of any office or facility of the Company, the Bank or any of their Affiliates. This provision shall not restrict the Employee from owning or investing in publicly traded securities of financial institutions, so long as his or her aggregate holdings in any financial institution do not exceed ten less than five percent (105%) of the outstanding capital stock of such institution. During the Period of Employment hereunder, and for any corporation listed on a period of two years thereafter no matter the reason of termination, the Employee will national securities exchange shall not solicit any person who was a customer of the Company or the Bank during the period of the Employee’s employment hereunder, or solicit potential customers who are or were identified through leads developed during the course of employment with the Company or the Bank, or otherwise divert or attempt to divert any existing business of the Company or the Bank within any area of 100 miles of any office or facility of the Company, the Bank or any of their Affiliates. The Employee will not, either during the Period of Employment hereunder or for a period of two years thereafter directly for himself or any third party, solicit, induce, recruit or cause another person in the employment of the Bank, the Company or any of their Affiliates to terminate his or her employment for the purposes of joining, associating, or becoming employed with any business or activity which is in competition with any services or financial products sold, or any business or activity engaged in, by Company or the Bank. The Employee understands that in the event of be deemed a violation of any provision of this Agreement, the Company or the Bank shall have the right to seek injunctive relief, in addition to any other existing rights provided in this Agreement or by operation of law, without the requirement of posting bond. The remedies provided in this paragraph shall be in addition to any legal or equitable remedies existing at law or provided for in any other agreement between the Employee, the Bank or the Company, and shall not be construed as a limitation upon, or as an alternative or in lieu of, any such remedies. If any provisions of this paragraph shall be determined by a court of competent jurisdiction to be unenforceable in part by reason of it being too great a period of time or covering too great a geographical area, it shall be in full force and effect as to that period of time or geographical area determined to be reasonable by the courtSection 9(a).

Non-Competition. During the Restrictive Period (defined below), regardless of Employment hereunder, and in the event the Employee’s employment is terminated pursuant to subparagraphs 10.2 or 10.3 hereof, then reason for the later Executive’s termination of (a) one year thereafter or (b) the period during which compensation or benefits are being provided pursuant to this Agreement after its employment and regardless of who initiates such termination, the Employee will not directly for himself Executive shall not, anywhere in the United States or herself or any third party, become engaged in any business other country or activity jurisdiction in which is directly in competition with any services or financial products sold by, or any business or activity engaged in by, the Company or the Bank, including, without limitation, any business or activity engaged in by any federally or state chartered bank, savings bank, savings and loan association, trust company and/or credit union, and/or any services or financial products sold by such entities, including, without limitation, the taking and accepting of deposits, the provision of trust services, the making of loans and/or the extension of credit, brokering loans and/or leases and the provision of insurance and investment services, within a 25 mile radius of any office or facility of the Company, the Bank or any of their Affiliates. This provision shall not restrict the Employee from owning or investing in publicly traded securities of financial institutions, so long as his or her aggregate holdings in any financial institution do not exceed ten percent (10%) of the outstanding capital stock of such institution. During the Period of Employment hereunder, and for a period of two years thereafter no matter the reason of termination, the Employee will not solicit any person who was a customer of the Company or the Bank during the period of the Employee’s employment hereunder, or solicit potential customers who are or were identified through leads developed during the course of employment with the Company or the Bank, or otherwise divert or attempt to divert any existing business of the Company or the Bank within any area of 100 miles of any office or facility of the Company, the Bank or any of their Affiliates. The Employee will not, either during the Period of Employment hereunder or for a period of two years thereafter directly for himself or any third party, solicit, induce, recruit or cause another person in the employment of the Bank, the Company or any of their Affiliates its affiliates conducts or conducted business during the Restrictive Period, either directly or indirectly, as a proprietor, partner, stockholder, director, executive, employee, consultant, joint venturer, member, investor, lender or otherwise, engage or assist others to terminate his or her employment for the purposes of joining, associatingengage in, or becoming employed with any business own, manage, operate or activity which is in competition with any services or financial products soldcontrol, or any business or activity engaged in, by Company or the Bank. The Employee understands that participate in the event ownership, management, operation or control of, or become employed or engaged by any person or entity that is engaged in the business of blue and green hydrogen production, in each case except as set forth on Exhibit B or otherwise approved by the CEO at any time prior to the Termination Date (the “Competitive Business”). Notwithstanding the foregoing, nothing in this Section 7(a) shall prevent the Executive from owning, as a violation passive investor, up to two percent (2%) of the securities of any provision entity that are publicly traded on a national securities exchange. For purposes of this Agreement, the Company or “Restrictive Period” means the Bank shall have aggregate of (i) the right Term plus (ii) (A) if the Executive is terminated pursuant to seek injunctive relief, in addition to any other existing rights provided in this Agreement or by operation one of law, without the requirement of posting bond. The remedies provided in this paragraph shall be in addition to any legal or equitable remedies existing at law or provided for in any other agreement between the EmployeeSections 5(a) – 5(d), the Bank six (6) month period immediately following the Termination Date, or (B) if Executive is terminated pursuant to Section 5(e), at the Company’s election, the Restrictive Period may be extended beyond the Term immediately following the Termination Date, for a number of months up to six (6) months (such number of additional month elected by the Company, and shall not be construed as a limitation uponthe “Additional Period”), or as an alternative or in lieu of, any such remedies. If any provisions of this paragraph shall be determined by a court of competent jurisdiction to be unenforceable in part by reason of it being too great a period of time or covering too great a geographical area, it shall be in full force and effect as to that period of time or geographical area determined to be reasonable by the courtCompany agreeing to provide the Executive with the rights to the Equity Awards and other entitlements set forth on Exhibit C for the Additional Period which shall include the portion of the Equity Awards that are unvested as of the Termination Date but that would otherwise vest during the Additional Period if Executive had been employed by the Company during the Additional Period.

Non-Competition. During By and in consideration of the Period of Employment Company’s entering into this Agreement and the payments to be made and benefits to be provided by the Company hereunder, and in further consideration of the event Executive’s exposure to the EmployeeConfidential Information of the Company, the Executive agrees that the Executive shall not, during the Executive’s employment is terminated pursuant to subparagraphs 10.2 with the Company and for a twelve-month period following the Date of Termination (the “Restriction Period”), directly or 10.3 hereofindirectly, then for the later of (a) one year thereafter or (b) the period during which compensation or benefits are being provided pursuant to this Agreement after its terminationown, the Employee will not directly for himself or herself or any third partymanage, become engaged in any business or activity which is directly in competition with any services or financial products sold operate, join, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any business or activity engaged in by, the Company or the Bankmanner with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, partner, or investor in, any Restricted Enterprise (as defined below); provided, however, that in no event (A) shall ownership by the Executive of five percent (5%) or less of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 6(b), so long as the Executive does not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a stockholder thereof, nor (B) shall being employed by a Person that is a Restricted Enterprise, standing alone, be prohibited by this Section 6(b), so long as (i) such Person has more than one discrete and readily distinguishable part of its business, (ii) the Executive’s duties are not at or activity engaged in by any federally or state chartered bank, savings bank, savings and loan association, trust company and/or credit union, and/or any services or financial products sold by involving the part of such entitiesPerson that is the Restricted Enterprise, including, without limitation, serving in a capacity where any Person involved in the taking Restricted Enterprise reports to the Executive and accepting (iii) the Executive notifies the Company of depositsemployment with such Person prior to commencement of his or her employment with such Person. For purposes of this Section 6(b), “Restricted Enterprise” shall mean any Person that is engaged, directly or indirectly, in (or intends or proposes to engage in, or has been organized for the provision purpose of trust servicesengaging in) the generic injectible pharmaceutical industry and any other businesses the Company engages in or is preparing to become engaged in, at the making time of loans and/or the extension Executive’s termination. During the twelve-month period following the Date of creditTermination, brokering loans and/or leases and upon the provision of insurance and investment services, within a 25 mile radius of any office or facility request of the Company, the Bank or any of their Affiliates. This provision Executive shall not restrict notify the Employee from owning or investing in publicly traded securities of financial institutions, so long as his or her aggregate holdings in any financial institution do not exceed ten percent (10%) Company of the outstanding capital stock of such institution. During the Period of Employment hereunder, and for a period of two years thereafter no matter the reason of termination, the Employee will not solicit any person who was a customer of the Company or the Bank during the period of the EmployeeExecutive’s then-current employment hereunder, or solicit potential customers who are or were identified through leads developed during the course of employment with the Company or the Bank, or otherwise divert or attempt to divert any existing business of the Company or the Bank within any area of 100 miles of any office or facility of the Company, the Bank or any of their Affiliates. The Employee will not, either during the Period of Employment hereunder or for a period of two years thereafter directly for himself or any third party, solicit, induce, recruit or cause another person in the employment of the Bank, the Company or any of their Affiliates to terminate his or her employment for the purposes of joining, associating, or becoming employed with any business or activity which is in competition with any services or financial products sold, or any business or activity engaged in, by Company or the Bank. The Employee understands that in the event of a violation of any provision of this Agreement, the Company or the Bank shall have the right to seek injunctive relief, in addition to any other existing rights provided in this Agreement or by operation of law, without the requirement of posting bond. The remedies provided in this paragraph shall be in addition to any legal or equitable remedies existing at law or provided for in any other agreement between the Employee, the Bank or the Company, and shall not be construed as a limitation upon, or as an alternative or in lieu of, any such remedies. If any provisions of this paragraph shall be determined by a court of competent jurisdiction to be unenforceable in part by reason of it being too great a period of time or covering too great a geographical area, it shall be in full force and effect as to that period of time or geographical area determined to be reasonable by the courtstatus.

Non-Competition. During the Period Executive’s employment and through the two (2) year anniversary of Employment hereunderthe Termination Date (the “Non-Compete Period”), and the Executive shall not (without the prior written consent of the Company), directly or indirectly, (i) engage in any Competitive Business, (ii) render any services to any Competitive Business in a manner that enhances the capacity of such Competitive Business to engage in the event the Employee’s employment is terminated pursuant production, sale, provision or distribution of products or services similar to subparagraphs 10.2 those produced, sold, distributed or 10.3 hereof, then for the later of (a) one year thereafter or (b) the period during which compensation or benefits are being provided pursuant to this Agreement after its termination, the Employee will not directly for himself or herself or any third party, become engaged in any business or activity which is directly in competition with any services or financial products sold by, or any business or activity engaged in by, by the Company or any of its Affiliates, or (iii) acquire a financial interest in any Competitive Business. For purposes of this Section 10(b): (A) the Bankphrase “directly or indirectly engage in” shall include any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, member, partner, joint venturer of or otherwise, and shall include any direct or indirect participation in such enterprise as an employee, consultant, director, officer, licensor of technology or otherwise (provided that licensors of technology shall only be covered if the Executive is personally working on technology for a Competitive Business and such technology is not technology that is generally available to a broad group of customers), and (B) the term “Competitive Business” shall mean a business that engages in the production, sale, provision or distribution of products or services similar to those produced, sold, distributed or provided by the Company or any of its Affiliates during the three (3) year period ending on the Termination Date. Notwithstanding the foregoing, nothing contained herein will prevent the Executive from engaging in any activity (including those described in the first sentence of this Section 10(b)) for or with respect to any subsidiary, division or affiliate or unit (each a “Unit”) of an entity that is a Competitive Business, so long as that Unit is not itself a Competitive Business and so long as the Executive is not providing services, or is actively involved in the supervision of other Persons who are providing services, to any other Unit of such entity or business that is a Competitive Business. In addition, notwithstanding the foregoing, nothing herein shall prohibit the Executive from being a passive owner of not more than two percent (2%) of the outstanding equity securities of any class of a corporation or other entity that is publicly traded, or not more than two percent (2%) of any non-voting equity securities or debt securities of any corporation or other entity, so long as the Executive has no active participation in the business of such corporation or other entity (including, without limitation, any business or activity engaged in by any federally or state chartered bank, savings bank, savings and loan association, trust company and/or credit union, and/or any services or financial products sold by such entities, including, without limitation, the taking and accepting of deposits, the provision of trust services, the making of loans and/or the extension of credit, brokering loans and/or leases and the provision of insurance and investment services, within serving as a 25 mile radius of any office or facility member of the Company, the Bank board of directors or any of their Affiliatesas a consultant). This provision shall not restrict the Employee from owning or investing in publicly traded securities of financial institutions, so long as his or her aggregate holdings in any financial institution do not exceed ten percent (10%) The obligations of the outstanding capital stock of such institution. During the Period of Employment hereunder, and for a period of two years thereafter no matter the reason of termination, the Employee will not solicit Executive under this Section 10(b) shall apply to (x) any person who was a customer of the Company geographic area or the Bank during the period of the Employee’s employment hereunder, or solicit potential customers who are or were identified through leads developed during the course of employment with the Company or the Bank, or otherwise divert or attempt to divert any existing business of the Company or the Bank within any area of 100 miles of any office or facility of the Company, the Bank or any of their Affiliates. The Employee will not, either during the Period of Employment hereunder or for a period of two years thereafter directly for himself or any third party, solicit, induce, recruit or cause another person territory in the employment of the Bank, which the Company or any of their its Affiliates to terminate his is engaged in business as of the Termination Date, and (y) any prospective geographic area or her employment for territory that within the purposes six (6) months preceding the Termination Date, has been the subject of joining, associating, or becoming employed with any business or activity which is in competition with any services or financial products sold, or any business or activity engaged in, serious consideration by Company or the Bank. The Employee understands that in the event of a violation of any provision of this Agreement, the Company or any of its Affiliates as a business location and which the Bank shall have the right to seek injunctive reliefExecutive is or has been made aware of. For purposes of this Section 10(b), in addition to any other existing rights provided in this Agreement or by operation of law, without the requirement of posting bond. The remedies provided in this paragraph “Affiliates” shall be limited to those Affiliates who are engaged in addition to the same or substantially related business as the Company or any legal or equitable remedies existing at law or provided for of its subsidiaries and other Affiliates in any other agreement between the Employee, the Bank or which the Company, and shall not be construed as a limitation upondirectly or indirectly, owns 20% or as an alternative or in lieu of, any such remedies. If any provisions more of this paragraph shall be determined by a court of competent jurisdiction to be unenforceable in part by reason of it being too great a period of time or covering too great a geographical area, it shall be in full force and effect as to that period of time or geographical area determined to be reasonable by the courtequity interests.

Non-Competition. During The Executive agrees that for the Period of Employment hereunder, period commencing on the Commencement Date and in ending on the event eighteen (18) month anniversary if the Employee’s employment Executive is terminated pursuant to subparagraphs 10.2 for cause or 10.3 hereof, then for voluntarily resigns (the later of (a) one year thereafter or (b) the period during which compensation or benefits are being provided pursuant to this Agreement after its termination“Non-Competition Period”), the Employee will Executive shall not directly for himself or herself indirectly, alone or as a partner, officer, director, employee, consultant, agent, independent contractor, member or stockholder of any third partyperson or entity (“Person”), become engaged engage in any business activity in the People’s Republic of China, the Republic of India, the United States of America or activity any other country in which the Corporation or any of its subsidiaries is then doing business, which is directly or indirectly in competition with any services the Business of the Corporation or financial products sold bywhich is directly or indirectly detrimental to the Business or business plans of the Corporation or its affiliates; provided, however, that the record or any business beneficial ownership by the Executive of five percent (5%) or activity engaged in by, less of the Company or the Bank, including, without limitation, any business or activity engaged in by any federally or state chartered bank, savings bank, savings and loan association, trust company and/or credit union, and/or any services or financial products sold by such entities, including, without limitation, the taking and accepting of deposits, the provision of trust services, the making of loans and/or the extension of credit, brokering loans and/or leases and the provision of insurance and investment services, within a 25 mile radius outstanding publicly traded capital stock of any office or facility of the Company, the Bank or any of their Affiliates. This provision company for investment purposes shall not restrict the Employee from owning or investing be deemed to be in publicly traded securities violation of financial institutions, this paragraph 4(b) so long as his the Executive is not an officer, director, employee or her aggregate holdings in any financial institution do not exceed ten percent (10%) consultant of such Person. The “Business” of the outstanding capital stock of such institution. During Corporation shall mean the Period of Employment hereunder, and for a period of two years thereafter no matter the reason of termination, the Employee will not solicit any person who was a customer of the Company actual or the Bank during the period of the Employee’s employment hereunder, or solicit potential customers who are or were identified through leads developed during the course of employment with the Company or the Bank, or otherwise divert or attempt to divert any existing intended business of the Company or Corporation during the Bank within any area of 100 miles of any office or facility Employment Period and as of the Company, date the Bank or any of their Affiliates. The Employee will not, either during the Period of Employment hereunder or for a period of two years thereafter directly for himself or any third party, solicit, induce, recruit or cause another person in Executive leaves the employment of the BankCorporation, including, but not limited to, poly-generation and syngas production. As of the date hereof, the Company or any Business of their Affiliates the Corporation is to terminate his or her employment for the purposes of joiningprovide distributed power, associatingutility services and coal gasification plant development, or becoming employed with any business or activity which is in competition with any services or financial products sold, or any business or activity engaged in, by Company or the Bankoperations and maintenance based on coal gasification technology. The Employee understands that in the event of a violation of any provision of this Agreement, the Company or the Bank shall have the right to seek injunctive relief, in addition to any other existing rights provided in this Agreement or by operation of law, without the requirement of posting bond. The remedies provided restrictions set forth in this paragraph 4(b) are not applicable to large scale public utilities that may have gasification operations, provided that these utilities do not utilize U-Gas or other low-Btu coal gasification technologies or the downstream products derived from these technologies. The Executive further agrees that during the Non-Competition Period, he shall be in addition to any legal or equitable remedies existing at law or provided for not in any other agreement between the Employeecapacity, the Bank or the Company, and shall not be construed as a limitation upon, or as an alternative either separately or in lieu ofassociation with others: (i) employ or solicit for employment or endeavor in any way to entice away from employment with the Corporation or its affiliates any employee of the Corporation or its affiliates; (ii) solicit, induce or influence any supplier, customer, agent, consultant or other person or entity that has a business relationship with the Corporation to discontinue, reduce or modify such remedies. If relationship with the Corporation; nor (iii) solicit any provisions of this paragraph shall be determined by a court of competent jurisdiction to be unenforceable in part by reason of it being too great a period of time or covering too great a geographical area, it shall be in full force and effect as to that period of time or geographical area determined to be reasonable by the courtCorporation’s identified potential acquisition candidates.

Non-Competition. During The Executive agrees that for a period of twelve (12) months following the Period Date of Employment hereunderTermination, and in unless the event Date of Termination is the Employee’s employment is terminated pursuant to subparagraphs 10.2 or 10.3 hereofExpiration Date, then for the later of (a) one year thereafter or (b) the period during which compensation or benefits are being provided pursuant to this Agreement after its termination, the Employee he will not directly for himself or herself indirectly own, manage, operate, control or participate in the ownership, management, operation or control of, or be connected as an officer, employee, partner, director or otherwise with, or have any third partyfinancial interest in, become engaged or aid or assist anyone else in the conduct of, or solicit any employees of the Company on behalf of, any entity or business which competes directly with any business or activity which is directly in competition with any services or financial products sold by, or any business or activity engaged in by, conducted by the Company or the Bank, including, without limitation, any business or activity engaged in by any federally group, division or state chartered bank, savings bank, savings and loan association, trust company and/or credit union, and/or any services or financial products sold by such entities, including, without limitation, the taking and accepting of deposits, the provision of trust services, the making of loans and/or the extension of credit, brokering loans and/or leases and the provision of insurance and investment services, within a 25 mile radius of any office or facility subsidiary of the Company, in any area where such business is being conducted or is proposed to be conducted at the Bank or any Date of their Affiliates. This Termination; provided, however, that this provision shall not restrict apply if Executive or the Employee from owning Company terminates his employment on the Expiration Date. It is understood and agreed that, for the purposes of the foregoing provisions of this Section 6, (i) no business shall be deemed to be a business conducted by the Company or investing in publicly traded securities any group, division or subsidiary of financial institutionsthe Company, so long as his or her aggregate holdings in any financial institution do unless not exceed ten less than five percent (105%) of the outstanding capital stock Company’s consolidated gross sales or operating revenues is derived from, or not less than five percent (5%) of the Company’s consolidated assets are devoted to, such business; and (ii) no business conducted by any entity by which the Executive is employed or in which he is interested or with which he is connected or associated shall be deemed competitive with any business conducted by the Company unless it is one from which five percent (5%) or more of its consolidated gross sales or operating revenues is derived, or to which five percent (5%) or more of its consolidated assets are devoted; provided, however, that if the actual gross sales or operating revenues or assets of such institution. During the Period entity derived from or devoted to such business is equal to or in excess of Employment hereunder, and for a period of two years thereafter no matter the reason of termination, the Employee will not solicit any person who was a customer 10% of the Company or most nearly comparable figure for the Bank during the period Company, such business of the Employee’s employment hereunder, or solicit potential customers who are or were identified through leads developed during the course of employment such entity shall be deemed to be competitive with the Company or the Bank, or otherwise divert or attempt to divert any existing a business of the Company or Company. Furthermore, ownership of not to exceed five percent (5%) of the Bank within any area of 100 miles voting stock of any office or facility of the Company, the Bank or any of their Affiliates. The Employee will not, either during the Period of Employment hereunder or for a period of two years thereafter directly for himself or any third party, solicit, induce, recruit or cause another person in the employment of the Bank, the Company or any of their Affiliates to terminate his or her employment for the purposes of joining, associating, or becoming employed with any business or activity which is in competition with any services or financial products sold, or any business or activity engaged in, by Company or the Bank. The Employee understands that in the event of publicly held corporation shall not constitute a violation of any provision this Section 6, and ownership of a partial equity interest in Xxxxxxx Foot Form also shall not constitute a violation of this Agreement, the Company or the Bank shall have the right to seek injunctive relief, in addition to any other existing rights provided in this Agreement or by operation of law, without the requirement of posting bond. The remedies provided in this paragraph shall be in addition to any legal or equitable remedies existing at law or provided for in any other agreement between the Employee, the Bank or the Company, and shall not be construed as a limitation upon, or as an alternative or in lieu of, any such remedies. If any provisions of this paragraph shall be determined by a court of competent jurisdiction to be unenforceable in part by reason of it being too great a period of time or covering too great a geographical area, it shall be in full force and effect as to that period of time or geographical area determined to be reasonable by the courtSection 6.

Non-Competition. During the Period of Employment hereunder, and in the event the EmployeeExcept upon Executive’s employment is terminated pursuant to subparagraphs 10.2 or 10.3 hereof, then for the later of (a) one year thereafter or (b) the period during which compensation or benefits are being provided pursuant to this Agreement after its termination, the Employee will not directly for himself or herself or any third party, become engaged in any business or activity which is directly in competition with any services or financial products sold by, or any business or activity engaged in by, termination by the Company without Cause or the Bankfor Constructive Termination, including, without limitation, any business or activity engaged in by any federally or state chartered bank, savings bank, savings and loan association, trust company and/or credit union, and/or any services or financial products sold by such entities, including, without limitation, the taking and accepting of deposits, the provision of trust services, the making of loans and/or the extension of credit, brokering loans and/or leases and the provision of insurance and investment services, within a 25 mile radius of any office or facility of the Company, the Bank or any of their Affiliates. This provision shall not restrict the Employee from owning or investing in publicly traded securities of financial institutions, so long as his or her aggregate holdings in any financial institution do not exceed ten percent (10%) of the outstanding capital stock of such institution. During the Period of Employment hereunder, and for a period of two years thereafter no matter the reason of termination, the Employee will not solicit any person who was a customer of the Company or the Bank during the period commencing on the Effective Date and ending on the date that is one year following the end of the Employee’s employment hereunder, or solicit potential customers who are or were identified through leads developed during the course period of employment with (such period, which will be extended by the Company or the Bank, or otherwise divert or attempt to divert any existing business amount of the Company or the Bank within any area of 100 miles of any office or facility of the Company, the Bank or any of their Affiliates. The Employee will not, either time during the Period of Employment hereunder or for a period of two years thereafter directly for himself or any third party, solicit, induce, recruit or cause another person in the employment of the Bank, the Company or any of their Affiliates to terminate his or her employment for the purposes of joining, associating, or becoming employed with any business or activity which Executive is in competition with any services or financial products sold, or any business or activity engaged in, by Company or the Bank. The Employee understands that in the event of a violation of any provision of this AgreementSection 9, the “Restricted Period”), Executive will not, in the United States (the “Territory”), engage in, manage, operate, finance, control or participate in the ownership, management or financing or control of, become employed by, or become affiliated or associated with, directly or indirectly, whether as an officer, director, shareholder, owner, co-owner, affiliate, partner, agent, representative, consultant, independent contractor or advisor, or otherwise render services or advice to, guarantee any obligation of, or acquire or hold (of record, beneficially or otherwise) any direct or indirect interest in a business that sells or provides products or services that are the same as or substantially similar to or otherwise competitive with the products or specialized services (provided that such “specialized services” shall not include those services which would unreasonably restrict Executive from utilizing Executive’s education and expertise in future employment, as long as such employment and specialized services are not competitive with the Company or any of its subsidiaries) sold or provided, or that Executive has knowledge are planned to be sold or provided, by the Bank Company or its subsidiaries in the Business at any time while Executive is an employee or director of the Company (a “Competitor”); provided, however, that Executive may own, as a passive investment, shares of capital stock of any Competitor if (A) such shares are listed on a national securities exchange or traded on a national market system in the United States, (B) Executive, together with any of Executive’s affiliates and Executive’s immediate family members (which shall have the right to seek injunctive reliefmean Executive’s wife and direct lineal descendants, in addition to but shall not include any other existing rights provided in this Agreement blood relative), owns beneficially (directly or by operation indirectly) less than five percent (5%) of law, without the requirement total number of posting bond. The remedies provided in this paragraph shall be in addition to any legal or equitable remedies existing at law or provided for in any other agreement between the Employee, the Bank or the Companyshares of such entity’s issued and outstanding capital stock, and shall not be construed as a limitation upon, (C) neither Executive nor any of Executive’s affiliates is otherwise associated directly or as an alternative indirectly with such Competitor or in lieu of, any such remedies. If any provisions of this paragraph shall be determined by a court of competent jurisdiction to be unenforceable in part by reason of it being too great a period of time or covering too great a geographical area, it shall be in full force and effect as to that period of time or geographical area determined to be reasonable by the courtits affiliates.

Non-Competition. During the Period of Employment hereunder, and in the event the Employee’s employment is terminated pursuant to subparagraphs 10.2 or 10.3 hereof, then for the later of (a) one year thereafter In view of the unique and valuable services expected to be rendered by Executive to the Company, Executive's knowledge of the trade secrets and other proprietary information relating to the business and in consideration of the compensation to be received hereunder and Executive's ownership interest in the Parent, Executive agrees that during his employment by the Company and, following the termination of Executive's employment hereunder, during the Non-Competition Period (as defined below), Executive shall not, directly or indirectly, as owner, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensor, or in any capacity whatsoever engage in, become financially interested in, be employed by, render any consultation or business advice with respect to, or have any connection with, (i) any business which is competitive with products or services of the US Shipping Group in the United States of America or (bii) any business conducted under any corporate or trade name utilized by the period during which compensation or benefits are being provided pursuant to this Agreement after its termination, the Employee will not directly for himself or herself US Shipping Group or any third party, become engaged in any business or activity which is directly in competition with any services or financial products sold by, or any business or activity engaged in by, name similar thereto without the Company or the Bank, including, without limitation, any business or activity engaged in by any federally or state chartered bank, savings bank, savings and loan association, trust company and/or credit union, and/or any services or financial products sold by such entities, including, without limitation, the taking and accepting of deposits, the provision of trust services, the making of loans and/or the extension of credit, brokering loans and/or leases and the provision of insurance and investment services, within a 25 mile radius of any office or facility prior written consent of the Company; provided, however, that Executive may own any securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one percent (1%) of any class of stock or securities of such corporation. The Company hereby agrees that the transportation of chemical products on tank barges of less than 20,000 tons deadweight, other than the transportation of petroleum or petroleum products, shall not be deemed a business competitive with the business of the US Shipping Group as long as either (i) Executive continues to engage in such business on a continuous basis after the date hereof or (ii) if Executive does not continue to engage in such business on a continuous basis after the date hereof, at the time Executive determines to reenter such business, the Bank US Shipping Group is not then engaged in such business. In addition, Executive shall not, directly or indirectly, during the Non-Competition Period, request or cause any suppliers or customers with whom the US Shipping Group has a business relationship to cancel or terminate any such business relationship with any member of the US Shipping Group or solicit, interfere with or entice from the Parent or any of their Affiliates. This provision shall not restrict the Employee from owning its subsidiaries any employee (or investing in publicly traded securities of financial institutions, so long as his or her aggregate holdings in any financial institution do not exceed ten percent (10%former employee) of the outstanding capital stock of such institution. During the Period of Employment hereunder, and for a period of two years thereafter no matter the reason of termination, the Employee will not solicit any person who was a customer of the Company or the Bank during the period of the Employee’s employment hereunder, or solicit potential customers who are or were identified through leads developed during the course of employment with the Company or the Bank, or otherwise divert or attempt to divert any existing business of the Company or the Bank within any area of 100 miles of any office or facility of the Company, the Bank Parent or any of their Affiliatesits subsidiaries. The Employee will not, either during the Period of Employment hereunder or for a period of two years thereafter directly for himself or any third party, solicit, induce, recruit or cause another person in the employment of the BankFor purposes hereof, the Company or any of their Affiliates to terminate his or her employment for the purposes of joining, associating, or becoming employed with any business or activity which is in competition with any services or financial products sold, or any business or activity engaged in, by Company or the Bank. The Employee understands that in the event of a violation of any provision of this Agreement, the Company or the Bank shall have the right to seek injunctive relief, in addition to any other existing rights provided in this Agreement or by operation of law, without the requirement of posting bond. The remedies provided in this paragraph shall be in addition to any legal or equitable remedies existing at law or provided for in any other agreement between the Employee, the Bank or the Company, and shall not be construed as a limitation upon, or as an alternative or in lieu of, any such remedies. If any provisions of this paragraph shall be determined by a court of competent jurisdiction to be unenforceable in part by reason of it being too great a period of time or covering too great a geographical area, it shall be in full force and effect as to that period of time or geographical area determined to be reasonable by the court."

Non-Competition. During By and in consideration of the Period of Employment hereunderCompany entering into this Agreement, and in further consideration of the event Executive’s exposure to the Employee’s employment is terminated pursuant to subparagraphs 10.2 or 10.3 hereof, then for the later of (a) one year thereafter or (b) the period during which compensation or benefits are being provided pursuant to this Agreement after its terminationConfidential Information, the Employee will not Executive agrees that the Executive shall not, during the Employment Period and thereafter during the Restriction Period (as defined below), directly for himself or herself or any third partyindirectly, become engaged in any business or activity which is directly in competition with any services or financial products sold own, manage, operate, join, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any business or activity engaged in by, the Company or the Bankmanner with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, partner, or investor in, any Restricted Enterprise (as defined below); provided, that, in no event shall (y) ownership by the Executive of two percent (2%) or less of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 4.2, so long as the Executive does not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a shareholder thereof or activity (z) being employed by an entity, standing alone, be prohibited by this Section 4.2, so long as the entity has more than one discrete and readily distinguishable part of its business and the Executive’s duties are not at or involving the part of the entity’s business that is actively engaged in by a Restricted Enterprise. For purposes of this paragraph, (1) “Restricted Enterprise” shall mean any federally Person that is engaged, directly or state chartered bankindirectly, savings bank, savings and loan association, trust company and/or credit union, and/or in a business which is in material competition with a material business of the Company or any of its affiliates in any designated market area (“DMA”) in which the Company or any of its affiliates markets any of its services or financial products sold by such entities, including, without limitation(i) conducted during the preceding twelve (12) months (or following the Executive’s termination of employment, the taking twelve (12) months preceding the date of termination of the Executive’s employment with the Company) and accepting (2) “Restriction Period” shall mean a period of depositstwelve (12) months following the Executive’s termination of employment for any reason during the Employment Period. During the Restriction Period, the provision of trust services, the making of loans and/or the extension of credit, brokering loans and/or leases and the provision of insurance and investment services, within a 25 mile radius of any office or facility upon request of the Company, the Bank Executive shall notify the Company of the Executive’s then-current employment status. The Executive and the Company acknowledge and agree that no part of this Section 4.2 or any of their Affiliates. This provision shall not Section 4.1 is intended to (i) restrict the Employee from owning or investing in publicly traded securities of financial institutions, so long as his or her aggregate holdings in any financial institution do not exceed ten percent (10%) of Executive’s right to practice law after the outstanding capital stock of such institution. During the Period of Employment hereunder, and for a period of two years thereafter no matter the reason of termination, the Employee will not solicit any person who was a customer of the Company or the Bank during the period of the EmployeeExecutive’s employment hereunder, or solicit potential customers who are or were identified through leads developed during the course of employment with the Company ends or (ii) relieve the BankExecutive from, or otherwise divert cause the Executive to violate, any of his duties or attempt responsibilities (ethical or otherwise) as an attorney admitted to divert any existing business practice in the Commonwealth of Virginia. None of the Company provisions of Sections 4.1 or this Section 4.2 shall be deemed a restriction on the Bank within any area of 100 miles of any office or facility of Executive’s right to practice law after the Company, the Bank or any of their Affiliates. The Employee will not, either during the Period of Employment hereunder or for a period of two years thereafter directly for himself or any third party, solicit, induce, recruit or cause another person in the Executive’s employment of the Bank, with the Company ends or any of their Affiliates to terminate his or her employment for the purposes of joining, associating, or becoming employed with any business or activity which is be interpreted in competition with any services or financial products sold, or any business or activity engaged in, by Company or the Bank. The Employee understands a way that in the event of would be a violation of any provision the Executive’s duties or responsibilities (ethical or otherwise) as an attorney admitted to practice in the Commonwealth of this Agreement, Virginia. The Executive and the Company agree that Sections 4.1 or this Section 4.2 will be interpreted to mean the Bank shall have maximum restrictions on Executive otherwise permitted by the right applicable guidelines of professional conduct for attorneys admitted to seek injunctive reliefpractice in the Commonwealth of Virginia, in addition to any other existing rights provided in this Agreement or by operation of law, without the requirement of posting bond. The remedies provided in this paragraph shall be in addition to any legal or equitable remedies existing at law or provided for in any other agreement between the Employee, the Bank or the Company, and shall not be construed as a limitation upon, or as an alternative or in lieu of, any such remedies. If any provisions of this paragraph shall be determined by a court of competent jurisdiction to be unenforceable in part by reason of it being too great a period of time or covering too great a geographical area, it shall be in full force and effect so as to that period of time restrict the Executive’s activities consistent with Sections 4.1 or geographical area determined to be reasonable by this Section 4.2 without limiting him from practicing law after the courtExecutive’s employment with the Company ends.

Non-Competition. During the Restricted Period (as defined below), Executive shall not, without the prior written consent of Employment hereunderthe Company, and directly or indirectly engage in the event the Employee’s employment is terminated pursuant to subparagraphs 10.2 or 10.3 hereof, then for the later of (a) one year thereafter or (b) the period during which compensation or benefits are being provided pursuant to this Agreement after its termination, the Employee will not directly for himself or herself or assist any third party, become engaged in any business or activity which is directly in competition the same as, substantially similar to or competitive with any services or financial products sold by, or any business or activity engaged in by, the Company's Businesses (as defined below) (hereinafter a "Competitive Business") (other than on behalf of the Company or the Bank, its subsidiaries or affiliates) including, without limitation, any business whether such engagement or activity engaged in by any federally or state chartered bankassistance is an officer, savings bankdirector, savings and loan associationproprietor, trust company and/or credit unionemployee, and/or any services or financial products sold by such entitiespartner, including, without limitation, the taking and accepting investor (other than as a holder of deposits, the provision of trust services, the making of loans and/or the extension of credit, brokering loans and/or leases and the provision of insurance and investment services, within a 25 mile radius of any office or facility of the Company, the Bank or any of their Affiliates. This provision shall not restrict the Employee from owning or investing in publicly traded securities of financial institutions, so long as his or her aggregate holdings in any financial institution do not exceed ten percent (10%) less than 5% of the outstanding capital stock of such institution. During the Period of Employment hereundera publicly traded corporation), and for a period of two years thereafter no matter the reason of terminationguarantor, the Employee will not solicit any person who was a customer of the Company consultant, advisor, agent, sales representative or the Bank during the period of the Employee’s employment hereunderother participant, or solicit potential customers who are or were identified through leads developed during the course of employment with the Company or the Bank, or otherwise divert or attempt to divert any existing business of the Company or the Bank within any area of 100 miles of any office or facility of the Company, the Bank or any of their Affiliates. The Employee will not, either during the Period of Employment hereunder or for a period of two years thereafter directly for himself or any third party, solicit, induce, recruit or cause another person anywhere in the employment of the Bank, world that the Company or any of their Affiliates its subsidiaries or affiliates has been engaged. The Company's Businesses are defined as the business units of the Company as identified by the Company as part of Travel, the operations of which Executive is responsible for overseeing, including initially including Expedia, Xxxxxx.xxx, Interval International, TV Travel Shop and the forthcoming U.S. cable travel network; provided, however, that (i) the Company hereby agrees that Executive may continue to terminate his or her employment for hold investments in American Express and/or its affiliates during and after the purposes of joining, associatingTerm and become employed by, or becoming employed with provide other services to, American Express and/or its affiliates after the Term and (ii) nothing in this Agreement shall preclude Executive from (x) providing services to any business person or activity entity engaged in a Competitive Business if Executive is not involved in the direct management or operations which is in competition with include such Competitive Business and the gross revenues generated by such Competitive Business do not constitute more than 15% of the consolidated gross revenues of such person or entity and its affiliates and/or (y) continuing to serve as a member of the Board of Directors of any services or financial products sold, or any business or activity engaged in, by Company or entity for which Executive serves as a Board member as of the Bankdate of such termination of employment. The Employee understands that "Restricted Period" shall mean (x) in the event of a violation Executive's termination of any provision of this Agreement, employment by the Company or the Bank shall have the right to seek injunctive relief, in addition to any other existing rights provided in this Agreement for Cause or by operation Executive's resignation without Good Reason, during the term of lawExecutive's employment with the Company hereunder and for 12 months thereafter, (y) in the event of Executive's termination of employment by the Company without Cause or by Executive's resignation for Good Reason, during the requirement term of posting bond. The remedies provided in this paragraph shall be in addition to any legal or equitable remedies existing at law or provided Executive's employment with the Company hereunder and for in any other agreement between the Employee, the Bank or the Company, and shall not be construed as a limitation upon, or as an alternative or in lieu of, any such remedies. If any provisions of this paragraph shall be determined by a court of competent jurisdiction to be unenforceable in part by reason of it being too great a period equal to the lesser of time (A) 12 months thereafter and (B) the Severance Period and (z) in the event of Executive's termination of employment due to the parties election not to extend the Term or covering too great a geographical areadue to Executive's death or Disability, it shall be in full force and effect as to that period during the term of time or geographical area determined to be reasonable by Executive's employment with the courtCompany hereunder.

Non-Competition. During At all times during the Period of Employment hereunder, and in the event the EmployeeExecutive’s employment is terminated pursuant to subparagraphs 10.2 or 10.3 hereof, then for the later of (a) one year thereafter or (b) the period during which compensation or benefits are being provided pursuant to this Agreement after its termination, the Employee will not directly for himself or herself or any third party, become engaged in any business or activity which is directly in competition with any services or financial products sold by, or any business or activity engaged in by, the Company or any affiliate during the Bank, including, without limitation, any business or activity engaged in by any federally or state chartered bank, savings bank, savings and loan association, trust company and/or credit union, and/or any services or financial products sold by such entities, including, without limitation, the taking and accepting of deposits, the provision of trust services, the making of loans and/or the extension of credit, brokering loans and/or leases and the provision of insurance and investment services, within a 25 mile radius of any office or facility of the Company, the Bank or any of their Affiliates. This provision shall not restrict the Employee from owning or investing in publicly traded securities of financial institutions, so long as his or her aggregate holdings in any financial institution do not exceed ten percent (10%) of the outstanding capital stock of such institution. During the Period of Employment hereunderTerm, and for a period of two years thereafter no matter twelve (12) months following the reason of termination, the Employee will not solicit any person who was a customer of the Company or the Bank termination during the period of the Employee’s employment hereunder, or solicit potential customers who are or were identified through leads developed during the course Term of employment with the Company or any affiliate for any reason (or twenty-four (24) months in the Bankcase of termination following a Change in Control) (the “Restricted Period”), or otherwise divert or attempt to divert any existing business of the Company or the Bank within any area of 100 miles of any office or facility of Executive will not engage in Competition (as defined below) with the Company, the Bank or any of their Affiliates. The Employee will not, either during the Period of Employment hereunder or for a period of two years thereafter directly for himself or any third party, solicit, induce, recruit or cause another person in the employment of the Bank, the Company or any of their Affiliates to terminate his or her employment for the For purposes of joining, associating, or becoming employed with any business or activity which is in competition with any services or financial products sold, or any business or activity engaged in, by Company or the Bank. The Employee understands that in the event of a violation of any provision of this Agreement, “Competition” shall mean engaging in, or otherwise directly or indirectly being employed by, or acting as a consultant or adviser (paid or unpaid) to, or being a director, officer, employee, principal, agent, stockholder, member, owner or partner of (i) Boeing, Lockheed, Alcatel Space or Astrium, (ii) PanAmSat, SES Astra, Intelsat, New Skies Satellites, (iii) any business similar to the businesses described in clause (i) or (ii) above that competes with the services provided by the Company, (iv) any business that competes with a business that the Company engages in as of the date of the Executive’s termination of employment with the Company, as described or otherwise contemplated in the Bank shall have Company’s business plan for the right year of such termination of employment, or (v) any business that competes with a business that the Company is, to seek injunctive reliefthe knowledge of the Executive, preparing to engage in addition to any other existing rights provided in this Agreement or by operation as of law, without the requirement date of posting bond. The remedies provided in this paragraph shall be in addition to any legal or equitable remedies existing at law or provided for in any other agreement between the Employee, the Bank or Executive’s termination of employment with the Company, and any transferee of or successor to any of the foregoing businesses; provided, however, that the foregoing shall not prevent or be construed violated by the Executive’s service in a non-competitive portion of a company or business enterprise in Competition with the Company or, as a limitation uponresult thereof, owning compensatory equity in such a company or business enterprise in Competition with the Company; and further provided, however, that the prohibition of clauses (i) and (ii) above shall apply only so long as such entities compete with the services provided by the Company. Notwithstanding anything to the contrary in this Agreement, the Executive may, directly or indirectly, own, solely as an alternative investment, securities of a business enterprise in Competition with the Company or its subsidiaries which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Executive (i) is not a controlling person of or a member of a group which controls such business enterprise and (ii) does not, directly or indirectly, own five percent (5%) or more of any class of securities of such business enterprise or less than five percent (5%) in lieu ofany mutual fund, any such remedies. If any provisions of this paragraph shall be determined by a court of competent jurisdiction to be unenforceable in part by reason of it being too great a period of time private equity fund, hedge fund or covering too great a geographical areasimilar collective investment, it shall be in full force and effect so long as to that period of time or geographical area determined to be reasonable by the courtExecutive’s investment is passive.

Non-Competition. During By and in consideration of the Period of Employment hereunderCompany entering into this Agreement, and in further consideration of the event Executive’s exposure to the Employee’s employment is terminated pursuant to subparagraphs 10.2 or 10.3 hereof, then for the later of (a) one year thereafter or (b) the period during which compensation or benefits are being provided pursuant to this Agreement after its terminationConfidential Information, the Employee will not Executive agrees that the Executive shall not, during the Employment Period and for a period of 12 months after the Executive’s termination of employment for any reason (the “Restriction Period”), directly for himself or herself or any third partyindirectly, become engaged in any business or activity which is directly in competition with any services or financial products sold own, manage, operate, join, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any business or activity engaged in by, the Company or the Bankmanner with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, partner, or investor in, any Restricted Enterprise (as defined below); provided that in no event shall (X) ownership by the Executive of two percent or less of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 5.2, so long as the Executive does not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a shareholder thereof or activity (Y) being employed by an entity, standing alone, be prohibited by this Section 5.2, so long as the entity has more than one discrete and readily distinguishable part of its business and the Executive’s duties are not at or involving the part of the entity’s business that is actively engaged in by a Restricted Enterprise. For purposes of this paragraph, “Restricted Enterprise” shall mean any federally Person that is engaged, directly or state chartered bankindirectly, savings bankin (or intends or proposes to engage in, savings and loan association, trust company and/or credit union, and/or or has been organized for the purpose of engaging in) a business which is in competition with a business of the Company or any of its Affiliates in any country or territory in which the Company or any of its Affiliates markets any of its services or financial products sold by or has plans to begin marketing any of its services or products in such entitiescountry or territory. During the Restriction Period, including, without limitation, the taking and accepting of deposits, the provision of trust services, the making of loans and/or the extension of credit, brokering loans and/or leases and the provision of insurance and investment services, within a 25 mile radius of any office or facility upon request of the Company, the Bank or any of their Affiliates. This provision Executive shall not restrict notify the Employee from owning or investing in publicly traded securities of financial institutions, so long as his or her aggregate holdings in any financial institution do not exceed ten percent (10%) Company of the outstanding capital stock of such institution. During the Period of Employment hereunder, and for a period of two years thereafter no matter the reason of termination, the Employee will not solicit any person who was a customer of the Company or the Bank during the period of the EmployeeExecutive’s then-current employment hereunder, or solicit potential customers who are or were identified through leads developed during the course of employment with the Company or the Bank, or otherwise divert or attempt to divert any existing business of the Company or the Bank within any area of 100 miles of any office or facility of the Company, the Bank or any of their Affiliates. The Employee will not, either during the Period of Employment hereunder or for a period of two years thereafter directly for himself or any third party, solicit, induce, recruit or cause another person in the employment of the Bank, the Company or any of their Affiliates to terminate his or her employment for the purposes of joining, associating, or becoming employed with any business or activity which is in competition with any services or financial products sold, or any business or activity engaged in, by Company or the Bank. The Employee understands that in the event of a violation of any provision of this Agreement, the Company or the Bank shall have the right to seek injunctive relief, in addition to any other existing rights provided in this Agreement or by operation of law, without the requirement of posting bond. The remedies provided in this paragraph shall be in addition to any legal or equitable remedies existing at law or provided for in any other agreement between the Employee, the Bank or the Company, and shall not be construed as a limitation upon, or as an alternative or in lieu of, any such remedies. If any provisions of this paragraph shall be determined by a court of competent jurisdiction to be unenforceable in part by reason of it being too great a period of time or covering too great a geographical area, it shall be in full force and effect as to that period of time or geographical area determined to be reasonable by the courtstatus.

Non-Competition. During the Period of Employment hereunder, and in the event the Employee’s employment is terminated pursuant to subparagraphs 10.2 or 10.3 hereof, then for the later of (a) one year thereafter or (b) Executive recognizes that the period during which compensation or benefits services to be performed by him hereunder are being provided pursuant to this Agreement after its terminationspecial, the Employee will not directly for himself or herself or any third partyunique and extraordinary and that, become engaged in any business or activity which is directly in competition with any services or financial products sold by, or any business or activity engaged in by, the Company or the Bank, including, without limitation, any business or activity engaged in by any federally or state chartered bank, savings bank, savings and loan association, trust company and/or credit union, and/or any services or financial products sold by such entities, including, without limitation, the taking and accepting reason of deposits, the provision of trust services, the making of loans and/or the extension of credit, brokering loans and/or leases and the provision of insurance and investment services, within a 25 mile radius of any office or facility of the Company, the Bank or any of their Affiliates. This provision shall not restrict the Employee from owning or investing in publicly traded securities of financial institutions, so long as his or her aggregate holdings in any financial institution do not exceed ten percent (10%) of the outstanding capital stock of such institution. During the Period of Employment employment hereunder, Executive will acquire confidential information and trade secrets concerning the operation of Grove. Accordingly, for all purposes hereunder or in respect hereof, Executive agrees that during the term of his employment hereunder and for a period of two years thereafter no matter the reason of termination, the Employee will not solicit any person who was a customer of the Company or the Bank during the period of the Employee’s employment hereunder, or solicit potential customers who are or were identified through leads developed during the course 24 months following such termination of employment with the Company or the Bank, or otherwise divert or attempt to divert any existing business of the Company or the Bank within any area of 100 miles of any office or facility of the Company, the Bank or any of their Affiliates. The Employee Executive will not, either directly or indirectly, as an officer, director, stockholder, partner, member, associate, employee, consultant, owner, agent, creditor, co-venturer or otherwise, become or be interested in or be associated with any other corporation, firm or business engaged, in any geographical area in which Grove is engaged during the Period term of Employment hereunder his employment or for at the date of his termination of employment, in a period "Competitive Business" with that of two years thereafter Grove at such time. A Competitive Business shall mean any business which derives 30% or more of its revenue directly for himself or indirectly from designing, manufacturing, selling and/or providing customer support for, mobile hydraulic cranes, self-propelled aerial work platforms and truck-mounted cranes. Executive's ownership, directly or indirectly, of not more than five percent of the issued and outstanding stock of any third partycorporation, solicit, induce, recruit the shares of which are regularly traded on a national securities exchange or cause another person in the employment over-the-counter market, shall not in any event be deemed to be a violation of the Bank, provisions of this Section 10 and the Company or any ownership of their Affiliates securities by Executive of Grove shall not be deemed to terminate his or her employment for the be a violation of this Section 10. For purposes of joiningthis Section 10 the term "Grove" shall also mean any affiliate (as such term is defined in Rule 144 promulgated under the Securities Act of 1933, associating, or becoming employed with any business or activity which is in competition with any services or financial products soldas amended, or any business or activity engaged in, by Company or the Bank. The Employee understands that in the event successor rule) of a violation of any provision of this Agreement, the Company or the Bank shall have the right to seek injunctive relief, in addition to any other existing rights provided in this Agreement or by operation of law, without the requirement of posting bond. The remedies provided in this paragraph shall be in addition to any legal or equitable remedies existing at law or provided for in any other agreement between the Employee, the Bank or the Company, and shall not be construed as a limitation upon, or as an alternative or in lieu of, any such remedies. If any provisions of this paragraph shall be determined by a court of competent jurisdiction to be unenforceable in part by reason of it being too great a period of time or covering too great a geographical area, it shall be in full force and effect as to that period of time or geographical area determined to be reasonable by the courtGrove.

Non-Competition. During The Executive covenants and agrees that, during the Period Executive’s employment hereunder and for a period of Employment hereunderone (1) year thereafter (to the extent permitted by law), and the Executive will not at any time, in the event United States or any other jurisdiction in which the Employee’s employment Company. the Parent or their respective corporate controlled affiliates is terminated pursuant engaged or has reasonably firm plans to subparagraphs 10.2 engage in business, whether as a principal, investor, employee, consultant, independent contractor, officer, director, board member, manager, partner, agent, or 10.3 hereofotherwise, then alone or in association with any other person, firm, corporation, or business organization, work for, become employed by, engage in, carry on, provide services to, or assist in any manner (whether or not for the later of (a) one year thereafter or (b) the period during which compensation or benefits are being provided pursuant to this Agreement after its termination, the Employee will not directly for himself gain) a person or herself or any third party, become engaged entity that engages in any business or activity in which is directly in competition with any services or financial products sold by, or any business or activity engaged in by, the Company or the Bank, including, without limitation, any business or activity engaged in by any federally or state chartered bank, savings bank, savings and loan association, trust company and/or credit union, and/or any services or financial products sold by such entities, including, without limitation, the taking and accepting of deposits, the provision of trust services, the making of loans and/or the extension of credit, brokering loans and/or leases and the provision of insurance and investment services, within a 25 mile radius of any office or facility of the Company, the Bank Parent, or any of their Affiliates. This provision shall corporate controlled affiliates is engaged (a “Competing Business”), where Executive’s position or service for such Competing Business relates to Executive’s positions with or the types of services performed by the Executive for the Company, the Parent, or any of their corporate controlled affiliates, or is otherwise competitive with the Company’s, the Parent’s, or any of their corporate controlled affiliates’ products or services; provided, however, that the foregoing will not restrict prohibit the Employee Executive from owning (i) serving on a board of directors (or investing comparative bodies) of other entities where the Parent has given prior permission, (ii) after the occurrence of both a Change of Control (as defined in publicly traded securities Section 11) and the termination of financial institutionsthe Executive’s employment, so long as his or her aggregate holdings in any financial being employed by (A) a campus-based institution do not exceed ten of higher education that derives no more than twenty percent (1020%) of its revenues from online education, provided, that the Executive is not predominantly engaged in supporting the online education, or (B) an online learning company that does not provide higher education, or (iii) serving as a faculty member, “scholar in residence” or similar academic position, provide, that the Executive does not engage in administrative matters, other than to a de minimis extent. Notwithstanding the foregoing, the ownership by the Executive of less than one percent (1%) of the outstanding capital stock of such institution. During the Period of Employment hereunder, and for any corporation listed on a period of two years thereafter no matter the reason of termination, the Employee will national securities exchange shall not solicit any person who was a customer of the Company or the Bank during the period of the Employee’s employment hereunder, or solicit potential customers who are or were identified through leads developed during the course of employment with the Company or the Bank, or otherwise divert or attempt to divert any existing business of the Company or the Bank within any area of 100 miles of any office or facility of the Company, the Bank or any of their Affiliates. The Employee will not, either during the Period of Employment hereunder or for a period of two years thereafter directly for himself or any third party, solicit, induce, recruit or cause another person in the employment of the Bank, the Company or any of their Affiliates to terminate his or her employment for the purposes of joining, associating, or becoming employed with any business or activity which is in competition with any services or financial products sold, or any business or activity engaged in, by Company or the Bank. The Employee understands that in the event of be deemed a violation of any provision of this Agreement, the Company or the Bank shall have the right to seek injunctive relief, in addition to any other existing rights provided in this Agreement or by operation of law, without the requirement of posting bond. The remedies provided in this paragraph shall be in addition to any legal or equitable remedies existing at law or provided for in any other agreement between the Employee, the Bank or the Company, and shall not be construed as a limitation upon, or as an alternative or in lieu of, any such remedies. If any provisions of this paragraph shall be determined by a court of competent jurisdiction to be unenforceable in part by reason of it being too great a period of time or covering too great a geographical area, it shall be in full force and effect as to that period of time or geographical area determined to be reasonable by the courtSection 9(a).

Non-Competition. During Employee acknowledges and recognizes the Period highly competitive nature of Employment hereunderthe Company’s business and that Employee’s position with the Company and access to the Company’s confidential records and proprietary information renders Employee special and unique. In consideration of payments made and to be made by the Company to Employee pursuant to this Agreement and the Asset Purchase Agreement (including, and without limitation, pursuant to Section 3 hereof), Employee agrees that (A) during the Term or (B) in the event the Employee’s employment is terminated pursuant prior to subparagraphs 10.2 or 10.3 hereofthe end of the Term, then for until the later of (ax) one year thereafter three (3) years from the Closing Date (as defined below) or (by) six (6) months from the period during which compensation or benefits are being provided pursuant to termination of this Agreement after its if, at the time of such termination, there exists an Event of Default (as that term is defined in the Employee will not directly for himself or herself or any third party, become engaged in any business or activity which is directly in competition with any services or financial products sold byNotes), or any business or activity engaged one (1) year from the termination of this Agreement in byall other circumstances, the Company or the Bank, including, without limitation, any business or activity engaged in by any federally or state chartered bank, savings bank, savings and loan association, trust company and/or credit union, and/or any services or financial products sold by such entities, including, without limitation, the taking and accepting of deposits, the provision of trust services, the making of loans and/or the extension of credit, brokering loans and/or leases and the provision of insurance and investment services, within a 25 mile radius of any office or facility of the Company, the Bank or any of their Affiliates. This provision shall not restrict the Employee from owning or investing in publicly traded securities of financial institutions, so long as his or her aggregate holdings in any financial institution do not exceed ten percent (10%) of the outstanding capital stock of such institution. During the Period of Employment hereunder, and for a period of two years thereafter no matter the reason of termination, the Employee will not solicit any person who was a customer of the Company or the Bank during the period of the Employee’s employment hereunder, or solicit potential customers who are or were identified through leads developed during the course of employment with the Company or the Bank, or otherwise divert or attempt to divert any existing business of the Company or the Bank within any area of 100 miles of any office or facility of the Company, the Bank or any of their Affiliates. The Employee will not, either during the Period of Employment hereunder directly or for a period of two years thereafter directly for himself indirectly, in North America or any third party, solicit, induce, recruit or cause another person other place in the employment of the Bank, which the Company or any of their Affiliates to terminate his or her employment for the purposes of joiningthen does business, associatingengage in, or becoming employed be affiliated in any manner with any business individual, partnership, venture, unincorporated association, organization, syndicate, corporation, limited liability company, or activity which is in competition with any services other entity, trust and trustee, executor, administrator or financial products soldother legal or personal representative, or any business government or activity agency or political subdivision thereof (any of the foregoing, a “Person”) engaged in, by the business of manufacturing, marketing, distributing and/or selling (A) non-carbonated, non-alcoholic beverage products, including but not limited to iced tea; (B) any other product categories the Company is actively manufacturing, marketing, distributing and/or selling as of the date of termination or the Bank. The Employee understands that in the event of a violation of any provision expiration of this Agreement; or (C) any other product categories manufactured, marketed, distributed and/or sold by the Company during the Term, except for Employee performing consulting services for Pure Distribution and/or Iceland Springs Water, so long as such consulting services do not materially interfere or conflict with his obligations to the Bank shall have Buyer and the right to seek injunctive relief, in addition to any other existing rights provided Company under this Agreement. As used in this Agreement or by operation of lawAgreement, without “Closing Date” means the requirement of posting bond. The remedies provided in this paragraph shall be in addition to any legal or equitable remedies existing at law or provided for in any other agreement between date on which the Employee, the Bank or the Company, and shall not be construed as a limitation upon, or as an alternative or in lieu of, any such remedies. If any provisions of this paragraph shall be determined by a court of competent jurisdiction to be unenforceable in part by reason of it being too great a period of time or covering too great a geographical area, it shall be in full force and effect as to that period of time or geographical area determined to be reasonable by the courtClosing actually occurs.

Non-Competition. During The Executive agrees that she shall not at any time -------------------- while she is employed hereunder or at any time during the Restricted Period (as hereinafter defined), for any reason, either directly or indirectly, whether as agent, stockholder (except as the holder of Employment not more than five percent (5%) of the stock of a publicly held company, provided the Executive does not participate in the business of such company or render advice or assistance to it), employee, officer, director, trustee, partner, consultant, proprietor or otherwise: (i) Engage in, render advice or assistance to, or in any way be connected with any Competitive Entity (as hereinafter defined) located in the Restricted Area (as hereinafter defined). (ii) Except on behalf of the Corporation, entice or attempt to entice any of the suppliers or customers of the Corporation, so as to cause, or attempt to cause, any of said suppliers or customers not to do business with the Corporation or to reduce or adversely change the nature of the business done with the Corporation. (iii) For purposes of this Section 8, the following definitions shall apply: (A) A "Competitive Entity" shall be defined as any business, person, firm, association, partnership, corporation or other entity which (x) is engaged directly or indirectly in the retail department store business or (y) which competes with the business of the Corporation as such business is conducted from time to time during the course of the Executive's employment hereunder. (B) The term "Restricted Area" shall be defined during the Executive's employment as fifty (50) miles from any store operated by the Corporation from time to time during the course of the Executive's employment, and after the termination of the Executive's employment it shall be defined as fifty (50) miles from any store operated by the Corporation during the one (1) year period prior to the termination of the Executive's employment or during the Restricted Period. (C) The term Restricted Period" shall be defined as two (2) years from the date of termination of the Executive's employment hereunder; provided, hereunder, and in that the event the Employee’s employment is terminated pursuant to subparagraphs 10.2 or 10.3 hereof, then Restricted Period shall be extended for the later of (a) one year thereafter or (b) the period during which compensation or benefits are being provided pursuant to this Agreement after its termination, it is determined that the Employee will not directly for himself or herself or any third party, become engaged Executive is in any business or activity which is directly in competition with any services or financial products sold by, or any business or activity engaged in by, the Company or the Bank, including, without limitation, any business or activity engaged in by any federally or state chartered bank, savings bank, savings and loan association, trust company and/or credit union, and/or any services or financial products sold by such entities, including, without limitation, the taking and accepting of deposits, the provision of trust services, the making of loans and/or the extension of credit, brokering loans and/or leases and the provision of insurance and investment services, within a 25 mile radius of any office or facility violation of the Company, the Bank or any of their Affiliates. This provision shall not restrict the Employee from owning or investing in publicly traded securities of financial institutions, so long as his or her aggregate holdings in any financial institution do not exceed ten percent (10%) of the outstanding capital stock of such institution. During the Period of Employment hereunder, and for a period of two years thereafter no matter the reason of termination, the Employee will not solicit any person who was a customer of the Company or the Bank during the period of the Employee’s employment hereunder, or solicit potential customers who are or were identified through leads developed during the course of employment with the Company or the Bank, or otherwise divert or attempt to divert any existing business of the Company or the Bank within any area of 100 miles of any office or facility of the Company, the Bank or any of their Affiliates. The Employee will not, either during the Period of Employment hereunder or for a period of two years thereafter directly for himself or any third party, solicit, induce, recruit or cause another person in the employment of the Bank, the Company or any of their Affiliates to terminate his or her employment for the purposes of joining, associating, or becoming employed with any business or activity which is in competition with any services or financial products sold, or any business or activity engaged in, by Company or the Bank. The Employee understands that in the event of a violation of any provision of this Agreement, the Company or the Bank shall have the right to seek injunctive relief, in addition to any other existing rights provided in this Agreement or by operation of law, without the requirement of posting bond. The remedies provided in this paragraph shall be in addition to any legal or equitable remedies existing at law or provided for in any other agreement between the Employee, the Bank or the Company, and shall not be construed as a limitation upon, or as an alternative or in lieu of, any such remedies. If any provisions of this paragraph shall be determined by a court of competent jurisdiction to be unenforceable in part by reason of it being too great a period of time Sections 8.1 or covering too great a geographical area, it shall be in full force and effect as to that period of time or geographical area determined to be reasonable by the court8.2.

Non-Competition. During the Period of Employment hereunder, and in the event the Employee’s The Executive hereby acknowledges that during his employment is terminated pursuant to subparagraphs 10.2 or 10.3 hereof, then for the later of (a) one year thereafter or (b) the period during which compensation or benefits are being provided pursuant to this Agreement after its termination, the Employee will not directly for himself or herself or any third party, become engaged in any business or activity which is directly in competition with any services or financial products sold by, or any business or activity engaged in by, the Company or the Bank, including, without limitation, any business or activity engaged in by any federally or state chartered bank, savings bank, savings and loan association, trust company and/or credit union, and/or any services or financial products sold by such entities, including, without limitation, the taking and accepting of deposits, the provision of trust services, the making of loans and/or the extension of credit, brokering loans and/or leases and the provision of insurance and investment services, within a 25 mile radius of any office or facility of the Company, the Bank or Executive will become familiar with trade secrets and other Confidential Information concerning the Company, its subsidiaries and their respective predecessors, and that the Executive’s services will be of special, unique and extraordinary value to the Company. Accordingly, the Executive hereby agrees that, subject to the requirements of applicable law, at any of their Affiliates. This provision shall not restrict time during the Employee from owning or investing in publicly traded securities of financial institutions, so long as his or her aggregate holdings in any financial institution do not exceed ten percent (10%) of the outstanding capital stock of such institution. During the Period of Employment hereunderTerm, and for a period of two years thereafter no matter fifteen (15) months after the Executive’s date of termination of employment for any reason of terminationexcept a CIC Termination, or twenty-four (24) months after a CIC Termination (such fifteen (15) month period or twenty-four (24) month period, as applicable, shall be referred to as the “Restriction Period”), the Employee Executive will not solicit not, directly or indirectly, own, manage, control, participate in, consult with, render services for, or in any person who was a customer manner engage in any business involving or related to (directly or indirectly) the research, development, marketing and/or sale or other delivery of injection devices, within any geographical area in which, as of the date of the Executive’s termination of employment, the Company or its subsidiaries engage in business or demonstrably plan to engage in business (the Bank during “Business”). It will not be considered a violation of this Section 6(b) for the period Executive to be a passive owner of not more than 1% of the Employee’s outstanding stock of any class of a corporation which is publicly traded, so long as the Executive has no active participation in the business of such corporation. In addition, the restrictions contained in this section 6(b) shall not prevent the Executive from accepting employment hereunder, or solicit potential customers who are or were identified through leads developed during the course following termination of employment with the Company with a large diversified organization with separate and distinct divisions that do not compete, directly or indirectly, with the BankBusiness, or otherwise divert or attempt as long as prior to divert any existing business of accepting such employment, the Company or receives separate written assurances from the Bank within any area of 100 miles of any office or facility of prospective employer and from the Executive, satisfactory to the Company, to the Bank effect that Executive will not render any services, directly or indirectly, to any of their Affiliatesdivision or business unit that competes, directly or indirectly, with the Business. The Employee will not, either during During the Period of Employment hereunder or for a restrictive period of two years thereafter directly for himself or any third party, solicit, induce, recruit or cause another person set forth in the employment section, Executive will inform any new employer, prior to accepting employment, of the Bank, the Company or any existence of their Affiliates to terminate his or her employment for the purposes of joining, associating, or becoming employed this Agreement and provide such employer with any business or activity which is in competition with any services or financial products sold, or any business or activity engaged in, by Company or the Bank. The Employee understands that in the event of a violation of any provision copy of this Agreement, the Company or the Bank shall have the right to seek injunctive relief, in addition to any other existing rights provided in this Agreement or by operation of law, without the requirement of posting bond. The remedies provided in this paragraph shall be in addition to any legal or equitable remedies existing at law or provided for in any other agreement between the Employee, the Bank or the Company, and shall not be construed as a limitation upon, or as an alternative or in lieu of, any such remedies. If any provisions of this paragraph shall be determined by a court of competent jurisdiction to be unenforceable in part by reason of it being too great a period of time or covering too great a geographical area, it shall be in full force and effect as to that period of time or geographical area determined to be reasonable by the court.

Non-Competition. During the Period of Employment hereunder, and in the event the EmployeeExecutive’s employment with the Company and, upon a termination of the Executive’s employment with the Company for any reason whatsoever, subject to Section 8(e), during the eighteen (18)-month period following the Date of Termination, or, if eighteen (18) months is terminated pursuant determined by a reviewing court to subparagraphs 10.2 or 10.3 hereofbe unenforceable with respect to this Section 8(a), then for twelve (12) months following the later Date of (a) one year thereafter or (b) the period during which compensation or benefits are being provided pursuant to this Agreement after its terminationTermination, the Employee will not directly for himself or herself or any third party, become engaged in any business or activity which is directly in competition with any services or financial products sold by, or any business or activity engaged in by, the Company or the Bank, includingExecutive shall not, without limitation, any business or activity engaged in by any federally or state chartered bank, savings bank, savings and loan association, trust company and/or credit union, and/or any services or financial products sold by such entities, including, without limitation, the taking and accepting of deposits, the provision of trust services, the making of loans and/or the extension of credit, brokering loans and/or leases and the provision of insurance and investment services, within a 25 mile radius of any office or facility prior written consent of the Company, the Bank directly or any indirectly, as a stockholder owning beneficially or of their Affiliates. This provision shall not restrict the Employee from owning or investing in publicly traded securities of financial institutions, so long as his or her aggregate holdings in any financial institution do not exceed ten record more than one percent (101%) of the outstanding capital shares of any class of stock of such institution. During any issuer, or as an officer, director, employee, partner, member, consultant, joint venture partner, proprietor, or otherwise, engage in or have a financial interest in any Competing Business in (x) the Period United States or in any other jurisdiction in which the Company is actively engaged in business or with respect to which, at the time of Employment hereunderthe Executive’s action (or, and for a period of two years thereafter no matter if the reason of termination, the Employee will Executive is not solicit any person who was a customer an employee of the Company or at such time, the Bank during the period of the Employee’s employment hereunder, or solicit potential customers who are or were identified through leads developed during the course of date his employment with the Company or terminated), the BankCompany had taken material steps toward becoming actively engaged in such business, or otherwise divert (y) if clause (x) of this Section 8(a) is determined by a reviewing court to be unenforceable, then (y) any state within the United Sates in which the Company is actively engaged in business. For purposes of this Section 8(a), the term “Competing Business” shall mean any business which is substantially and materially engaged in (i) the purchasing, managing, financing, leasing or attempt selling of, or raising capital for investment funds or vehicles established to divert invest in, net lease commercial properties (each, a “Competing Activity”) or (ii) any existing other activity which is material to the Company that it is engaged in as of the Date of Termination. The Company and the Executive acknowledge and agree that the provisions of this Section 8(a) are intended to protect the legitimate business interests of the Company and not to restrain the ability of Executive to obtain gainful employment. The Company agrees that the provisions of this Section 8(a) shall not preclude the Executive from (i) serving as a director of a publicly traded real estate investment trust or similar entity during the term of his employment subject to the consent of the Board, (ii) making or maintaining a passive investment in a diversified company having not more than 10% of its sales (based on its latest published annual audited financial statements) attributable to a Competing Business; (iii) providing any services, advice or personal assistance to a family office or family member; (iv) fulfilling any obligation pursuant to the Agreement; (v) any actions on the part of the Executive which are in good faith intended to further the business or operations of the Company; or (vi) working for a buyer of all or substantially all of the business of the Company or immediately after the Bank within any area of 100 miles of any office or facility of the Company, the Bank or any of their Affiliates. The Employee will not, either during the Period of Employment hereunder or for a period of two years thereafter directly for himself or any third party, solicit, induce, recruit or cause another person in the employment of the Bank, the Company or any of their Affiliates to terminate his or her employment for the purposes of joining, associating, or becoming employed with any business or activity which is in competition with any services or financial products sold, or any business or activity engaged in, by Company or the Bank. The Employee understands that in the event of a violation of any provision of this Agreement, the Company or the Bank shall have the right to seek injunctive relief, in addition to any other existing rights provided in this Agreement or by operation of law, without the requirement of posting bond. The remedies provided in this paragraph shall be in addition to any legal or equitable remedies existing at law or provided for in any other agreement between the Employee, the Bank or the Company, and shall not be construed as a limitation upon, or as an alternative or in lieu of, any such remedies. If any provisions of this paragraph shall be determined by a court of competent jurisdiction to be unenforceable in part by reason of it being too great a period of time or covering too great a geographical area, it shall be in full force and effect as to that period of time or geographical area determined to be reasonable by the courttransfer thereof.

Non-Competition. During 6.4.1 Delphi undertakes and agrees with Buyer Parent that for a period of four (4) years after the Period Closing Date, except with the consent of Employment hereunderBuyer Parent, Delphi will not, and will procure that each Affiliate of Delphi will not, either on its own account or in conjunction with or on behalf of any person, firm or company, whether by sales, marketing or other activities, carry on or be engaged, whether as a shareholder, licensor of Intellectual Property, director, employee, partner or agent in carrying on any business which is engaged in the event design, development, manufacture, remanufacture or sale of Products as carried on by the Employee’s employment Business at the Closing Date (a “Competitive Business“); provided, however, that the restrictions contained in this Section 6.4.1 will not prohibit, in any way: (i) the acquisition of a controlling interest or merger with any Person, or a division or business unit thereof, which is terminated pursuant not primarily engaged in a Competitive Business, provided that, Delphi will use commercially reasonable efforts to subparagraphs 10.2 divest, as soon as practicable after such acquisition or 10.3 hereofmerger, then any portion of the business of such Person that constitutes a Competitive Business if the Competitive Business accounts for more than $250,000,000 in annual sales; (ii) the acquisition by Delphi or any of its Affiliated companies, directly or indirectly, of a non-controlling ownership interest in any Person or a division or business unit thereof, or any other entity engaged in a Competitive Business, if the Competitive Business accounts for fifteen (15%) percent or less of the sales or fifteen (15%) percent or less of the value of the acquired business at the date of such acquisition (whichever is the greater); (iii) the acquisition by Delphi or any of its Affiliated companies, directly or indirectly, of less than five (5%) percent of the publicly traded stock of any Person engaged in a Competitive Business; (iv) provision of consulting services to, the license of any technology that Delphi or any Delphi Affiliate owns or has license to use to, or the financing (on its own behalf or on behalf of any other Person) of any Person for the later purpose of designing or manufacturing on behalf of Delphi or any Delphi Affiliate or selling to Delphi or any Delphi Affiliate components and parts for automotive applications, other than the current or future Products; (v) consistent with Delphi’s troubled supplier practices, any direct or indirect activities of Delphi or any Delphi Affiliate to advise, operate, manage or finance a troubled supplier of Delphi or its Affiliates; or (vi) any business or activity conducted by Delphi or any Affiliate, joint venture (including KDAC), subsidiary or division of Delphi (excluding the Business) and any natural extensions thereof as of the Closing Date (each of which will be deemed not to breach this Section 6.4.1), including: (a) one year thereafter or any activity conducted by KDAC; (b) the period during which compensation or benefits are being provided pursuant to this Agreement after its terminationdesign, the Employee will not directly for himself or herself or any third partydevelopment, become engaged in any business or activity which is directly in competition with any services or financial products sold bymanufacture, remanufacture, or any business or activity engaged in by, the Company or the Bank, including, without limitation, any business or activity engaged in by any federally or state chartered bank, savings bank, savings and loan association, trust company and/or credit union, and/or any services or financial products sold by such entities, including, without limitation, the taking and accepting sale of deposits, the provision of trust services, the making of loans and/or the extension of credit, brokering loans and/or leases and the provision of insurance and investment services, within a 25 mile radius of any office or facility sub-components of the Company, the Bank or any of their Affiliates. This provision shall not restrict the Employee from owning or investing in publicly traded securities of financial institutions, so long as his or her aggregate holdings in any financial institution do not exceed ten percent (10%) type set forth on Schedule 6.4.1 of the outstanding capital stock Products and of such institution. During integrated vehicle controllers containing steering functionality (provided that Delphi will be restricted from using the Period of Employment hereunder, and for a period of two years thereafter no matter the reason of termination, the Employee will not solicit any person who was a customer of the Company or the Bank during the period of the Employee’s employment hereunder, or solicit potential customers who are or were identified through leads developed during the course of employment with the Company or the Bank, or otherwise divert or attempt to divert any existing business of the Company or the Bank within any area of 100 miles of any office or facility of the Company, the Bank or any of their Affiliates. The Employee will not, either during the Period of Employment hereunder or for a period of two years thereafter directly for himself or any third party, solicit, induce, recruit or cause another person steering algorithms included in the employment Purchased Intellectual Property for such purposes) ; and (c) the sale and distribution of the Bank, the Company or any of their Affiliates to terminate his or her employment for the purposes of joining, associating, or becoming employed with any business or activity which is in competition with any services or financial products sold, or any business or activity engaged in, by Company or the Bank. The Employee understands that Products in the event of a violation of any provision of this Agreement, the Company or the Bank shall have the right to seek injunctive relief, in addition to any other existing rights provided in this Agreement or by operation of law, without the requirement of posting bond. The remedies provided in this paragraph shall be in addition to any legal or equitable remedies existing at law or provided for in any other agreement between the Employee, the Bank or the Company, and shall not be construed as a limitation upon, or as an alternative or in lieu of, any such remedies. If any provisions of this paragraph shall be determined by a court of competent jurisdiction to be unenforceable in part by reason of it being too great a period of time or covering too great a geographical area, it shall be in full force and effect as to that period of time or geographical area determined to be reasonable by the courtindependent aftermarket.

Non-Competition. During The Executive acknowledges that because of his --------------- position he has had and will have access to extremely confidential information of the Period of Employment hereunderCompany including trade secret, marketing plans, long term strategic plans, and in the event the Employee’s employment is terminated pursuant to subparagraphs 10.2 or 10.3 hereof, then for the later of (a) one year thereafter or (b) the period during other information which compensation or benefits are being provided pursuant to this Agreement after its termination, the Employee will not directly for himself or herself or any third party, become engaged in any business or activity which is directly in competition with any services or financial products sold by, or any business or activity engaged in by, would cause the Company irreparable harm if it were available or his services were available after termination of his employment with the Bank, including, without limitation, any business or activity engaged in by any federally or state chartered bank, savings bank, savings and loan association, trust company and/or credit union, and/or any services or financial products sold by such entities, including, without limitation, the taking and accepting of deposits, the provision of trust services, the making of loans and/or the extension of credit, brokering loans and/or leases and the provision of insurance and investment services, within Company to a 25 mile radius of any office or facility competitor of the Company. Therefore, the Bank or any of their Affiliates. This provision shall not restrict the Employee from owning or investing in publicly traded securities of financial institutions, so long as his or her aggregate holdings in any financial institution do not exceed ten percent (10%) of the outstanding capital stock of such institution. During the Period of Employment hereunder, and for a period of two years thereafter no matter the reason of termination, the Employee will not solicit any person who was a customer of the Company or the Bank during the period of the Employee’s Executive's employment hereunderunder this agreement (including the term of any leave of absence) and for a period after termination of employment equal to the greater of (x) six months and (y) the number of months of severance for which the Executive shall be eligible (but not more than twelve months), the Executive shall not, directly or indirectly, engage or be interested in any business which engages in the United States, or solicit potential customers who are or were identified through leads developed during the course of employment with in other geographic areas in which the Company or its subsidiaries have done business, in a business directly competitive with the Bank, or otherwise divert or attempt to divert any existing business of the Company or any of its subsidiaries at such date or as may be planned at such date. The Executive shall be deemed to be directly or indirectly interested in a business if he is engaged or interested in that business as a stockholder, director, officer, employee, salesman, sales representative, agent, broker, partner, individual proprietor, lender, licensor, consultant or otherwise, but not if his interest is limited solely to ownership of 5% or less of the Bank within any area of 100 miles equity or debt securities of any office class of a corporation whose shares are listed for trading on a national securities exchange or facility in the over-the-counter market. Nothing in this section shall prohibit the Executive from working for a company in a non-competing area although that Company may in another part of its business compete with the business of the Company, Company so long as the Bank or any of their Affiliates. The Employee will not, either during the Period of Employment hereunder or for a period of two years thereafter directly for himself or any third party, solicit, induce, recruit or cause another person in the employment of the Bank, the Company or any of their Affiliates to terminate his or her employment for the purposes of joining, associating, or becoming employed with any business or activity which is in competition with any services or financial products sold, or any business or activity engaged in, by Company or the Bank. The Employee understands that in the event of a violation of any provision of this Agreement, the Company or the Bank shall have the right to seek injunctive relief, in addition to any other existing rights provided in this Agreement or by operation of law, without the requirement of posting bond. The remedies provided in this paragraph shall be in addition to any legal or equitable remedies existing at law or provided for in any other agreement between the Employee, the Bank or the Company, and Executive shall not be construed as a limitation upondirectly involved or meaningfully and materially assist in the competitive part of that business. (For example, or as an alternative or the Executive may work for Conde Nast in lieu of, any such remedies. If any provisions non-competitive areas but may not be involved in the activities of this paragraph shall be determined by a court of competent jurisdiction to be unenforceable in part by reason of it being too great a period of time or covering too great a geographical area, it shall be in full force and effect as to that period of time or geographical area determined to be reasonable by the courtWired Magazine.)

Non-Competition. During the Period of Employment hereunder, and in the event the Employee’s employment is terminated pursuant to subparagraphs 10.2 or 10.3 hereof, then for the later of (a) one year thereafter or (b) the period during which compensation or benefits are being provided pursuant to this Agreement after its termination, the Employee will not directly for himself or herself or any third party, become engaged in any business or activity which is directly in competition with any services or financial products sold by, or any business or activity engaged in by, the Company or the Bank, including, without limitation, any business or activity engaged in by any federally or state chartered bank, savings bank, savings and loan association, trust company and/or credit union, and/or any services or financial products sold by such entities, including, without limitation, the taking and accepting of deposits, the provision of trust services, the making of loans and/or the extension of credit, brokering loans and/or leases and the provision of insurance and investment services, within a 25 mile radius of any office or facility of the Company, the Bank or any of their Affiliates. This provision shall not restrict the Employee from owning or investing in publicly traded securities of financial institutions, so long as his or her aggregate holdings in any financial institution do not exceed ten percent (10%) of the outstanding capital stock of such institution. During the Period of Employment hereunder, Term and for a period of two (2) years thereafter no matter the reason of terminationthereafter, the Employee will not solicit any person who was a customer Executive shall not, directly or indirectly, without the prior written consent of the Company Company, own, manage, operate, join, control, be employed by, consult with or participate in the Bank during the period ownership, management, operation or control of: (x) any of the Employee’s employment hereundercompanies identified on the list of competitors furnished to the Executive on the Commencement Date (the "List"); or (y) any entity that, after the date of this agreement, (i) becomes engaged, or solicit potential customers who are or were identified through leads developed during the course seeks to become engaged, in a business that directly competes with a line of employment with the Company or the Bank, or otherwise divert or attempt to divert any existing business of the Company or its subsidiaries, which line of business generated more than 15% of the Bank within any area consolidated revenues of 100 miles the Company and its subsidiaries in the preceding fiscal year (the "15% Test") (If the Executive's employment terminates, the 15% Test will be based upon the fiscal year preceding such termination. Moreover, in the case of a Change in Control of the Company followed by a termination of the Executive's employment, the determination regarding the 15% Test will be based on the Company and its subsidiaries without regard to either the business or revenues of the acquiror.); and (ii) is, or seeks to be, a significant competitor of any office or facility material line of the Company, the Bank or any business of their Affiliates. The Employee will not, either during the Period of Employment hereunder or for a period of two years thereafter directly for himself or any third party, solicit, induce, recruit or cause another person in the employment of the Bank, the Company or its subsidiaries (a "Competitor"). In determining whether or not a particular company hereafter is a Competitor, the companies specified on the List are examples of a Competitor. The foregoing shall not limit the Executive from serving as an executive of, or otherwise providing services to, a company which is on the List or is a Competitor so long as the Executive is not employed by, provide services to or supervise the activities of the Competitor or the Company that is on the List that directly competes with the Company. Furthermore, the "beneficial ownership" by the Executive of not more than one percent (1%) of the stock or of the debt of any of their Affiliates to terminate his or her employment for the purposes of joining, associating, or becoming employed with any business or activity which is in competition with any services or financial products sold, or any business or activity engaged in, by Company or the Bank. The Employee understands that in the event of foregoing entities shall not be a violation of any provision of this Agreement, Section 14(b) and the Company or the Bank shall have the right to seek injunctive relief, in addition to any other existing rights provided in this Agreement or by operation of law, without the requirement of posting bond. The remedies provided in this paragraph shall be in addition to any legal or equitable remedies existing at law or provided for in any other agreement between the Employee, the Bank or the Company, and foregoing limitation shall not be construed as include interests of Executive through mutual funds or investment partnerships, limited liability entities or similar investment vehicles in which he is a limitation upon, passive investor and owns less than five percent (5%) of the fund or as an alternative or in lieu of, any such remedies. If any provisions of this paragraph shall be determined by a court of competent jurisdiction to be unenforceable in part by reason of it being too great a period of time or covering too great a geographical area, it shall be in full force and effect as to that period of time or geographical area determined to be reasonable by the courtentity.

Non-Competition. During the Period of Employment hereunder, Executive's employment with the --------------- Company and in for one (1) year after the event Termination Date (the Employee’s employment is terminated pursuant to subparagraphs 10.2 or 10.3 hereof, then for the later of (a) one year thereafter or (b) the period during which compensation or benefits are being provided pursuant to this Agreement after its termination"Applicable Period"), the Employee will not Executive shall not, without the prior written consent of the Company, directly for himself or herself or any third party, become engaged indirectly engage in any business or activity which is directly activity, whether as an employee, consultant, partner, principal, agent, representative, stockholder (other than as the holder of an interest of five percent (5%) or less in competition with the equity of a publicly traded corporation) or other individual, corporate or representative capacity, or render any services or financial products sold byprovide any advice or substantial assistance to any business, person or entity, if such business, person or entity, directly or indirectly, competes (or, to the Executive's knowledge after due inquiry, intends to compete or is preparing to compete during the Applicable Period in the United States in any material manner with (i) the Company, or any business entity directly or activity engaged in indirectly controlled by, controlling or under common control with the Company Company, or any corporation or other entity acquiring, directly or indirectly, all or substantially all the Bank, including, without limitation, any assets and business or activity engaged in by any federally or state chartered bank, savings bank, savings and loan association, trust company and/or credit union, and/or any services or financial products sold by such entities, including, without limitation, the taking and accepting of deposits, the provision of trust services, the making of loans and/or the extension of credit, brokering loans and/or leases and the provision of insurance and investment services, within a 25 mile radius of any office or facility of the Company, the Bank or any whether by operation of their Affiliates. This provision shall not restrict the Employee from owning or investing in publicly traded securities of financial institutions, so long as his or her aggregate holdings in any financial institution do not exceed ten percent (10%) of the outstanding capital stock of such institution. During the Period of Employment hereunder, and for a period of two years thereafter no matter the reason of termination, the Employee will not solicit any person who was a customer of the Company or the Bank during the period of the Employee’s employment hereunder, or solicit potential customers who are or were identified through leads developed during the course of employment with the Company or the Bank, law or otherwise divert (an "Affiliate") (ii) any then-current material product, service or attempt to divert any existing business of the Company or the Bank within any area of 100 miles of any office or facility Affiliate of the CompanyCompany or (iii) any material product, the Bank service or any of their Affiliates. The Employee will not, either during the Period of Employment hereunder or for a period of two years thereafter directly for himself or any third party, solicit, induce, recruit or cause another person in the employment of the Bank, business which is under serious consideration by the Company or any Affiliate of their Affiliates to terminate his the Company as of the Termination Date or her at any time during the twelve (12) month period prior thereto. If the Executive's employment shall be terminated (x) by the Company other than for Cause or Disability or (y) by the Executive for Good Reason, then for purposes of joiningthis Section 9(a) only, associatingthe Applicable Period shall terminate upon the Termination Date, and the restrictions contained in this Section 9(a) shall thereupon be of no further force or becoming employed with any business or activity which is in competition with any services or financial products sold, or any business or activity engaged in, by Company or the Bankeffect. The Employee understands parties hereto recognize that the laws and public policies of the various states of the United States may differ as to the validity and enforceability of covenants similar to those set forth in this Section. It is the intention of the parties that the potential restrictions on the Executive's activities imposed by this Section be reasonable in both duration and geographic scope and in all other respects. It is also the intention of the parties that the provisions of this Section be enforced to the fullest extent permissible under the laws and policies of each jurisdiction in which enforcement may be sought, and that in the event of a violation of that any provision of this AgreementSection shall, for any reason, be held invalid or unenforceable in any respect, it shall not invalidate, render unenforceable or otherwise affect any other provision hereof, and such invalid or unenforceable provision shall be construed by limiting it so as to be valid and enforceable to the Company fullest extent permissible under applicable law. Accordingly, if any provision of this Section shall be determined to be invalid or unenforceable, such invalidity or unenforceability shall be deemed to apply only with respect to the Bank shall have operation of such provision in the right to seek injunctive relief, particular jurisdiction in addition which such determination is made and not with respect to any other existing rights provided in this Agreement provision or by operation of law, without the requirement of posting bond. The remedies provided in this paragraph shall be in addition to any legal or equitable remedies existing at law or provided for in any other agreement between the Employee, the Bank or the Company, and shall not be construed as a limitation upon, or as an alternative or in lieu of, any such remedies. If any provisions of this paragraph shall be determined by a court of competent jurisdiction to be unenforceable in part by reason of it being too great a period of time or covering too great a geographical area, it shall be in full force and effect as to that period of time or geographical area determined to be reasonable by the courtjurisdiction.

Non-Competition. During By and in consideration of the Period of Company’s entering into this Employment Agreement and the payments to be made and benefits to be provided by the Company hereunder, and in further consideration of the event Executive’s exposure to the EmployeeConfidential Information of the Company and its affiliates, the Executive agrees that the Executive shall not, during the Executive’s employment is terminated pursuant to subparagraphs 10.2 with the Company (whether during the Term or 10.3 hereofthereafter) and for a period of eighteen (18) months thereafter (the “Restriction Period”), then directly or indirectly (other than in connection with carrying out his responsibilities for the later of (a) one year thereafter or (b) the period during which compensation or benefits are being provided pursuant to this Agreement after Company and its terminationaffiliates), the Employee will not directly for himself or herself or any third partyown, become engaged in any business or activity which is directly in competition with any services or financial products sold manage, operate, join, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any business or activity engaged in by, the Company or the Bankmanner with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, partner, or investor in, any Restricted Enterprise (as defined below); provided, that in no event shall ownership of three percent (3%) or less of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 4.2, so long as the Executive does not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a stockholder thereof. For purposes of this paragraph, “Restricted Enterprise” shall mean any Person that is actively engaged in any geographic area in which the Company or any of its subsidiaries operates or markets in any business which is in material competition with the business of the Company or activity engaged in by any federally of its subsidiaries (i) conducted during the preceding twelve (12) months (or state chartered bank, savings bank, savings and loan association, trust company and/or credit union, and/or any services or financial products sold by such entities, including, without limitationfollowing the Executive’s termination of employment, the taking and accepting twelve (12) months preceding the date of depositstermination of the Executive’s employment with the Company) or (ii) proposed to be conducted by the Company or any of its subsidiaries in the Company’s business plan as in effect at that time (or following the Executive’s termination of employment, the provision business plan as in effect as of trust servicesthe date of termination of the Executive’s employment with the Company). During the Restriction Period, the making of loans and/or the extension of credit, brokering loans and/or leases and the provision of insurance and investment services, within a 25 mile radius of any office or facility upon request of the Company, the Bank or any of their Affiliates. This provision Executive shall not restrict notify the Employee from owning or investing in publicly traded securities of financial institutions, so long as his or her aggregate holdings in any financial institution do not exceed ten percent (10%) Company of the outstanding capital stock of such institution. During the Period of Employment hereunder, and for a period of two years thereafter no matter the reason of termination, the Employee will not solicit any person who was a customer of the Company or the Bank during the period of the EmployeeExecutive’s then-current employment hereunder, or solicit potential customers who are or were identified through leads developed during the course of employment with the Company or the Bank, or otherwise divert or attempt to divert any existing business of the Company or the Bank within any area of 100 miles of any office or facility of the Company, the Bank or any of their Affiliates. The Employee will not, either during the Period of Employment hereunder or for a period of two years thereafter directly for himself or any third party, solicit, induce, recruit or cause another person in the employment of the Bank, the Company or any of their Affiliates to terminate his or her employment for the purposes of joining, associating, or becoming employed with any business or activity which is in competition with any services or financial products sold, or any business or activity engaged in, by Company or the Bank. The Employee understands that in the event of a violation of any provision of this Agreement, the Company or the Bank shall have the right to seek injunctive relief, in addition to any other existing rights provided in this Agreement or by operation of law, without the requirement of posting bond. The remedies provided in this paragraph shall be in addition to any legal or equitable remedies existing at law or provided for in any other agreement between the Employee, the Bank or the Company, and shall not be construed as a limitation upon, or as an alternative or in lieu of, any such remedies. If any provisions of this paragraph shall be determined by a court of competent jurisdiction to be unenforceable in part by reason of it being too great a period of time or covering too great a geographical area, it shall be in full force and effect as to that period of time or geographical area determined to be reasonable by the courtstatus.

Non-Competition. During the Period of Employment hereunder, and in the event the Employee’s employment is terminated pursuant to subparagraphs 10.2 or 10.3 hereof, then for the later of (a) one year In consideration of the Purchase Price and the covenants set forth in this Agreement, Seller agrees that it will not (i) for the period beginning on the Closing Date and ending five years thereafter directly or indirectly, for its own account or as an agent, trustee, consultant or member, partner, shareholder or other equity holder of any corporation, firm, company, partnership or other entity (other than as an owner of 5% or less of any class of publicly traded securities), or otherwise, anywhere in the world, design, manufacture, sell, distribute or market or attempt to sell, distribute or market digitally tuned oscillators or any product contained in the current product catalogue of the Business as set forth at Exhibit 10.1(a) or expressly identified therein as capable of being manufactured by the Business (the “Restricted Activity”), or call on or solicit business from any current customer of the Business or any customer who has purchased products or services from the Business within 12 months prior to the date of this Agreement for any Restricted Activity, provided, however, that “Restricted Activity” shall not include (i) manufacturing products for Buyer, or (bii) with respect to products sold on a stand alone basis by the period during which compensation or benefits are being provided pursuant to this Agreement after its terminationBusiness, the Employee will manufacture or incorporation of products of such type by Seller (or its Affiliates) into systems or other products and the use or sale thereof; and provided, further, that the restrictions set forth in this Section 10.1(a) shall not directly for himself apply to any acquirer or herself successor in any merger, acquisition, reorganization or any third party, become sale of all or substantially all of the assets of Seller (including this Agreement) that is engaged in any business or activity which is directly in competition with any services or financial products sold by, or any business or activity engaged in by, Restricted Activities prior to the Company or the Bank, including, without limitation, any business or activity engaged in by any federally or state chartered bank, savings bank, savings and loan association, trust company and/or credit union, and/or any services or financial products sold by such entities, including, without limitation, the taking and accepting of deposits, the provision of trust services, the making of loans and/or the extension of credit, brokering loans and/or leases and the provision of insurance and investment services, within a 25 mile radius of any office or facility date of the Company, the Bank or any consummation of their Affiliates. This provision shall not restrict the Employee from owning or investing in publicly traded securities of financial institutions, such transaction so long as his and to the extent that such acquirer or her aggregate holdings successor does not carry on such Restricted Activities following such transaction in the name of REMEC or under any financial institution do not exceed ten percent (10%) of the outstanding capital stock of such institution. During the Period of Employment hereundertrademark or trade name that includes, is derived from or is similar to REMEC, and (ii) for a the period of beginning on the Closing Date and ending two years thereafter no matter the reason of terminationthereafter, the Employee will not solicit any person who was a customer of the Company or the Bank during the period of the Employee’s employment hereunder, employ or solicit potential customers who are or were identified through leads developed during the course of employment with the Company or the Bank, or otherwise divert or attempt to divert any existing business of the Company or the Bank within any area of 100 miles of any office or facility of the Company, the Bank or any of their Affiliates. The Employee will not, either during the Period of Employment hereunder or for a period of two years thereafter directly for himself or any third party, solicit, induce, recruit or cause another person in the employment of the Bank, the Company or any of their Affiliates to terminate his or her employment for the purposes of joining, associating, or becoming employed with any business or activity which is in competition with any services or financial products sold, or any business or activity engaged in, by Company or the Bank. The Employee understands that in the event of a violation of any provision of this Agreement, the Company or the Bank shall have the right to seek injunctive relief, in addition to any other existing rights provided in this Agreement or by operation of law, without the requirement of posting bond. The remedies provided in this paragraph shall be in addition to any legal or equitable remedies existing at law or provided for in any other agreement between the Transferred Employee, the Bank or the Company, and shall not be construed as a limitation upon, or as an alternative or in lieu of, any such remedies. If any provisions of this paragraph shall be determined by a court of competent jurisdiction to be unenforceable in part by reason of it being too great a period of time or covering too great a geographical area, it shall be in full force and effect as to that period of time or geographical area determined to be reasonable by the court.

Non-Competition. During the Period of Employment hereunder, and in the event the EmployeeExecutive’s employment is terminated pursuant to subparagraphs 10.2 or 10.3 hereof, then for the later of (a) one year thereafter or (b) the period during which compensation or benefits are being provided pursuant to this Agreement after its termination, the Employee will not directly for himself or herself or any third party, become engaged in any business or activity which is directly in competition with any services or financial products sold by, or any business or activity engaged in by, the Company or the Bank, including, without limitation, any business or activity engaged in by any federally or state chartered bank, savings bank, savings and loan association, trust company and/or credit union, and/or any services or financial products sold by such entities, including, without limitation, the taking and accepting of deposits, the provision of trust services, the making of loans and/or the extension of credit, brokering loans and/or leases and the provision of insurance and investment services, within a 25 mile radius of any office or facility of the Company, the Bank or any of their Affiliates. This provision shall not restrict the Employee from owning or investing in publicly traded securities of financial institutions, so long as his or her aggregate holdings in any financial institution do not exceed ten percent (10%) of the outstanding capital stock of such institution. During the Period of Employment hereunder, and for a period of two years thereafter no matter twelve (12) months after termination of Executive’s employment (for any reason whatsoever, whether voluntary or involuntary) (the reason “Non-Competition Period”), Executive shall not, without the prior written approval of terminationthe Board, whether alone or as a partner, officer, director, consultant, agent, employee, representative or stockholder of any company, entity, or other commercial enterprise, or in any other capacity, directly or indirectly engage in the Employee will business of creating, developing, manufacturing, marketing, selling and otherwise providing products, hardware, software, materials, maintenance or support services relating to (i) traffic control solutions, which include without limitation, photo, speed and red light automated enforcement technologies, parking systems, electronic toll collection, toll and traffic violation enforcement management, automated revenue collection processing systems and software, and related transaction processing operations, or (ii) parking management or payment solutions (including but not solicit limited to permitting, enforcement and Parking Revenue Control Systems (PARCS), software solutions, multi-space meters, and vehicle counting) or the provision of related services, or (iii) any person who other products or services offered, conducted, authorized or provided by the Company during the last twelve (12) months of Executive’s employment (the “Business”), in any geographic regions for which Executive was a customer responsible, or performed duties, on behalf of the Company or the Bank during the period last twelve (12) months of Executive’s employment, or in any geographic region in which the EmployeeCompany engaged in such business, or had developed plans to engage in such business, during the last twelve (12) months of Executive’s employment. The foregoing Non-Competition prohibition shall not prevent Executive’s employment hereunderor engagement after termination of Executive’s employment by any company or business organization, or solicit potential customers who are or were identified through leads developed during so long as the course of employment with the Company or the Bank, or otherwise divert or attempt to divert any existing business of the Company or the Bank within any area of 100 miles activities of any office such employment or facility engagement, in any capacity, do not involve work on matters related to the Business. Executive shall be permitted to own securities of the Companya public company not in excess of five percent (5%) of any class of such securities and to own stock, the Bank partnership interests or other securities of any entity not in excess of their Affiliates. The Employee will not, either during the Period five percent (5%) of Employment hereunder or for a period any class of two years thereafter directly for himself or any third party, solicit, induce, recruit or cause another person in the employment of the Bank, the Company or any of their Affiliates such securities and such ownership shall not be considered to terminate his or her employment for the purposes of joining, associating, or becoming employed with any business or activity which is be in competition with any services or financial products sold, or any business or activity engaged in, by Company or the Bank. The Employee understands that in the event of a violation of any provision of this Agreement, the Company or the Bank shall have the right to seek injunctive relief, in addition to any other existing rights provided in this Agreement or by operation of law, without the requirement of posting bond. The remedies provided in this paragraph shall be in addition to any legal or equitable remedies existing at law or provided for in any other agreement between the Employee, the Bank or the Company, and shall not be construed as a limitation upon, or as an alternative or in lieu of, any such remedies. If any provisions of this paragraph shall be determined by a court of competent jurisdiction to be unenforceable in part by reason of it being too great a period of time or covering too great a geographical area, it shall be in full force and effect as to that period of time or geographical area determined to be reasonable by the court.

Non-Competition. During the Period of Employment hereunder, and in the event the EmployeeExecutive’s employment is terminated pursuant to subparagraphs 10.2 or 10.3 hereof, then for the later of (a) one year thereafter or (b) the period during which compensation or benefits are being provided pursuant to this Agreement after its termination, the Employee will not directly for himself or herself or any third party, become engaged in any business or activity which is directly in competition with any services or financial products sold by, or any business or activity engaged in by, the Company or the Bank, including, without limitation, any business or activity engaged in by any federally or state chartered bank, savings bank, savings and loan association, trust company and/or credit union, and/or any services or financial products sold by such entities, including, without limitation, the taking and accepting of deposits, the provision of trust services, the making of loans and/or the extension of credit, brokering loans and/or leases and the provision of insurance and investment services, within a 25 mile radius of any office or facility of the Company, the Bank or any of their Affiliates. This provision shall not restrict the Employee from owning or investing in publicly traded securities of financial institutions, so long as his or her aggregate holdings in any financial institution do not exceed ten percent (10%) of the outstanding capital stock of such institution. During the Period of Employment hereunder, and for a period of two years thereafter no matter twelve (12) months after termination of Executive’s employment (for any reason whatsoever, whether voluntary or involuntary) (the reason “Non-Competition Period”), Executive shall not, without _______ Executive’s Initials the prior written approval of terminationthe Board, whether alone or as a partner, officer, director, consultant, agent, employee, representative or stockholder of any company, entity, or other commercial enterprise, or in any other capacity, directly or indirectly engage in the Employee will not solicit business of developing, manufacturing, marketing, selling and otherwise providing products, hardware, software, materials and support services relating to traffic control solutions, which include without limitation, photo, speed and red light automated enforcement technologies, parking systems, parking enforcement, electronic toll collection, toll and traffic violation enforcement management, automated revenue collection processing systems and software, related transaction processing operations for any person who of the foregoing, and any other products or services offered, conducted, authorized or provided by the Company during the last twelve (12) months of Executive’s employment (the “Business”), in any geographic regions for which Executive was a customer responsible, or performed duties, on behalf of the Company or the Bank during the period last twelve (12) months of Executive’s employment, or in any geographic region in which the EmployeeCompany engaged in such business, or had developed plans to engage in such business, during the last twelve (12) months of Executive’s employment hereunder. The foregoing Non-Competition prohibition shall not prevent Executive’s employment or engagement after termination of Executive’s employment by any company or business organization, or solicit potential customers who are or were identified through leads developed during so long as the course of employment with the Company or the Bank, or otherwise divert or attempt to divert any existing business of the Company or the Bank within any area of 100 miles activities of any office such employment or facility engagement, in any capacity, do not involve work on matters related to the Business. Executive shall be permitted to own securities of the Companya public company not in excess of five percent (5%) of any class of such securities and to own stock, the Bank partnership interests or other securities of any entity not in excess of their Affiliates. The Employee will not, either during the Period five percent (5%) of Employment hereunder or for a period any class of two years thereafter directly for himself or any third party, solicit, induce, recruit or cause another person in the employment of the Bank, the Company or any of their Affiliates such securities and such ownership shall not be considered to terminate his or her employment for the purposes of joining, associating, or becoming employed with any business or activity which is be in competition with any services or financial products sold, or any business or activity engaged in, by Company or the Bank. The Employee understands that in the event of a violation of any provision of this Agreement, the Company or the Bank shall have the right to seek injunctive relief, in addition to any other existing rights provided in this Agreement or by operation of law, without the requirement of posting bond. The remedies provided in this paragraph shall be in addition to any legal or equitable remedies existing at law or provided for in any other agreement between the Employee, the Bank or the Company, and shall not be construed as a limitation upon, or as an alternative or in lieu of, any such remedies. If any provisions of this paragraph shall be determined by a court of competent jurisdiction to be unenforceable in part by reason of it being too great a period of time or covering too great a geographical area, it shall be in full force and effect as to that period of time or geographical area determined to be reasonable by the court.

Non-Competition. During the Period Term, the Executive will not, directly or indirectly, engage in activities which are competitive with the Company's rehabilitative services business. In the events that (i) the Executive voluntarily resigns his employment with the Company and there has been no material breach of Employment hereunderthis agreement by the company, and or (ii) the Company, in good faith, terminates the Executive for Cause as defined in Provision 4.1 above (excluding, however, any termination based upon disability under 4.1[vi]) then, for a period of twelve (12) months following the date of termination, the Executive will not, directly or indirectly, engage in, become employed with, or have any interest in any person or business entity, regardless of its legal form, which engages in competition with the Company's rehabilitative services business in any city where the Company conducts such business during the Term or at the time of Executive's termination of employment with the Company. These restrictive covenants will no apply in the event the Employee’s employment is terminated pursuant to subparagraphs 10.2 or 10.3 hereof, then for the later of that (a) one year thereafter or (bi) the period during which compensation or benefits are being provided pursuant Executive, in good faith, resigns his employment due to a material breach of this Agreement after its termination, the Employee will not directly for himself or herself or any third party, become engaged in any business or activity which is directly in competition with any services or financial products sold by, or any business or activity engaged in by, the Company or the Bank, including, without limitation, any business or activity engaged in agreement by any federally or state chartered bank, savings bank, savings and loan association, trust company and/or credit union, and/or any services or financial products sold by such entities, including, without limitation, the taking and accepting of deposits, the provision of trust services, the making of loans and/or the extension of credit, brokering loans and/or leases and the provision of insurance and investment services, within a 25 mile radius of any office or facility of the Company, or (ii) the Bank Company terminates the Executive without cause, or any (iii) the Company terminates the Executive for Cause based upon disability under Provision 4.1(vi) above, or (iv) the Term of this agreement simply expires and the parties do not renew their Affiliatesemployment relationship upon mutually acceptable conditions. This provision shall not restrict Nothwithstanding the Employee from owning or investing in publicly traded foregoing, the Executive may continue to hold securities and/or acquire, solely for investment purposes, securities of financial institutionsany company which are traded on any national securities exchange or which are regularly quoted in the over-the counter market, so long as his the Executive does not control, acquire a controlling interest in, or her aggregate holdings in any financial institution do not exceed ten percent become a member of a group which exercises direct or indirect control of, more than five (105%) percent of the outstanding any class of capital stock of such institution. During the Period of Employment hereunder, and for a period of two years thereafter no matter the reason of termination, the Employee will not solicit any person who was a customer of the Company or the Bank during the period of the Employee’s employment hereunder, or solicit potential customers who are or were identified through leads developed during the course of employment with the Company or the Bank, or otherwise divert or attempt to divert any existing business of the Company or the Bank within any area of 100 miles of any office or facility of the Company, the Bank or any of their Affiliates. The Employee will not, either during the Period of Employment hereunder or for a period of two years thereafter directly for himself or any third party, solicit, induce, recruit or cause another person in the employment of the Bank, the Company or any of their Affiliates to terminate his or her employment for the purposes of joining, associating, or becoming employed with any business or activity which is in competition with any services or financial products sold, or any business or activity engaged in, by Company or the Bank. The Employee understands that in the event of a violation of any provision of this Agreement, the Company or the Bank shall have the right to seek injunctive relief, in addition to any other existing rights provided in this Agreement or by operation of law, without the requirement of posting bond. The remedies provided in this paragraph shall be in addition to any legal or equitable remedies existing at law or provided for in any other agreement between the Employee, the Bank or the Company, and shall not be construed as a limitation upon, or as an alternative or in lieu of, any such remedies. If any provisions of this paragraph shall be determined by a court of competent jurisdiction to be unenforceable in part by reason of it being too great a period of time or covering too great a geographical area, it shall be in full force and effect as to that period of time or geographical area determined to be reasonable by the courtcorporation.

Non-Competition. During the Period of Employment hereunder, and in the event the Employee’s employment is terminated pursuant to subparagraphs 10.2 or 10.3 hereof, then for the later of (a) one year thereafter or (b) The Executive understands and recognizes that his services to the period Corporation are special and unique and agrees that, during which compensation or benefits are being provided pursuant to this Agreement after its termination, the Employee will not directly for himself or herself or any third party, become engaged in any business or activity which is directly in competition with any services or financial products sold by, or any business or activity engaged in by, the Company or the Bank, including, without limitation, any business or activity engaged in by any federally or state chartered bank, savings bank, savings and loan association, trust company and/or credit union, and/or any services or financial products sold by such entities, including, without limitation, the taking and accepting of deposits, the provision of trust services, the making of loans and/or the extension of credit, brokering loans and/or leases and the provision of insurance and investment services, within a 25 mile radius of any office or facility of the Company, the Bank or any of their Affiliates. This provision shall not restrict the Employee from owning or investing in publicly traded securities of financial institutions, so long as his or her aggregate holdings in any financial institution do not exceed ten percent (10%) of the outstanding capital stock of such institution. During the Employment Period of Employment hereunder, and for a period of two years thereafter no matter from the reason date of termination of his employment hereunder, he shall not in any manner, directly or indirectly, on behalf of himself or any person, firm, partnership, joint venture, corporation or other business entity ("Person"), enter into or engage in any business directly competitive with the Corporation's business or relating to chemotherapies or immunotherapies for the treatment of cancer, or other therapies, treatments or matters within the scope of, or research and development relating to, the Corporation's business, either as an individual for his own account, or as a partner, joint venturer, executive, agent, consultant, salesperson, officer, director or shareholder of a Person operating or intending to operate within the area that the Corporation is, at the date of termination, conducting its business (collectively, "Restricted Business"); provided, however, that nothing herein will preclude the Employee Executive from holding one percent (1%) or less of the stock of any publicly traded company or from holding a position with a Person which does engage in a Restricted Business so long as (i) the Executive works in a division of such Person which is not primarily engaged in a Restricted Business and (ii) the Executive has no responsibilities for the direct supervision of, and will not solicit in the ordinary course of discharging his responsibilities become involved in the analysis of proprietary data or marketing strategies relating to, any person who was a customer Restricted Business that is engaged in by such division. This paragraph 5(a) shall be null and void if the Executive terminated his employment for just cause pursuant to section 11(a)(iv) below or if this Agreement is terminated prior to the end of the Company or the Bank during the period of the Employee’s employment hereunder, or solicit potential customers who are or were identified through leads developed during the course of employment with the Company or the Bank, or otherwise divert or attempt to divert any existing business of the Company or the Bank within any area of 100 miles of any office or facility of the Company, the Bank Initial Term or any of their Affiliates. The Employee will not, either during the Period of Employment hereunder or for a period of two years thereafter directly for himself or any third party, solicit, induce, recruit or cause another person Additional Term then in the employment of the Bank, the Company or any of their Affiliates to terminate his or her employment for the purposes of joining, associating, or becoming employed with any business or activity which is in competition with any services or financial products sold, or any business or activity engaged in, by Company or the Bank. The Employee understands that in the event of a violation of any provision of this Agreement, the Company or the Bank shall have the right to seek injunctive relief, in addition to any other existing rights provided in this Agreement or by operation of law, without the requirement of posting bond. The remedies provided in this paragraph shall be in addition to any legal or equitable remedies existing at law or provided for in any other agreement between the Employee, the Bank or the Company, and shall not be construed as a limitation upon, or as an alternative or in lieu of, any such remedies. If any provisions of this paragraph shall be determined by a court of competent jurisdiction to be unenforceable in part by reason of it being too great a period of time or covering too great a geographical area, it shall be in full force and effect as to that period of time or geographical area determined to be reasonable by the courtCorporation other than pursuant to Section 11(a)(ii) or (iii) below.

Non-Competition. During the Period (i) Seller, on its behalf and on behalf of Employment hereunderits affiliates and subsidiaries, and in the event the Employee’s employment is terminated pursuant to subparagraphs 10.2 or 10.3 hereofagrees that, then for the later of (a) one year thereafter or (b) the period during which compensation or benefits are being provided pursuant to this Agreement after its termination, the Employee will not directly for himself or herself or any third party, become engaged in any business or activity which is directly in competition with any services or financial products sold by, or any business or activity engaged in by, the Company or the Bank, including, without limitation, any business or activity engaged in by any federally or state chartered bank, savings bank, savings and loan association, trust company and/or credit union, and/or any services or financial products sold by such entities, including, without limitation, the taking and accepting of deposits, the provision of trust services, the making of loans and/or the extension of credit, brokering loans and/or leases and the provision of insurance and investment services, within a 25 mile radius of any office or facility of the Company, the Bank or any of their Affiliates. This provision shall not restrict the Employee from owning or investing in publicly traded securities of financial institutions, so long as his or her aggregate holdings in any financial institution do not exceed ten percent (10%) of the outstanding capital stock of such institution. During the Period of Employment hereunder, and for a period of two ten (10) years thereafter no matter after the reason Closing Date, Seller and its affiliates shall not, directly or indirectly, engage in (1) the production, marketing or sale of terminationbakery products, or (2) the Employee will not solicit manufacture, marketing or sale of flour, in each case in Puerto Rico or with respect to customers in Puerto Rico (the "Restricted Business"), or acquire any equity securities of, or make any loan to, or enter into any joint venture or similar agreement with, any person who was engaged in the Restricted Business in Puerto Rico or with respect to customers in Puerto Rico; provided, however, that this clause (i)(2) shall not prohibit (A) any minority investment in any entity that is not engaged in the Restricted Business as a customer material line of business, (B) any joint venture for which the Restricted Business is not a material line of business or (C) any investment representing less than 5% of the Company ownership in a publicly traded company in the management of which Seller does not participate. This covenant (the "Restrictive Covenant") shall cease to have any effect with respect to the business described in clause (i)(2) above if Mr. Xxxxx Xxxxxxxx, or the Bank during the period his lineal descendants, persons who are members of the Employee’s employment hereunder, or solicit potential customers who are or were identified through leads developed during the course of employment with the Company or the Bank, or otherwise divert or attempt to divert any existing business management of the Company or Business on the Bank within any area of 100 miles of any office or facility of the Company, the Bank or any of their Affiliates. The Employee will not, either during the Period of Employment hereunder or for a period of two years thereafter directly for himself or any third party, solicit, induce, recruit or cause another person in the employment of the Bank, the Company or any of their Affiliates to terminate his or her employment for the purposes of joining, associating, or becoming employed with any business or activity which is in competition with any services or financial products soldClosing Date, or any business person or activity engaged in, by Company or the Bank. The Employee understands that entity acquiring an interest in the event Business as a result of a violation foreclosure or work-out of the Acquisition Financing shall at any provision of this Agreementtime cease to own, directly or indirectly, a controlling interest in the Company or the Bank shall have the right to seek injunctive relief, in addition to Business. (ii) The parties agree that if any other existing rights provided in this Agreement or by operation of law, without the requirement of posting bond. The remedies provided in this paragraph shall be in addition to any legal or equitable remedies existing at law or provided for in any other agreement between the Employee, the Bank or the Company, and shall not be construed as a limitation upon, or as an alternative or in lieu of, any such remedies. If any provisions of this paragraph shall be determined by a court of competent jurisdiction to determines that the Restrictive Covenant or any part thereof is invalid or unenforceable, the remainder of the Restrictive Covenant shall not thereby be unenforceable in part by reason of it being too great a period of time or covering too great a geographical area, it affected and shall be in given full force and effect effect, without regard to the invalid portions. Furthermore, if any portion of the Restrictive Covenant, or the application of any portion of the Restrictive Covenant to any person or circumstances, shall be held invalid or unenforceable by any court of competent jurisdiction, the remaining portion of the Restrictive Covenant, or the application of such portion of the Restrictive Covenant to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby. In either of the foregoing cases, the parties agree that period they will amend the terms of time the Restrictive Covenant or geographical area portion thereof so determined to be reasonable by invalid or unenforceable, but only in the most minimal manner necessary to make such terms comply with the determination of such court.

Non-Competition. During The Employee and the Period Company agree that the Company's business depends, to a considerable extent, on the individual skills, efforts and judgment of Employment hereunderthe Employee. The Employee and the Company further agree that the Employee's position enables him to maintain and develop specialized knowledge and information of value to the Company. Accordingly, and in consideration of the event mutual promises contained herein, and with the Employee’s employment is terminated pursuant exception of the specific duties related to subparagraphs 10.2 or 10.3 hereof, then for the later operation of (a) one year thereafter or (b) the period during which compensation or benefits are being provided pursuant to this Agreement after its terminationCycle Craft, the Employee will agrees that he shall not directly for himself or herself or any third party, become engaged in any business or activity which is directly in competition with any services or financial products sold byengage, or any business cause another to engage, within a geographic area and for a duration as set forth in this Section 3.1(a), either directly or activity engaged in byindirectly, the Company or the Bankas principal, including, without limitationlimitation owner, shareholder, partner or member; agent; employer; employee; or consultant; in the Business (as hereinafter defined); provided, however, that the foregoing restriction shall not prevent the Employee from engaging in retail operations which are related to the Business such as the operation of a retail bicycle store. The duration of the covenant shall commence on the Effective Date and extend for a period of one (1) year following the termination of the Term; provided, however, that the covenant not to compete shall terminate immediately if Company materially breaches this Agreement, terminates Employee’s employment without cause or does not renew this Agreement in accordance with Section 2.1 for any business or activity engaged in by any federally or state chartered bank, savings bank, savings and loan association, trust company and/or credit union, and/or any services or financial products sold by such entities, including, without limitation, the taking and accepting of deposits, the provision of trust services, the making of loans and/or the extension of credit, brokering loans and/or leases and the provision of insurance and investment services, Renewal Term. This covenant shall be applied within a 25 two hundred (200) mile radius of any office or facility of operated or owned by the Company, the Bank or Company and shall be applied to any of their Affiliates. This provision shall not restrict the Employee from owning or investing in publicly traded securities of financial institutions, so long Client (as his or her aggregate holdings in any financial institution do not exceed ten percent (10%hereinafter defined) of the outstanding capital stock of such institution. During the Period of Employment hereunder, and for a period of two years thereafter no matter the reason of termination, the Employee will not solicit any person who was a customer of Company serviced by the Company or the Bank during the six (6) month period prior to the termination of the Employee’s employment hereunder, or solicit potential customers who are or were identified through leads developed during the course of employment with the Company or the Bank, or otherwise divert or attempt to divert any existing business of the Company or the Bank within any area of 100 miles of any office or facility of the Company, the Bank or any of their Affiliates. The Employee will not, either during the Period of Employment hereunder or for a period of two years thereafter directly for himself or any third party, solicit, induce, recruit or cause another person in the employment of the Bank, and the Company or any of their Affiliates to terminate his or her employment for agree that the purposes of joining, associating, or becoming employed with any business or activity which is in competition with any services or financial products sold, or any business or activity engaged in, by Company or geographic scope and the Bank. The Employee understands that in the event of a violation of any provision of this Agreement, the Company or the Bank shall have the right to seek injunctive relief, in addition to any other existing rights provided in this Agreement or by operation of law, without the requirement of posting bond. The remedies provided in this paragraph shall be in addition to any legal or equitable remedies existing at law or provided for in any other agreement between the Employee, the Bank or the Company, and shall not be construed as a limitation upon, or as an alternative or in lieu of, any such remedies. If any provisions of this paragraph shall be determined by a court of competent jurisdiction to be unenforceable in part by reason of it being too great a period duration of time or covering too great a geographical area, it shall be in full force and effect as pursuant to that period of time or geographical area determined to be reasonable by the courtthis covenant are reasonable.

Non-Competition. During The Company and the Period of Employment hereunderExecutive have jointly reviewed the tenant lists, property submittals, logs, broker lists, and in the event the Employee’s employment is terminated pursuant to subparagraphs 10.2 or 10.3 hereof, then for the later of (a) one year thereafter or (b) the period during which compensation or benefits are being provided pursuant to this Agreement after its termination, the Employee will not directly for himself or herself or any third party, become engaged in any business or activity which is directly in competition with any services or financial products sold by, or any business or activity engaged in by, the Company or the Bank, including, without limitation, any business or activity engaged in by any federally or state chartered bank, savings bank, savings and loan association, trust company and/or credit union, and/or any services or financial products sold by such entities, including, without limitation, the taking and accepting of deposits, the provision of trust services, the making of loans and/or the extension of credit, brokering loans and/or leases and the provision of insurance and investment services, within a 25 mile radius of any office or facility operations of the Company, and have agreed that as an essential inducement for and in consideration of this Agreement and the Bank or any of their Affiliates. This provision shall not restrict Company’s agreement to make the Employee from owning or investing in publicly traded securities of financial institutions, so long as his or her aggregate holdings in any financial institution do not exceed ten percent (10%) payment of the outstanding capital stock amounts described in Sections 2(b) and 4 hereof when and as herein described, the Executive hereby agrees, except with the express prior written discretionary consent of such institution. During the Period of Employment hereunderCompany, and that for a period of two years thereafter no matter one (1) year after the reason Date of terminationTermination (the “Restrictive Period”), the Employee he will not solicit directly or indirectly in any person who was a customer of the Company or the Bank during the period of the Employee’s employment hereunder, or solicit potential customers who are or were identified through leads developed during the course of employment manner compete with the Company or the Bank, or otherwise divert or attempt to divert any existing business of the Company by directly or indirectly owning, managing, operating, controlling, financing, or by directly or indirectly serving as an employee, officer or director of or consultant to (i) any industrial or mixed office/industrial (but not pure office) REIT or real estate operating company (a “Peer Group Member”) or (ii) any other person, firm, partnership, corporation, trust or other entity (including, but not limited to, Peer Group Members), public or private, which, as a material component of its business (other than for its own use as an owner or user), invests in, or otherwise provides capital to, industrial warehouse facilities and properties similar to the Bank within Company’s investments and holdings, in each case, (A) in any area of 100 miles of any geographic market or territory in which the Company owns properties or has an office or facility either as of the Company, the Bank date hereof or any of their Affiliates. The Employee will not, either during the Period of Employment hereunder or for a period of two years thereafter directly for himself or any third party, solicit, induce, recruit or cause another person in the employment as of the Bank, Date of Termination of the Executive’s employment; or (B) in any market in which an acquisition or other investment by the Company or any affiliate of their Affiliates the Company is pending or proposed in a written plan as of the date of termination, whether or not embodied in any formalized, written legal document; provided, that the Executive’s continued service on the board of directors of Starwood Hotels and Resorts Worldwide, Inc. shall not be deemed to terminate his or her employment for the purposes of joining, associating, or becoming employed with any business or activity which is in competition with any services or financial products sold, or any business or activity engaged in, by Company or the Bank. The Employee understands that in the event of be a violation of this Section 8(b). The Executive will not be considered to have violated this Section 9(b) if the Executive becomes employed, engaged or associated in any provision of this Agreement, capacity with an organization that competes with the Company or so long as the Bank shall have the right to seek injunctive relief, in addition to any other existing rights provided in this Agreement or by operation of law, without the requirement of posting bond. The remedies provided in this paragraph shall be in addition to any legal or equitable remedies existing at law or provided for Executive does not participate in any other agreement between manner whatsoever in the Employee, management or operations of the Bank or the Company, and shall not be construed as a limitation upon, or as an alternative or in lieu of, any part of such remedies. If any provisions of this paragraph shall be determined by a court of competent jurisdiction to be unenforceable in part by reason of it being too great a period of time or covering too great a geographical area, it shall be in full force and effect as to organization that period of time or geographical area determined to be reasonable by the courtso competes.

Non-Competition. During By and in consideration of the Period of Employment Company's entering into this Agreement and the payments to be made and benefits to be provided by the Company hereunder, and further in the event consideration of the Employee’s employment is terminated pursuant 's exposure to subparagraphs 10.2 or 10.3 hereof, then for the later of (a) one year thereafter or (b) the period during which compensation or benefits are being provided pursuant to this Agreement after its termination, the Employee will not directly for himself or herself or any third party, become engaged in any business or activity which is directly in competition with any services or financial products sold by, or any business or activity engaged in by, the Company or the Bank, including, without limitation, any business or activity engaged in by any federally or state chartered bank, savings bank, savings and loan association, trust company and/or credit union, and/or any services or financial products sold by such entities, including, without limitation, the taking and accepting of deposits, the provision of trust services, the making of loans and/or the extension of credit, brokering loans and/or leases and the provision of insurance and investment services, within a 25 mile radius of any office or facility proprietary information of the Company, the Bank or any of their Affiliates. This provision shall not restrict Employee agrees that the Employee from owning or investing in publicly traded securities of financial institutions, so long as his or her aggregate holdings in any financial institution do not exceed ten percent (10%) of the outstanding capital stock of such institution. During the Period of Employment hereunder, and for a period of two years thereafter no matter the reason of termination, the Employee will not solicit any person who was a customer of the Company or the Bank during the period of the Employee’s employment hereunder, or solicit potential customers who are or were identified through leads developed during the course of employment with the Company or the Bank, or otherwise divert or attempt to divert any existing business of the Company or the Bank within any area of 100 miles of any office or facility of the Company, the Bank or any of their Affiliates. The Employee will not, either during the Period of Employment hereunder Term, and thereafter during the Non-competition Term (as defined below), directly or for a period of two years thereafter directly for himself indirectly own, manage, operate, join, control, be employed by, or any third party, solicit, induce, recruit or cause another person participate in the employment ownership, management, operation or control of, or be connected in any manner, including but not limited to holding, the positions of shareholder, director, officer, consultant, independent contractor, employee, partner, or investor, (x) in the case of a termination other than under Section 7(e), in any Class A Restricted Enterprise (as defined below), or (y) in the case of a termination under Section 7(e), in any Class B Restricted Enterprise (as defined below); provided that in no event shall ownership of less than 1% of the Bankoutstanding equity securities of any issuer whose securities are registered under the 1934 Act, standing alone, be prohibited by this Section 9(b). For purposes of this paragraph, (A) the term "Class A Restricted Enterprise" shall mean any person, corporation, partnership or other entity engaged in the computer or internet industries, and (B) the term "Class B Restricted Enterprise" shall mean any person, corporation, partnership or other entity engaged in the virtual community business. Following termination of this Agreement, upon request, the Employee shall notify the Company or any of their Affiliates to terminate his or her the Employee's then current employment for the status. For purposes of joining, associating, or becoming employed with any business or activity which is in competition with any services or financial products sold, or any business or activity engaged in, by Company or the Bank. The Employee understands that in the event of a violation of any provision of this Agreement, the Company or "Non-competition Term" shall mean the Bank period beginning on the date upon which the Employment Term ends for any reason, and ending on the first anniversary of such date; provided, however, that the Company, in its sole discretion, shall have the right right, upon no less than fourteen (14) days written notice to seek injunctive relief, in addition to any other existing rights provided in this Agreement or by operation of law, without the requirement of posting bond. The remedies provided in this paragraph shall be in addition to any legal or equitable remedies existing at law or provided for in any other agreement between the Employee, to elect to end the Bank or Non-competition Term (and, accordingly, end any further severance obligations under Section 8 hereof), effective as of any date which is not less than six months following the Company, and shall not be construed as a limitation upon, or as an alternative or in lieu of, any such remedies. If any provisions end of this paragraph shall be determined by a court of competent jurisdiction to be unenforceable in part by reason of it being too great a period of time or covering too great a geographical area, it shall be in full force and effect as to that period of time or geographical area determined to be reasonable by the courtEmployment Term.

Non-Competition. During In consideration of the Period Company's grant of Employment hereunder, and in the event Award to the Employee’s employment is terminated pursuant to subparagraphs 10.2 or 10.3 hereof, then for the later of (a) one year thereafter or (b) the period during which compensation or benefits are being provided pursuant to this Agreement after its terminationGrantee, the Employee will not directly for himself or herself or any third partyGrantee agrees that, become engaged during the Restricted Period (as defined in any business or activity which is directly in competition with any services or financial products sold by, or any business or activity engaged in bySection 20(i) of this Award Agreement), the Company Grantee will not, directly or indirectly (except on behalf of or with the Bank, including, without limitation, any business or activity engaged in by any federally or state chartered bank, savings bank, savings and loan association, trust company and/or credit union, and/or any services or financial products sold by such entities, including, without limitation, the taking and accepting of deposits, the provision of trust services, the making of loans and/or the extension of credit, brokering loans and/or leases and the provision of insurance and investment services, within a 25 mile radius of any office or facility prior written consent of the Company, which consent may be withheld in the Bank Company's sole discretion): (i) provide services of a leadership, management, executive, operational, or any advisory capacity and/or participate in the ownership of their Affiliates. This provision shall not restrict or provide financial backing to an automotive dealership that is located within the Employee from owning or investing Area (as defined in publicly traded securities of financial institutions, so long as his or her aggregate holdings in any financial institution do not exceed ten percent (10%Section 20(i) of the outstanding capital stock of such institution. During the Period of Employment hereunderthis Award Agreement); (ii) provide senior/corporate level leadership, and for a period of two years thereafter no matter the reason of terminationexecutive, the Employee will not solicit operational, or advisory services to any person who was a customer corporate competitor of the Company or its Affiliates who owns or operates one or more automotive dealerships within the Bank during the period Area; or (iii) provide services of the Employee’s employment hereundera leadership, management, executive, operational, or solicit potential customers who are advisory capacity for anyone or were identified through leads developed during the course of employment with the Company or the Bankany business whose focus is buying, conglomerating, or otherwise divert acquiring one or attempt to divert any existing business more automotive dealerships that are located within the Area. For purposes of this Section 20(a), the Grantee acknowledges and agrees that the Company or the Bank within any area of 100 miles of any office or facility of the Company, the Bank or any of their Affiliates. The Employee will not, either during the Period of Employment hereunder or for a period of two years thereafter directly for himself or any third party, solicit, induce, recruit or cause another person and its Affiliates conduct business in the employment of Area and that the BankArea is a reasonable geographic limitation. Notwithstanding anything to the contrary contained herein, the Company or any of their Affiliates to terminate his or her employment for hereby agrees that the purposes of joining, associating, or becoming employed with any business or activity which is in competition with any services or financial products sold, or any business or activity engaged in, by Company or the Bank. The Employee understands that in the event of a violation of any provision of this Agreement, the Company or the Bank shall have the right to seek injunctive relief, in addition to any other existing rights provided covenants set forth in this Agreement or by operation of law, without the requirement of posting bond. The remedies provided in this paragraph shall be in addition to any legal or equitable remedies existing at law or provided for in any other agreement between the Employee, the Bank or the Company, and Section 20(a) shall not be construed deemed breached as a limitation uponresult of the passive ownership by the Grantee of: (A) less than an aggregate of 5% of any class of stock of a business that competes with the Company; or (B) less than an aggregate of 10% in value of any instrument of indebtedness of a business that competes with the Company. The Company further agrees that nothing in this Section 20(a) prohibits the Grantee from accepting employment from, or performing services for, businesses engaged in the finance industry, or businesses engaged in the manufacturing and/or sale of automobile parts or the provision of automotive service; provided that such businesses do not also engage in the retail sale of automobiles within the Area. By way of example, as an alternative of the Grant Date, nothing in this Section 20(a) would prohibit the Grantee from working with such businesses as American General Finance, NAPA Auto Parts, or in lieu of, any such remedies. If any provisions of this paragraph shall be determined by a court of competent jurisdiction to be unenforceable in part by reason of it being too great a period of time or covering too great a geographical area, it shall be in full force and effect as to that period of time or geographical area determined to be reasonable by the courtGoodyear.

Non-Competition. During So long as Executive is employed by the Period Company under this Agreement and for (i) the twenty-four (24) month period following the termination of Employment hereunder, and Executive’s employment with the Company in the event the EmployeeExecutive’s employment is terminated pursuant by the Company without Cause or by Executive for Good Reason, in each case, within three (3) months prior to subparagraphs 10.2 a Change of Control or 10.3 hereof, then for the later eighteen (18) months after a Change of (a) one year thereafter Control or (bii) the nine (9) month period during which compensation or benefits are being provided pursuant to this Agreement after its terminationfollowing the termination of Executive’s employment with the Company for any reason not covered by clause (i) (such applicable period, the Employee “Restricted Period”), Executive agrees that Executive will not not, directly for himself or herself indirectly, without the prior written consent of the Company, engage in Competition with the Company or any third partyof its affiliates (collectively, become engaged the “Employer”). “Competition” means participating, directly or indirectly, as an individual proprietor, partner, stockholder, officer, employee, director, joint venturer, investor, lender, consultant or in any other capacity whatsoever in any business or activity which is directly in competition venture that competes with any services or financial products sold by, or any business or activity that the Employer is engaged in by, the Company or the Bank, including, without limitation, any business or activity engaged in by any federally or state chartered bank, savings bank, savings and loan association, trust company and/or credit union, and/or any services or financial products sold by such entities, including, without limitation, the taking and accepting of deposits, the provision of trust services, the making of loans and/or the extension of credit, brokering loans and/or leases and the provision of insurance and investment services, within a 25 mile radius of any office or facility as of the Company, the Bank or any date of their Affiliates. This provision shall not restrict the Employee from owning or investing in publicly traded securities of financial institutions, so long as his or her aggregate holdings in any financial institution do not exceed ten percent (10%) of the outstanding capital stock of such institution. During the Period of Employment hereunder, and for a period of two years thereafter no matter the reason of termination, the Employee will not solicit any person who was a customer of the Company or the Bank during the period of the EmployeeExecutive’s employment hereunder, or solicit potential customers who are or were identified through leads developed during the course termination of employment with the Company or is actively planning to engage in as of the Bankdate of Executive’s termination of employment with the Company. Notwithstanding the foregoing, after Executive’s termination of employment, employment by or otherwise divert consultation for a publicly traded company that derives less than five percent (5%) of its net revenues from activities that compete with business that the Employer engages in, shall not constitute Competition so long as Executive does not provide employment or attempt consulting services to divert any existing the business segment of such publicly traded company that engages in such competitive activities. Executive is entering into this covenant not to compete in consideration of the agreements of the Company or the Bank within any area of 100 miles of any office or facility of the Company, the Bank or any of their Affiliates. The Employee will not, either during the Period of Employment hereunder or for a period of two years thereafter directly for himself or any third party, solicit, induce, recruit or cause another person in the employment of the Bank, the Company or any of their Affiliates to terminate his or her employment for the purposes of joining, associating, or becoming employed with any business or activity which is in competition with any services or financial products sold, or any business or activity engaged in, by Company or the Bank. The Employee understands that in the event of a violation of any provision of this Agreement, including but not limited to, the agreement of the Company or to provide the Bank shall have the right severance and other benefits to seek injunctive reliefExecutive upon a termination of employment pursuant to Sections 6(e) and (f) hereof, in addition to any other existing rights provided in this Agreement or by operation of law, without the requirement of posting bond. The remedies provided in this paragraph shall be in addition to any legal or equitable remedies existing at law or provided for in any other agreement between the Employee, the Bank or the Company, and shall not be construed as a limitation upon, or as an alternative or in lieu of, any such remedies. If any provisions of this paragraph shall be determined by a court of competent jurisdiction to be unenforceable in part by reason of it being too great a period of time or covering too great a geographical area, it shall be in full force and effect as to that period of time or geographical area determined to be reasonable by the courtapplicable.

Non-Competition. During So long as Executive is employed by the Period Company under this Agreement and for (i) the eighteen (18) month period following the termination of Employment hereunder, and Executive’s employment with the Company in the event the EmployeeExecutive’s employment is terminated pursuant by the Company without Cause or by Executive for Good Reason, in each case, within three (3) months prior to subparagraphs 10.2 a Change of Control or 10.3 hereof, then for the later eighteen (18) months after a Change of (a) one year thereafter Control or (bii) the nine (9) month period during which compensation or benefits are being provided pursuant to this Agreement after its terminationfollowing the termination of Executive’s employment with the Company for any reason not covered by clause (i) (such applicable period, the Employee “Restricted Period”), Executive agrees that Executive will not not, directly for himself or herself indirectly, without the prior written consent of the Company, engage in Competition with OptiNose. “Competition” means participating, directly or indirectly, as an individual proprietor, partner, stockholder, Executive, employee, director, joint venturer, investor, lender, consultant or in any third party, become engaged other capacity whatsoever in any business or activity which is directly in competition venture that competes with any services or financial products sold by, or any business or activity that OptiNose is engaged in by, the Company or the Bank, including, without limitation, any business or activity engaged in by any federally or state chartered bank, savings bank, savings and loan association, trust company and/or credit union, and/or any services or financial products sold by such entities, including, without limitation, the taking and accepting of deposits, the provision of trust services, the making of loans and/or the extension of credit, brokering loans and/or leases and the provision of insurance and investment services, within a 25 mile radius of any office or facility as of the Company, the Bank or any date of their Affiliates. This provision shall not restrict the Employee from owning or investing in publicly traded securities of financial institutions, so long as his or her aggregate holdings in any financial institution do not exceed ten percent (10%) of the outstanding capital stock of such institution. During the Period of Employment hereunder, and for a period of two years thereafter no matter the reason of termination, the Employee will not solicit any person who was a customer of the Company or the Bank during the period of the EmployeeExecutive’s employment hereunder, or solicit potential customers who are or were identified through leads developed during the course of employment termination with the Company or is actively planning to engage in as of the Bankdate of Executive’s employment termination with the Company. Notwithstanding the foregoing, after Executive’s employment termination, employment by or otherwise divert consultation for a publicly traded company that derives less than five percent (5%) of its net revenues from activities that compete with business that OptiNose engages in, shall not constitute Competition so long as Executive does not provide employment or attempt consulting services to divert any existing the business segment of such publicly traded company that engages in such competitive activities. Executive is entering into this covenant not to compete in consideration of the agreements of the Company or the Bank within any area of 100 miles of any office or facility of the Company, the Bank or any of their Affiliates. The Employee will not, either during the Period of Employment hereunder or for a period of two years thereafter directly for himself or any third party, solicit, induce, recruit or cause another person in the employment of the Bank, the Company or any of their Affiliates to terminate his or her employment for the purposes of joining, associating, or becoming employed with any business or activity which is in competition with any services or financial products sold, or any business or activity engaged in, by Company or the Bank. The Employee understands that in the event of a violation of any provision of this Agreement, including but not limited to, the agreement of the Company or to provide the Bank shall have the right severance and other benefits to seek injunctive reliefExecutive upon a employment termination pursuant to Sections 6(e) and (f) hereof, in addition to any other existing rights provided in this Agreement or by operation of law, without the requirement of posting bond. The remedies provided in this paragraph shall be in addition to any legal or equitable remedies existing at law or provided for in any other agreement between the Employee, the Bank or the Company, and shall not be construed as a limitation upon, or as an alternative or in lieu of, any such remedies. If any provisions of this paragraph shall be determined by a court of competent jurisdiction to be unenforceable in part by reason of it being too great a period of time or covering too great a geographical area, it shall be in full force and effect as to that period of time or geographical area determined to be reasonable by the courtapplicable.

Non-Competition. In order to fully protect the Company's Proprietary Information, at all times during the Restricted Period, the Executive shall not, directly or indirectly, perform or provide managerial or executive services on behalf of any person, entity or enterprise which is engaged in, or plans to engage in, any business in the United States that directly or indirectly competes with the Company's Business (for this purpose, the "Company's Business" is the business of telephone and telecommunication installation and service and the manufacture, sale and installation of highway signs and traffic control products.) During the Period Executive's employment with the Company, the Executive shall not, directly or indirectly have any interest in any business (other than the Company) that competes with the Company's Business, provided that this provision shall not apply to the Executive's ownership or acquisition, solely as an investment, of Employment hereundersecurities of any issuer that is registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, and that are listed or admitted for trading on any United States national securities exchange or that are quoted on the National Association of Securities Dealers Automated Quotations System, or any similar system or automated dissemination of quotations of securities prices in common use, so long as the event Executive does not control, acquire a controlling interest in or become a member of a group which exercises direct or indirect control of, more than five percent of any class of capital stock of such corporation. For purposes of this Agreement the Employee’s employment is terminated pursuant to subparagraphs 10.2 or 10.3 hereof, then for the later of (a) one year thereafter or (b) "Restricted Period" shall be the period during which compensation or benefits are being provided pursuant to this Agreement after its termination, the Employee will not directly for himself or herself or any third party, become engaged in any business or activity which Executive is directly in competition with any services or financial products sold by, or any business or activity engaged in by, employed by the Company or and, if the Bank, including, without limitation, any business or activity engaged in by any federally or state chartered bank, savings bank, savings and loan association, trust company and/or credit union, and/or any services or financial products sold by such entities, including, without limitation, the taking and accepting of deposits, the provision of trust services, the making of loans and/or the extension of credit, brokering loans and/or leases and the provision of insurance and investment services, within a 25 mile radius of any office or facility of the Company, the Bank or any of their Affiliates. This provision shall not restrict the Employee from owning or investing in publicly traded securities of financial institutions, so long as his or her aggregate holdings in any financial institution do not exceed ten percent (10%) of the outstanding capital stock of such institution. During the Period of Employment hereunder, and for a period of two years thereafter no matter the reason of termination, the Employee will not solicit any person who was a customer of the Company or the Bank during the period of the Employee’s employment hereunder, or solicit potential customers who are or were identified through leads developed during the course of Executive's employment with the Company or is either terminated by the BankCompany without Cause pursuant to Section 5.4, or otherwise divert by the Executive for Good Reason pursuant to Section 5.5c, and the Company has paid to the Executive all of amounts then payable to the Executive pursuant to Sections 5.4 or attempt to divert any existing business 5.5c, as applicable, the three (3) year period immediately following the termination of the Company or the Bank within any area of 100 miles of any office or facility of Executive's employment with the Company, the Bank or any of their Affiliates. The Employee will not, either during the Period of Employment hereunder or for a period of two years thereafter directly for himself or any third party, solicit, induce, recruit or cause another person in the employment of the Bank, the Company or any of their Affiliates to terminate his or her employment for the purposes of joining, associating, or becoming employed with any business or activity which is in competition with any services or financial products sold, or any business or activity engaged in, by Company or the Bank. The Employee understands that in the event of a violation of any provision of this Agreement, the Company or the Bank shall have the right to seek injunctive relief, in addition to any other existing rights provided in this Agreement or by operation of law, without the requirement of posting bond. The remedies provided in this paragraph shall be in addition to any legal or equitable remedies existing at law or provided for in any other agreement between the Employee, the Bank or the Company, and shall not be construed as a limitation upon, or as an alternative or in lieu of, any such remedies. If any provisions of this paragraph shall be determined by a court of competent jurisdiction to be unenforceable in part by reason of it being too great a period of time or covering too great a geographical area, it shall be in full force and effect as to that period of time or geographical area determined to be reasonable by the court.

Non-Competition. During the Period of Employment hereunder, and in the event the Employee’s employment is terminated pursuant to subparagraphs 10.2 or 10.3 hereof, then for the later of (a) one year thereafter or The Executive acknowledges that: (bi) the period during which compensation or benefits are being provided pursuant to this Agreement after its termination, the Employee will not directly for himself or herself or any third party, become engaged in any --------------- business or activity which is directly in competition with any services or financial products sold by, or any business or activity engaged in by, of the Company or (the Bank, including, without limitation, any business or activity engaged "Business") is conducted in by any federally or state chartered bank, savings bank, savings the State of Colorado; (ii) the reputation and loan association, trust company and/or credit union, and/or any services or financial products sold by such entities, including, without limitation, the taking and accepting of deposits, the provision of trust services, the making of loans and/or the extension of credit, brokering loans and/or leases and the provision of insurance and investment services, within a 25 mile radius of any office or facility goodwill of the Company, which constitutes a part of the Bank or Business, are an integral part of the success of the Business throughout the areas where the Company conducts its business; and (iii) if the Executive deprives the Company of any of their Affiliates. This provision shall not restrict the Employee from owning Business's reputation and goodwill or investing in publicly traded securities of financial institutions, so long as his or her aggregate holdings in any financial institution do not exceed ten percent (10%) of the outstanding capital stock of such institution. During the Period of Employment hereunder, manner utilizes its reputation and for a period of two years thereafter no matter the reason of termination, the Employee will not solicit any person who was a customer of the Company or the Bank during the period of the Employee’s employment hereunder, or solicit potential customers who are or were identified through leads developed during the course of employment goodwill in competition with the Company or the Bank, or otherwise divert or attempt to divert any existing business of the Company or the Bank within any area of 100 miles of any office or facility of the Company, the Bank or any of their Affiliates. The Employee will not, either during the Period of Employment hereunder or for a period of two years thereafter directly for himself or any third party, solicit, induce, recruit or cause another person in the employment of the BankBusiness, the Company or any will be deprived of their Affiliates to terminate his or her employment the benefits of its Business. Accordingly, as an inducement for the purposes of joining, associating, or becoming employed with any business or activity which is in competition with any services or financial products sold, or any business or activity engaged in, by Company or the Bank. The Employee understands that in the event of a violation of any provision of to enter into this Agreement, the Executive agrees that for a period commencing as of the Effective Date and running through the earlier of (w) the date the Company terminates the Executive's employment without cause, (x) the end of the Employment Period if the Executive remains employed by the Company for the entire Employment Period, (y) one year following termination of the Executive's employment by the Company for "cause" as defined in Section 5(d) hereof, or (z) six months following termination of the Bank shall have Executive's employment by the right Executive for any reason (other than a substantial reduction of his responsibilities or Change in Control Event pursuant to seek injunctive reliefSection 5(c) hereof or pursuant to Section 5(f) hereof, in addition to any other existing rights provided in this Agreement or by operation of law, without which case the requirement of posting bond. The remedies provided in this paragraph shall be in addition to any legal or equitable remedies existing at law or provided for in any other agreement between the Employee, the Bank or the Company, and shall not be construed as a limitation upon, or as an alternative or in lieu of, any such remedies. If any provisions of this paragraph (a) shall be determined by a court not apply) (the "Non-Competition Period"), the Executive shall not in the State of competent jurisdiction Colorado, without the prior written consent of the President and CEO of Ascent, engage or participate, directly or indirectly, as principal, agent, employee, employer, consultant, stockholder, partner or in any other individual capacity whatsoever, in the conduct or management of, or own any stock or any other equity investment in or debt of, any arena or sports complex construction, development or management business which is or could reasonably expected to be unenforceable in part by reason of it being too great a period of time competitive with any business conducted or covering too great a geographical area, it shall be in full force and effect as to that period of time or geographical area determined intended to be reasonable conducted by the courtCompany or its Affiliates in constructing, developing or managing the Arena Project.

Non-Competition. During the Period of Employment hereunder, and in the event the Employee’s employment is terminated pursuant to subparagraphs 10.2 or 10.3 hereof, then for the later of (a) one year thereafter or (b) the period during which compensation or benefits are being provided pursuant to this Agreement after its termination, the Employee will not directly for himself or herself or any third party, become engaged in any business or activity which is directly in competition with any services or financial products sold by, or any business or activity engaged in by, the The Company or the Bank, including, without limitation, any business or activity engaged in by any federally or state chartered bank, savings bank, savings and loan association, trust company and/or credit union, and/or any services or financial products sold by such entities, including, without limitation, the taking and accepting of deposits, the provision of trust services, the making of loans and/or the extension of credit, brokering loans and/or leases and the provision of insurance Executive have jointly reviewed the tenant lists, property submittals, logs, broker lists and investment services, within a 25 mile radius of any office or facility operations of the Company, and have agreed that as an essential inducement for and in consideration of this Agreement and the Bank or any of their Affiliates. This provision shall not restrict Company’s agreement to make the Employee from owning or investing in publicly traded securities of financial institutions, so long as his or her aggregate holdings in any financial institution do not exceed ten percent (10%) payment of the outstanding capital stock amounts described in Sections 2(b) and 4 hereof when and as herein described, the Executive hereby agrees, except with the express prior written discretionary consent of such institution. During the Period of Employment hereunderCompany, and that for a period of two years thereafter no matter one (1) year after the reason Date of terminationTermination (the “Restrictive Period”), the Employee he will not solicit directly or indirectly in any person who was a customer of the Company or the Bank during the period of the Employee’s employment hereunder, or solicit potential customers who are or were identified through leads developed during the course of employment manner compete with the Company or the Bank, or otherwise divert or attempt to divert any existing business of the Company by directly or indirectly owning, managing, operating, controlling, financing, or by directly or indirectly serving as an employee, officer or director of or consultant to (i) any industrial or mixed office/industrial (but not pure office) REIT or real estate operating company (a “Peer Group Member”) or (ii) any other person, firm, partnership, corporation, trust or other entity (including, but not limited to, Peer Group Members), public or private, which, as a material component of its business (other than for its own use as an owner or user), invests in, or otherwise provides capital to, industrial warehouse facilities and properties similar to the Bank within Company’s investments and holdings, in each case, (A) in any area of 100 miles of any geographic market or territory in which the Company owns properties or has an office or facility either as of the Company, the Bank date hereof or any of their Affiliates. The Employee will not, either during the Period of Employment hereunder or for a period of two years thereafter directly for himself or any third party, solicit, induce, recruit or cause another person in the employment as of the Bank, Date of Termination of the Executive’s employment; or (B) in any market in which an acquisition or other investment by the Company or any affiliate of their Affiliates the Company is pending or proposed in a written plan as of the Date of Termination, whether or not embodied in any formalized, written legal document; provided, that the Executive’s continued service on the board of directors of Starwood Hotels and Resorts Worldwide, Inc. shall not be deemed to terminate his or her employment for the purposes of joining, associating, or becoming employed with any business or activity which is in competition with any services or financial products sold, or any business or activity engaged in, by Company or the Bank. The Employee understands that in the event of be a violation of this Section 9(b). The Executive will not be considered to have violated this Section 9(b) if the Executive becomes employed, engaged or associated in any provision of this Agreement, capacity with an organization that competes with the Company or so long as the Bank shall have the right to seek injunctive relief, in addition to any other existing rights provided in this Agreement or by operation of law, without the requirement of posting bond. The remedies provided in this paragraph shall be in addition to any legal or equitable remedies existing at law or provided for Executive does not participate in any other agreement between manner whatsoever in the Employee, management or operations of the Bank or the Company, and shall not be construed as a limitation upon, or as an alternative or in lieu of, any part of such remedies. If any provisions of this paragraph shall be determined by a court of competent jurisdiction to be unenforceable in part by reason of it being too great a period of time or covering too great a geographical area, it shall be in full force and effect as to organization that period of time or geographical area determined to be reasonable by the courtso competes.

Non-Competition. During By and in consideration of the Period of Company’s entering into this Employment Agreement and the payments to be made and benefits to be provided by the Company hereunder, and in further consideration of the event Executive’s exposure to the Employee’s employment is terminated pursuant to subparagraphs 10.2 or 10.3 hereofConfidential Information of the Company and its Affiliates, then the Executive agrees that the Executive shall not, during the Term and thereafter for the later of (a) one year thereafter or (b) the period during which compensation the Severance Payments or benefits Supplemental Disability Payments are being provided pursuant to this Agreement after its terminationpayable or one (1) year following the end of the Term if no Severance Payments or Supplemental Disability Payments are payable (the “Restriction Period”), the Employee will not directly for himself or herself or any third partyindirectly, become engaged in any business or activity which is directly in competition with any services or financial products sold own, manage, operate, join, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any business or activity engaged in by, the Company or the Bankmanner with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, partner, or investor in, any Restricted Enterprise (as defined below); provided, that in no event shall ownership of one percent (1%) or less of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 4.2, so long as the Executive does not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a stockholder thereof. For purposes of this paragraph, “Restricted Enterprise” shall mean any Person that is actively engaged in any business which is either (i) in competition with the business of the Company or activity any of its Affiliates conducted during the preceding twelve (12) months (or following the Term, the twelve (12) months preceding the last day of the Term), or (ii) proposed to be conducted by the Company or any of its Affiliates in the Company’s or Affiliate’s business plan as in effect at that time (or following the Term, the business plan as in effect as of the last day of the Term); provided, that (x) with respect to any Person that is actively engaged in by the refinery business, a Restricted Enterprise shall only include such a Person that operates or markets in any federally geographic area in which the Company or state chartered bankany of its Affiliates operates or markets with respect to its refinery business and (y) with respect to any Person that is actively engaged in the fertilizer business, savings banka Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Affiliates operates or markets with respect to its fertilizer business. During the Restriction Period, savings and loan association, trust company and/or credit union, and/or any services or financial products sold by such entities, including, without limitation, the taking and accepting of deposits, the provision of trust services, the making of loans and/or the extension of credit, brokering loans and/or leases and the provision of insurance and investment services, within a 25 mile radius of any office or facility upon request of the Company, the Bank or any Executive shall notify the Company of their Affiliatesthe Executive’s then-current employment status. This provision For the avoidance of doubt, (A) the foregoing shall not restrict prohibit the Employee Executive from owning or investing in publicly traded securities of financial institutions, so long as his or her aggregate holdings in any financial institution do not exceed ten percent (10%) of the outstanding capital stock of such institution. During the Period of Employment hereunder, and for a period of two years thereafter no matter the reason of termination, the Employee will not solicit any person who was a customer of the Company or the Bank during the period of the Employee’s employment hereunder, or solicit potential customers who are or were identified through leads developed during the course of employment with the Company or the Bank, or otherwise divert or attempt to divert any existing business of the Company or the Bank within any area of 100 miles of any office or facility of the Company, the Bank or any of their Affiliates. The Employee will not, either during the Period of Employment hereunder or for a period of two years thereafter directly for himself or any third party, solicit, induce, recruit or cause another person working in the employment State of Texas; provided, that the Bank, Executive’s so working does not involve any Restricted Enterprise that is operating in the State of Texas if the Company or any of their its Affiliates to terminate his or her employment for the purposes of joining, associating, or becoming employed with any business or activity which is in competition with any services or financial products sold, or any business or activity engaged in, by Company or the Bank. The Employee understands that then operating in the event State of Texas and (B) a violation of any provision of this Agreement, the Company or the Bank shall have the right to seek injunctive relief, in addition to any other existing rights provided in this Agreement or by operation of law, without the requirement of posting bond. The remedies provided in this paragraph shall be in addition to any legal or equitable remedies existing at law or provided for in any other agreement between the Employee, the Bank or the Company, and Restricted Enterprise shall not be construed as a limitation upon, include any Person or as an alternative division thereof that is engaged in the business of supplying (but not refining) crude oil or in lieu of, any such remedies. If any provisions of this paragraph shall be determined by a court of competent jurisdiction to be unenforceable in part by reason of it being too great a period of time or covering too great a geographical area, it shall be in full force and effect as to that period of time or geographical area determined to be reasonable by the courtnatural gas.

Non-Competition. During the Employment Period and after termination of Employment hereunderthis Agreement by the Executive under Section 6.1(a), and or by the Company under Section 5 or Section 6.1(b), the Company may restrict the Executive's subsequent involvement in the event the Employee’s employment is terminated pursuant to subparagraphs 10.2 or 10.3 hereofRestricted Business Activities, then as defined below, for the later period ending two (2) years after the date of termination of this Agreement (the "Non-compete Period") provided that the Company has not otherwise breached its obligations under the Agreement. As used in this Agreement, the term "Restricted Business Activities" shall mean the marketing and sale of ladies' and men's consumer soft lines to retail stores, which the Company sold and marketed during Executive's employment with the Company. During the Non-compete Period, Executive shall not, without the written approval of the Company, directly or indirectly, either as an individual, partner, joint venturer, employee or agent for any person, company, corporation or association, or as an officer, director or stockholder of a corporation or otherwise, enter into or engage in or have a proprietary interest in the Restricted Business Activities other than the ownership of (a) one year thereafter or the stock of the Company then held by Executive, and (b) the period during which compensation or benefits are being provided pursuant to this Agreement after its termination, the Employee will not directly for himself or herself or any third party, become engaged in any business or activity which is directly in competition with any services or financial products sold by, or any business or activity engaged in by, the Company or the Bank, including, without limitation, any business or activity engaged in by any federally or state chartered bank, savings bank, savings and loan association, trust company and/or credit union, and/or any services or financial products sold by such entities, including, without limitation, the taking and accepting of deposits, the provision of trust services, the making of loans and/or the extension of credit, brokering loans and/or leases and the provision of insurance and investment services, within a 25 mile radius of any office or facility of the Company, the Bank or any of their Affiliates. This provision shall not restrict the Employee from owning or investing in publicly traded securities of financial institutions, so long as his or her aggregate holdings in any financial institution do not exceed ten no more than five percent (105%) of the outstanding capital stock securities of such institutionany other publicly-held company. During The Executive recognizes and agrees that because a violation by him of his obligations under this Section 8 will cause irreparable harm to the Period of Employment hereunder, Company that would be difficult to quantify and for a period of two years thereafter no matter the reason of termination, the Employee will not solicit any person who was a customer of the Company or the Bank during the period of the Employee’s employment hereunder, or solicit potential customers who are or were identified through leads developed during the course of employment with the Company or the Bank, or otherwise divert or attempt to divert any existing business of the Company or the Bank within any area of 100 miles of any office or facility of the Company, the Bank or any of their Affiliates. The Employee will not, either during the Period of Employment hereunder or for a period of two years thereafter directly for himself or any third party, solicit, induce, recruit or cause another person in the employment of the Bankwhich money damages would be inadequate, the Company or any of their Affiliates to terminate his or her employment for the purposes of joining, associating, or becoming employed with any business or activity which is in competition with any services or financial products sold, or any business or activity engaged in, by Company or the Bank. The Employee understands that in the event of a violation of any provision of this Agreement, the Company or the Bank shall have the right to seek injunctive relief, in addition relief to prevent or restrain any other existing rights provided in this Agreement or by operation of lawsuch violation, without the requirement necessity of posting a bond. The remedies provided in this paragraph shall be in addition to any legal or equitable remedies existing at law or provided for in any other agreement between Executive expressly agrees that the Employeecharacter, the Bank or the Company, duration and shall not be construed as a limitation upon, or as an alternative or in lieu of, any such remedies. If any provisions scope of this paragraph shall covenant not to compete are reasonable in light of the circumstances as they exist at the date upon which this Agreement has been executed. However, should a determination nonetheless be determined made by a court of competent jurisdiction at a later date that the character, duration or geographical scope of this covenant not to be unenforceable compete is unreasonable in part by reason light of the circumstances as they then exist, then it being too great a period is the intention of time or covering too great a geographical area, it both Executive and the Company that this covenant not to compete shall be construed by the court in full force and effect such a manner as to that period impose only those restrictions on the conduct of time or geographical area determined Executive which are reasonable in light of the circumstances as they then exist and necessary to be reasonable by assure the courtCompany of the intended benefit of this covenant to compete.

Non-Competition. During The Employer and the Period of Employment hereunderCovered Executive have jointly reviewed the tenant lists, property submittals, logs, broker lists, and operations of the Employer, and have agreed that as an essential ingredient of and in consideration of the Covered Executive’s participation in the event Plan, the EmployeeCovered Executive hereby agrees that, except with the express prior written consent of the Employer, while the Covered Executive is employed by the Employer and for a period of 12 months after the termination of the Covered Executive’s employment with the Employer for any reason (the “Restrictive Period”), the Covered Executive will not directly or indirectly compete with the business of the Employer, including, but not by way of limitation, by directly or indirectly owning, managing, operating, controlling, financing, or by directly or indirectly serving as an employee, officer, trustee or director of or consultant to a Similar Business (as defined below) (the “Non-Competition Covenant”). For purposes of this paragraph (a), a business shall be considered to be a “Similar Business” as of a particular date if it is terminated pursuant engaged in the ownership, development, operation, management or leasing of real estate in any geographic market or submarket in which the Employer either (i) owned, developed, operated or leased, collectively, more than 1,000,000 square feet of property of the same or similar type (e.g., office, data center, industrial, residential or self-storage) as of the earliest of such date, the date of termination of the Covered Executive’s employment with the Employer or the date of a Change in Control (as defined in the Plan), or (ii) had commenced construction or agreed to subparagraphs 10.2 acquire or 10.3 hereofmanage more than 500,000 square feet of property of the same or similar type within the 12 months preceding the earliest of such date, then the date of termination of the Covered Executive’s employment with the Employer or the date of a Change in Control (as defined in the Plan). If the Covered Executive violates the Non-Competition Covenant and the Employer brings legal action for injunctive or other relief, the later Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the full period of the Non-Competition Covenant. Accordingly, the Non-Competition Covenant shall be deemed to have the duration specified in this paragraph (a) one year thereafter or (b) computed from the date the relief is granted but reduced by the time between the period during which compensation or benefits are being provided pursuant when the Restrictive Period began to this Agreement after its termination, the Employee will not directly for himself or herself or any third party, become engaged in any business or activity which is directly in competition with any services or financial products sold by, or any business or activity engaged in by, the Company or the Bank, including, without limitation, any business or activity engaged in by any federally or state chartered bank, savings bank, savings and loan association, trust company and/or credit union, and/or any services or financial products sold by such entities, including, without limitation, the taking and accepting of deposits, the provision of trust services, the making of loans and/or the extension of credit, brokering loans and/or leases run and the provision of insurance and investment services, within a 25 mile radius of any office or facility date of the Company, first violation of the Bank or any of their AffiliatesNon-Competition Covenant by the Covered Executive. This provision The foregoing Non-Competition Covenant shall not restrict the Employee prohibit a Covered Executive from owning owning, directly or investing in publicly traded indirectly, capital stock or similar securities of financial institutions, so long as his or her aggregate holdings in any financial institution which are listed on a securities exchange which do not exceed ten represent more than five percent (10%) of the outstanding capital stock of such institution. During the Period of Employment hereunder, and for a period of two years thereafter no matter the reason of termination, the Employee will not solicit any person who was a customer of the Company or the Bank during the period of the Employee’s employment hereunder, or solicit potential customers who are or were identified through leads developed during the course of employment with the Company or the Bank, or otherwise divert or attempt to divert any existing business of the Company or the Bank within any area of 100 miles of any office or facility of the Company, the Bank or any of their Affiliates. The Employee will not, either during the Period of Employment hereunder or for a period of two years thereafter directly for himself or any third party, solicit, induce, recruit or cause another person in the employment of the Bank, the Company or any of their Affiliates to terminate his or her employment for the purposes of joining, associating, or becoming employed with any business or activity which is in competition with any services or financial products sold, or any business or activity engaged in, by Company or the Bank. The Employee understands that in the event of a violation of any provision of this Agreement, the Company or the Bank shall have the right to seek injunctive relief, in addition to any other existing rights provided in this Agreement or by operation of law, without the requirement of posting bond. The remedies provided in this paragraph shall be in addition to any legal or equitable remedies existing at law or provided for in any other agreement between the Employee, the Bank or the Company, and shall not be construed as a limitation upon, or as an alternative or in lieu of, any such remedies. If any provisions of this paragraph shall be determined by a court of competent jurisdiction to be unenforceable in part by reason of it being too great a period of time or covering too great a geographical area, it shall be in full force and effect as to that period of time or geographical area determined to be reasonable by the courtcorporation.

Non-Competition. This paragraph is applicable to Award Recipients who hold Vice President and higher positions as of the date this Award is accepted. During his or her relationship with the Period Company and for a period of Employment hereundertwelve (12) months immediately following the termination of the Award Recipient’s relationship with the Company for any reason, and in whether voluntary or involuntary, the event the Employee’s employment is terminated pursuant to subparagraphs 10.2 Award Recipient will not, directly or 10.3 hereofindirectly, then for the later of whether paid or not (a) one serve as a partner, principal, licensor, licensee, employee, consultant, officer, director, manager, agent, affiliate, representative, advisor, promoter, associate, investor, or otherwise for, (b) directly or indirectly, own, purchase, organize or take preparatory steps for the organization of, or (c) build, design, finance, acquire, lease, operate, manage, control, invest in, work or consult for or otherwise join, participate in or affiliate him or herself with, any business whose business, product(s) or operations are in any respect competitive with or otherwise similar to the Company’s business. The foregoing covenant shall cover the Award Recipient’s activities in every part of the Territory. “Territory” shall mean (a) all states of the United States of America from which the Company derived revenue or conducted business at any time during the two-year thereafter period prior to the date of the termination of the Award Recipient’s relationship with the Company; and (b) all other countries from which the Company derived revenue or conducted business at any time during the two-year period prior to the date of the termination of the Award Recipient’s relationship with the Company. The foregoing shall not prevent: (a) passive ownership by the Award Recipient of no more than two percent (2%) of the equity securities of any publicly traded company; or (b) the period during Award Recipient’s providing services to a division or subsidiary of a multi-division entity or holding company, so long as (i) no division or subsidiary to which compensation or benefits are being provided pursuant to this Agreement after its termination, the Employee will not directly for himself or herself or any third party, become engaged Award Recipient provides services is in any way competitive with or similar to the business or activity which is directly in competition with any services or financial products sold by, or any business or activity engaged in by, the Company or the Bank, including, without limitation, any business or activity engaged in by any federally or state chartered bank, savings bank, savings and loan association, trust company and/or credit union, and/or any services or financial products sold by such entities, including, without limitation, the taking and accepting of deposits, the provision of trust services, the making of loans and/or the extension of credit, brokering loans and/or leases and the provision of insurance and investment services, within a 25 mile radius of any office or facility of the Company, and (ii) the Bank Award Recipient is not involved in, and does not otherwise engage in competition on behalf of, the multi-division entity or any of their Affiliatescompeting division or subsidiary thereof. This provision shall not restrict the Employee from owning or investing in publicly traded securities of financial institutions, so long as his or her aggregate holdings in any financial institution do not exceed ten percent (10%) of the outstanding capital stock of such institution. During the Period of Employment hereunder, Avaya Holdings Corp. – Proprietary and for a period of two years thereafter no matter the reason of termination, the Employee will not solicit any person who was a customer of the Company or the Bank during the period of the Employee’s employment hereunder, or solicit potential customers who are or were identified through leads developed during the course of employment with the Company or the Bank, or otherwise divert or attempt to divert any existing business of the Company or the Bank within any area of 100 miles of any office or facility of the Company, the Bank or any of their Affiliates. The Employee will not, either during the Period of Employment hereunder or for a period of two years thereafter directly for himself or any third party, solicit, induce, recruit or cause another person in the employment of the Bank, the Company or any of their Affiliates to terminate his or her employment for the purposes of joining, associating, or becoming employed with any business or activity which is in competition with any services or financial products sold, or any business or activity engaged in, by Company or the Bank. The Employee understands that in the event of a violation of any provision of this Agreement, the Company or the Bank shall have the right to seek injunctive relief, in addition to any other existing rights provided in this Agreement or by operation of law, without the requirement of posting bond. The remedies provided in this paragraph shall be in addition to any legal or equitable remedies existing at law or provided for in any other agreement between the Employee, the Bank or the Company, and shall not be construed as a limitation upon, or as an alternative or in lieu of, any such remedies. If any provisions of this paragraph shall be determined by a court of competent jurisdiction to be unenforceable in part by reason of it being too great a period of time or covering too great a geographical area, it shall be in full force and effect as to that period of time or geographical area determined to be reasonable by the court.Confidential

Non-Competition. During the Employment Period of Employment hereunder, and in the event the Employee’s employment is terminated pursuant to subparagraphs 10.2 or 10.3 hereof, then for the later longer of (ai) one year thereafter following the date of termination of employment hereunder or (bii) the period during in which compensation the Employee receives severance under the provisions of Section 7(c) or benefits are being provided pursuant to this Agreement after its terminationSection 7(d) (collectively, the “Covered Period”), the Employee will agrees not directly for himself or herself to engage in any Competitive Activity anywhere in the United States or any third party, become engaged in any business or activity which is directly in competition with any services or financial products sold by, or any business or activity engaged in by, foreign territory where the Company or any subsidiary of the BankCompany is then conducting business on behalf of any party other than the Company or any subsidiary of the Company. As used herein, including, without limitation, the term “Competitive Activity” shall mean the following: (i) any line of business or activity engaged in by any federally or state chartered bank, savings bank, savings and loan association, trust company and/or credit union, and/or any services or financial products sold by such entities, including, without limitation, the taking and accepting of deposits, the provision of trust services, the making of loans and/or the extension of credit, brokering loans and/or leases and the provision of insurance and investment services, within a 25 mile radius of any office or facility of the Company, the Bank Company or any of their Affiliates. This provision shall not restrict the Employee from owning or investing in publicly traded securities of financial institutions, so long as his or her aggregate holdings in any financial institution do not exceed ten percent (10%) of the outstanding capital stock of such institution. During the Period of Employment hereunder, and for a period of two years thereafter no matter the reason of termination, the Employee will not solicit any person who was a customer of the Company or the Bank its subsidiaries during the one-year period prior to termination of the Employee’s employment hereunder, or solicit potential customers who are or were identified through leads developed during which accounted for greater than 25% of the course of employment with the Company or the Bank, or otherwise divert or attempt to divert any existing business gross revenues of the Company and its subsidiaries, on a consolidated basis (a “Competitive Business”); (ii) serving as an officer, director, employee, consultant, advisor, agent or the Bank within any area of 100 miles representative of any office person, corporation, partnership, limited liability company, sole proprietorship, association or facility other business enterprise engaged in a Competitive Business (each a “Competitive Enterprise”); (iii) owning or acquiring, directly or indirectly, any interest in any Competitive Enterprise; (iv) soliciting any employee of the Company, the Bank or any of their Affiliates. The Employee will not, either during the Period of Employment hereunder or for a period of two years thereafter directly for himself or any third party, solicit, induce, recruit or cause another person in the employment of the Bank, the Company or any of their Affiliates the Company’s subsidiaries to terminate his leave the employ of the Company or her employment for such subsidiary or hiring any of the purposes of joiningforegoing persons; provided, associating, or becoming employed with any business or activity which is in competition with any services or financial products sold, or any business or activity engaged inhowever, by Company or way of clarification, the Bank. The Employee understands that shall not be deemed in breach of this clause (iv) in the event he or his new employer launches a general job search (through advertisement, job posting, or recruiter) that does not exclusively target the Company’s employees; or (v) soliciting or inducing, explicitly or implicitly, any Client (as defined below) to withdraw, curtail or cancel its business relationships with the Company or any subsidiary thereof, provided, however, the Employee shall not be deemed in breach of this clause (v) as a result of mass advertising or mass marketing campaigns aimed at prospects on customer lists obtained by the Employee or his new employer from sources other than the Company, and not in violation of any provision of this Agreement, and which do not expressly target the Company’s Clients in particular. The Company or the Bank shall have the right to seek injunctive relief, in addition to any other existing rights provided acknowledges and agrees that nothing contained in this Agreement or by operation of law, without the requirement of posting bond. The remedies provided in this paragraph Section 8 shall be in addition interpreted to any legal prohibit or equitable remedies existing at law or provided for in any other agreement between preclude the Employee, (x) in connection with the Bank fulfillment of his duties and responsibilities hereunder, from terminating the services of any employee, agent or other representative of the Company, and shall not be construed as a limitation uponCompany (or any subsidiary thereof) at the Board of Directors’ request or in the ordinary course of business, or as an alternative (y) from owning less than five percent (5%) of the capital stock or in lieu ofother equity interests of any publicly-traded company listed on a major securities exchange or securities market (e.g., any such remedies. If any provisions of this paragraph shall be determined by a court of competent jurisdiction to be unenforceable in part by reason of it being too great a period of time or covering too great a geographical area, it shall be in full force and effect as to that period of time or geographical area determined to be reasonable by the courtNASDAQ).

Non-Competition. During By and in consideration of the Period of Company’s entering into this Employment Agreement and the payments to be made and benefits to be provided by the Company hereunder, and in further consideration of the event Executive’s exposure to the EmployeeConfidential Information of the Company and its affiliates, the Executive agrees that the Executive shall not, during the Executive’s employment is terminated pursuant to subparagraphs 10.2 with the Company (whether during the Term or 10.3 hereof, then thereafter) and thereafter for the later of (a) one year thereafter or (b) the period during which compensation the Severance Payments or benefits Supplemental Disability Payments are being provided pursuant to this Agreement after its terminationpayable or one (1) year following termination of the Executive’s employment with the Company if no Severance Payments or Supplemental Disability Payments are payable (the “Restriction Period”), the Employee will not directly for himself or herself or any third partyindirectly, become engaged in any business or activity which is directly in competition with any services or financial products sold own, manage, operate, join, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any business or activity engaged in by, the Company or the Bankmanner with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, partner, or investor in, any Restricted Enterprise (as defined below); provided, that in no event shall ownership of one percent (1%) or less of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 4.2, so long as the Executive does not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a stockholder thereof. For purposes of this paragraph, “Restricted Enterprise” shall mean any Person that is actively engaged in any business which is either (i) in competition with the business of the Company or activity any of its Subsidiaries conducted during the preceding twelve (12) months (or following the Executive’s termination of employment, the twelve (12) months preceding the date of termination of the Executive’s employment with the Company) or (ii) proposed to be conducted by the Company or any of its Subsidiaries in the Company’s business plan as in effect at that time (or following the Executive’s termination of employment, the business plan as in effect as of the date of termination of the Executive’s employment with the Company); provided, that (x) with respect to any Person that is actively engaged in by the refinery business, a Restricted Enterprise shall only include such a Person that operates or markets in any federally geographic area in which the Company or state chartered bankany of its Subsidiaries operates or markets with respect to its refinery business, savings bankand (y) with respect to any Person that is actively engaged in the fertilizer business, savings and loan associationa Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its fertilizer business. During the Restriction Period, trust company and/or credit union, and/or any services or financial products sold by such entities, including, without limitation, the taking and accepting of deposits, the provision of trust services, the making of loans and/or the extension of credit, brokering loans and/or leases and the provision of insurance and investment services, within a 25 mile radius of any office or facility upon request of the Company, the Bank or any Executive shall notify the Company of their Affiliatesthe Executive’s then-current employment status. This provision For the avoidance of doubt, (A) the foregoing shall not restrict prohibit the Employee Executive from owning or investing in publicly traded securities of financial institutions, so long as his or her aggregate holdings in any financial institution do not exceed ten percent (10%) of the outstanding capital stock of such institution. During the Period of Employment hereunder, and for a period of two years thereafter no matter the reason of termination, the Employee will not solicit any person who was a customer of the Company or the Bank during the period of the Employee’s employment hereunder, or solicit potential customers who are or were identified through leads developed during the course of employment with the Company or the Bank, or otherwise divert or attempt to divert any existing business of the Company or the Bank within any area of 100 miles of any office or facility of the Company, the Bank or any of their Affiliates. The Employee will not, either during the Period of Employment hereunder or for a period of two years thereafter directly for himself or any third party, solicit, induce, recruit or cause another person working in the employment State of Texas; provided, that the Bank, Executive’s so working does not involve any Restricted Enterprise that is operating in the State of Texas if the Company or any of their Affiliates to terminate his or her employment for the purposes of joining, associating, or becoming employed with any business or activity which its Subsidiaries is in competition with any services or financial products sold, or any business or activity engaged in, by Company or the Bank. The Employee understands that then operating in the event State of Texas and (B) a violation of any provision of this Agreement, the Company or the Bank shall have the right to seek injunctive relief, in addition to any other existing rights provided in this Agreement or by operation of law, without the requirement of posting bond. The remedies provided in this paragraph shall be in addition to any legal or equitable remedies existing at law or provided for in any other agreement between the Employee, the Bank or the Company, and Restricted Enterprise shall not be construed as a limitation upon, include any Person or as an alternative division thereof that is engaged in the business of supplying (but not refining) crude oil or in lieu of, any such remedies. If any provisions of this paragraph shall be determined by a court of competent jurisdiction to be unenforceable in part by reason of it being too great a period of time or covering too great a geographical area, it shall be in full force and effect as to that period of time or geographical area determined to be reasonable by the courtnatural gas.

Non-Competition. During the Period of Employment hereunder, and in the event the Employee’s employment is terminated pursuant to subparagraphs 10.2 or 10.3 hereof, then for the later of (a) one year thereafter or (b) the period during which compensation or benefits are being provided pursuant to this Agreement after its termination, the Employee will not directly for himself or herself or any third party, become engaged in any business or activity which is directly in competition with any services or financial products sold by, or any business or activity engaged in by, the Company or the Bank, including, without limitation, any business or activity engaged in by any federally or state chartered bank, savings bank, savings and loan association, trust company and/or credit union, and/or any services or financial products sold by such entities, including, without limitation, the taking and accepting of deposits, the provision of trust services, the making of loans and/or the extension of credit, brokering loans and/or leases and the provision of insurance and investment services, within a 25 mile radius of any office or facility Because of the Company’s legitimate business interest as described herein and the good and valuable consideration offered to the Executive, during the Bank or any of their Affiliates. This provision shall not restrict the Employee from owning or investing in publicly traded securities of financial institutions, so long as his or her aggregate holdings in any financial institution do not exceed ten percent (10%) of the outstanding capital stock of such institution. During the Period of Employment hereunder, Executive’s employment and for a period of two years thereafter no matter one year following the reason termination of terminationthe Executive’s employment (the “Restriction Period”), the Employee will Executive agrees and covenants not solicit to engage in Prohibited Activity in the development, implementation, operation, supply and marketing of a business, product or service aggregating third party content publishers and providing them publishing and monetization services (the “Competing Business”). For purposes of this Section 1.4, “Prohibited Activity” is activity in which the Executive contributes his knowledge directly and specifically as an employee, employer, owner, operator, manager, advisor, consultant, agent, employee, partner, director, stockholder, officer, volunteer, intern, or any person who was a customer other similar capacity to an entity engaged in the Competing Business. Nothing herein shall prohibit the Executive from purchasing or owning less than five percent (5%) of the Company publicly traded securities of any corporation that engages in the Competing Business, provided that such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such corporation. Notwithstanding the Bank during foregoing, the period Executive may, without violating this Section, (i) provide services that are unrelated to the Competing Business to any entity or person engaged in the Competing Business, as long as the Executive is working in a division, unit, subsidiary, branch and/or affiliate that is not engaged in the Competing Business; (ii) own securities in any venture capital, private debt or equity investment fund or similar investment entity that holds securities in an entity that may be engaged in the Competing Business or own, as a passive investment, securities in a privately held entity engaged in the Competing Business, provided that the number of shares of such entity’s securities that are owned beneficially by Executive represent less than five percent (5%) of the Employeetotal number of outstanding shares of such entity’s securities; or (iii) work for a venture capital or private equity fund that has portfolio companies that engage in the Competing Business, so long as Executive does not actively participate in the relationship between such fund and the portfolio companies that engage in the Competing Business. During the Executive’s employment hereunder, or solicit potential customers who are or were identified through leads developed during and after the course termination of the Executive’s employment with the Company for any reason, the Executive agrees and covenants not to use any Confidential Information to engage in any Prohibited Activity. Confidential Information includes, but is not limited to, all information not generally known to the public, in spoken, printed, electronic or the Bankany other form or medium, relating directly or otherwise divert or attempt to divert any existing indirectly to: business processes, practices, methods, policies, plans, publications, documents, research, operations, services, strategies, techniques, agreements, contracts, terms of the Company or the Bank within any area agreements, transactions, potential transactions, negotiations, know-how, trade secrets, computer programs, computer software, applications, operating systems, software design, web design, work-in-process, databases, manuals, records, articles, systems, material, sources of 100 miles material, supplier information, vendor information, financial information, results, legal information, marketing information, advertising information, pricing information, design information, personnel information, suppliers, vendors, developments, reports, sales, revenues, costs, formulae, product plans, designs, styles, models, ideas, inventions, patent, patent applications, original works of any office or facility of authorship, discoveries, specifications, customer information, client information, the Company, the Bank or its businesses or any of their Affiliates. The Employee will notexisting or prospective customer, either during the Period of Employment hereunder supplier, investor or for a period of two years thereafter directly for himself or any other associated third party, solicitor of any other person or entity that has entrusted information to the Company in confidence. Confidential Information also includes other information that is marked or otherwise identified as confidential or proprietary, induce, recruit or cause another that would otherwise appear to a reasonable person to be confidential or proprietary in the context and circumstances in which the information is known or used. Confidential Information developed by the Executive in the course of the employment of the Bank, Executive by the Company shall be subject to the terms and conditions of this Agreement as if the Company furnished the same Confidential Information to the Executive in the first instance This Section 1.4(a) does not, in any way, restrict or any of their Affiliates impede the Executive from exercising protected rights to terminate his the extent that such rights cannot be waived by agreement or her employment for the purposes of joining, associating, or becoming employed from complying with any business or activity which is in competition with any services or financial products sold, or any business or activity engaged in, by Company or the Bank. The Employee understands that in the event of a violation of any provision of this Agreement, the Company or the Bank shall have the right to seek injunctive relief, in addition to any other existing rights provided in this Agreement or by operation of law, without the requirement of posting bond. The remedies provided in this paragraph shall be in addition to any legal or equitable remedies existing at applicable law or provided for in any other agreement between the Employee, the Bank regulation or the Company, and shall not be construed as a limitation upon, or as an alternative or in lieu of, any such remedies. If any provisions valid order of this paragraph shall be determined by a court of competent jurisdiction to be unenforceable in part by reason of it being too great a period of time or covering too great a geographical areaan authorized government agency, it shall be in full force and effect as to provided that period of time or geographical area determined to be reasonable such compliance does not exceed that required by the courtlaw, regulation, or order. The Executive shall promptly provide written notice of any such order to the Company’s CEO, Chief Operating Officer or President.

Non-Competition. During By and in consideration of the Period of Employment hereunderCompany entering into this Agreement, and in further consideration of the event Executive’s exposure to the Employee’s employment is terminated pursuant to subparagraphs 10.2 or 10.3 hereof, then for the later of (a) one year thereafter or (b) the period during which compensation or benefits are being provided pursuant to this Agreement after its terminationConfidential Information, the Employee will not Executive agrees that the Executive shall not, during the Employment Period and for a period of 12 months after the Executive’s termination of employment for any reason (the “Restriction Period”), directly for himself or herself or any third partyindirectly, become engaged in any business or activity which is directly in competition with any services or financial products sold own, manage, operate, join, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any business or activity engaged in by, the Company or the Bankmanner with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, partner, or investor in, any Restricted Enterprise (as defined below); provided that in no event shall (X) ownership by the Executive of two percent or less of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 4.2, so long as the Executive does not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a shareholder thereof or activity (Y) being employed by an entity, standing alone, be prohibited by this Section 4.2, so long as the entity has more than one discrete and readily distinguishable part of its business and the Executive’s duties are not at or involving the part of the entity’s business that is actively engaged in by a Restricted Enterprise. For purposes of this paragraph, “Restricted Enterprise” shall mean any federally Person that is engaged, directly or state chartered bankindirectly, savings bank, savings and loan association, trust company and/or credit union, and/or in a business which is in competition with a business of Parent or any of its subsidiaries as of the Termination Date in any country or territory in which Parent or any of its subsidiaries markets any of its services or financial products sold by such entitiesor has plans to begin marketing any of its services or products. During the Restriction Period, including, without limitation, the taking and accepting of deposits, the provision of trust services, the making of loans and/or the extension of credit, brokering loans and/or leases and the provision of insurance and investment services, within a 25 mile radius of any office or facility upon request of the Company, the Bank or any of their Affiliates. This provision Executive shall not restrict notify the Employee from owning or investing in publicly traded securities of financial institutions, so long as his or her aggregate holdings in any financial institution do not exceed ten percent (10%) Company of the outstanding capital stock of such institution. During the Period of Employment hereunder, and for a period of two years thereafter no matter the reason of termination, the Employee will not solicit any person who was a customer of the Company or the Bank during the period of the EmployeeExecutive’s then-current employment hereunder, or solicit potential customers who are or were identified through leads developed during the course of employment with the Company or the Bank, or otherwise divert or attempt to divert any existing business of the Company or the Bank within any area of 100 miles of any office or facility of the Company, the Bank or any of their Affiliates. The Employee will not, either during the Period of Employment hereunder or for a period of two years thereafter directly for himself or any third party, solicit, induce, recruit or cause another person in the employment of the Bank, the Company or any of their Affiliates to terminate his or her employment for the purposes of joining, associating, or becoming employed with any business or activity which is in competition with any services or financial products sold, or any business or activity engaged in, by Company or the Bank. The Employee understands that in the event of a violation of any provision of this Agreement, the Company or the Bank shall have the right to seek injunctive relief, in addition to any other existing rights provided in this Agreement or by operation of law, without the requirement of posting bond. The remedies provided in this paragraph shall be in addition to any legal or equitable remedies existing at law or provided for in any other agreement between the Employee, the Bank or the Company, and shall not be construed as a limitation upon, or as an alternative or in lieu of, any such remedies. If any provisions of this paragraph shall be determined by a court of competent jurisdiction to be unenforceable in part by reason of it being too great a period of time or covering too great a geographical area, it shall be in full force and effect as to that period of time or geographical area determined to be reasonable by the courtstatus.

Non-Competition. During (a) In view of the Period Employee's knowledge of the trade secrets and other proprietary information relating to the business of the Company and its subsidiaries and their customers and dealers which the Employee has heretofore obtained and is expected to obtain during the term the Employee is employed under this Agreement (the "Employment hereunderPeriod"), and in consideration of the event compensation to be received hereunder, the Employee’s employment is terminated pursuant to subparagraphs 10.2 or 10.3 hereof, then Employee agrees: (i) that he will not during the Employment Period and for the later of (a) one year thereafter or Participate In (bas such term hereinafter defined) the period during which compensation or benefits are being provided pursuant to this Agreement after its termination, the Employee will not directly for himself or herself or any third party, become engaged in any other business or activity which is directly in competition with any services or financial products sold by, or any organization if such business or activity engaged in by, organization now is or shall then be competing with or be of a nature similar to the business of the Company or the Bank, including, without limitation, any business or activity engaged in by any federally or state chartered bank, savings bank, savings its subsidiaries; and loan association, trust company and/or credit union, and/or any services or financial products sold by such entities, including, without limitation, the taking and accepting of deposits, the provision of trust services, the making of loans and/or the extension of credit, brokering loans and/or leases and the provision of insurance and investment services, within a 25 mile radius of any office or facility of the Company, the Bank or any of their Affiliates. This provision shall not restrict the Employee from owning or investing in publicly traded securities of financial institutions, so long as his or her aggregate holdings in any financial institution do not exceed ten percent (10%ii) of the outstanding capital stock of such institution. During the Period of Employment hereunder, and (A) for a period of two (2) years thereafter no matter after the reason Termination Date (as defined in Section 7) due to a termination of termination, this Agreement for Cause (as defined in Section 8(b)) or (B) for such period as the Company shall continue to pay to the Employee will not solicit any person who was his salary and insurance benefits in accordance with Section 9(c) after a customer of the Company or the Bank during the period termination of the Employee’s 's employment hereunderWithout Cause (as defined in Section 8(c)), he will not in any geographic area in which the Company does business as of the Termination Date compete with or be engaged in the same business as, or solicit potential customers who are Participate In any other business or were identified through leads developed organization which during the course of employment such period competes with the Company or the Bank, or otherwise divert or attempt to divert any existing business of the Company or the Bank within any area of 100 miles of any office or facility of the Company, the Bank or any of their Affiliates. The Employee will not, either during the Period of Employment hereunder or for a period of two years thereafter directly for himself or any third party, solicit, induce, recruit or cause another person is engaged in the employment of the Banksame business as, the Company or its subsidiaries with respect to any of their Affiliates to terminate his or her employment for the purposes of joining, associating, or becoming employed with any business or activity which is in competition with any services or financial products sold, or any business service offered or activity engaged inin up to the Termination Date, by Company or the Bank. The Employee understands except that in each case the event provisions of this Section 3 will not be deemed breached merely because the Employee owns not more than 2% of the outstanding common stock of a violation corporation, if, at the time of any provision of this Agreement, the Company or the Bank shall have the right to seek injunctive relief, in addition to any other existing rights provided in this Agreement or its acquisition by operation of law, without the requirement of posting bond. The remedies provided in this paragraph shall be in addition to any legal or equitable remedies existing at law or provided for in any other agreement between the Employee, the Bank or the Companysuch stock is listed on a national securities exchange, and shall not be construed as a limitation uponis reported on NASDAQ, or as an alternative or is regularly traded in lieu of, any such remedies. If any provisions of this paragraph shall be determined the over-the-counter market by a court member of competent jurisdiction to be unenforceable in part by reason of it being too great a period of time or covering too great a geographical area, it shall be in full force and effect as to that period of time or geographical area determined to be reasonable by the courtnational securities exchange.

Non-Competition. During Employee and the Period Company agree that Employee will occupy a high-level and unique position of Employment hereundertrust and confidence with the Company Entities and will have access to their Confidential Information, and that they would likely suffer significant harm from Employee’s competing with them during the Term and for some period of time thereafter. Accordingly, Employee agrees that he will not, during the Term and during the Non-Compete Period, directly or indirectly become employed by, engage in business with, serve as an agent or consultant to, become an employee, partner, member, principal, stockholder or other owner (other than a holder of less than 1% of the event outstanding voting shares of any publicly held company) of, any Competitive Business, or otherwise perform services relating to the business of, or otherwise compete with and within the Restricted Area, any of the Company Entities, or businesses they are actively considering, at the time of termination of Employee’s employment is terminated pursuant to subparagraphs 10.2 or 10.3 hereof, then for during the later of (a) one year thereafter prior to the date such employment terminates (the “Business”) for any Competitive Business (whether or not for compensation). For purposes of this Agreement, “Competitive Business” shall mean any individual, employeeship, corporation, limited liability company, partnership, unincorporated organization, trust, joint venture or other entity (bi) the period during which compensation or benefits are being provided pursuant to this Agreement after its termination, the Employee will not directly for himself or herself or any third party, become engaged in any business or activity which is directly in competition with any services or financial products sold bythat engages in, or any business or activity engaged is actively considering engaging in by, during Employee’s employment with the Company or during the Bankone year following the date such employment terminates, acquisition related or mergers and acquisition activities related to the transportation or third-party logistics industry, including, without limitation, researching, analyzing and evaluating companies for possible investment in or acquisition of, for itself or clients or (ii) that engages in, or is actively considering engaging in during Employee’s employment with the Company or during the one year following the date such employment terminates, the Business, including, without limitation, any business or activity engaged in by any federally or state chartered bank, savings bank, savings and loan association, trust company and/or credit union, and/or any services or financial products sold by such entitiesproviders of third-party logistics services, including, without limitation, the taking and accepting of depositsfreight brokerage, the provision of trust servicesfreight forwarding, the making of loans and/or the extension of creditexpediting, brokering loans and/or leases and the provision of insurance and investment services, within a 25 mile radius of any office internet load boards or facility of the Company, the Bank or any of their Affiliates. This provision shall not restrict the Employee from owning or investing in publicly traded securities of financial institutions, so long as his or her aggregate holdings in any financial institution do not exceed ten percent (10%) of the outstanding capital stock of such institution. During the Period of Employment hereunder, and for a period of two years thereafter no matter the reason of termination, the Employee will not solicit any person who was a customer of the Company or the Bank during the period of the Employee’s employment hereunderintermodal providers, or solicit potential customers who are or were identified through leads developed during the course firms such as XX Xxxxxxxx, Expeditors International of employment with the Company or the BankWashington, or otherwise divert or attempt to divert any existing business of the Company or the Bank within any area of 100 miles of any office or facility of the CompanyInc., the Bank or any of their Affiliates. The Employee will notEcho Global Logistics Inc., either during the Period of Employment hereunder or for a period of two years thereafter directly for himself or any third partyRoadrunner Transportation Systems, solicitTransCore, induce, recruit or cause another person in the employment of the Bank, the Company or any of their Affiliates to terminate his or her employment for the purposes of joining, associating, or becoming employed with any business or activity which is in competition with any services or financial products sold, or any business or activity engaged in, by Company or the Bank. The Employee understands that in the event of a violation of any provision of this Agreement, the Company or the Bank shall have the right to seek injunctive relief, in addition to any other existing rights provided in this Agreement or by operation of law, without the requirement of posting bond. The remedies provided in this paragraph shall be in addition to any legal or equitable remedies existing at law or provided for in any other agreement between the Employee, the Bank or the Company, Internet Truckstop LLC and shall not be construed as a limitation upon, or as an alternative or in lieu of, any such remedies. If any provisions of this paragraph shall be determined by a court of competent jurisdiction to be unenforceable in part by reason of it being too great a period of time or covering too great a geographical area, it shall be in full force and effect as to that period of time or geographical area determined to be reasonable by the court.Hub Group Inc.; provided,