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 the Period of Employment hereunder, Grantee acknowledges and in the event the Employee’s employment is terminated pursuant to subparagraphs 10.2 or 10.3 hereof, then for the later of agrees that (a) one year thereafter or at all times while Grantee is employed with the Company Group, Grantee shall pursue all appropriate business opportunities of the Company Group exclusively through the Company Group and (b) the Company Group would be irreparably damaged if Grantee (or, if applicable, any of Grantee’s controlled Affiliates) were to provide services to any Person (including Grantee) engaged in a Restricted Business (as defined below) and that such competition by Grantee (or, if applicable, any of Grantee’s controlled Affiliates) would result in a significant loss of goodwill by the Company Group. Therefore, Grantee agrees that during the period during commencing on the Effective Date and ending on the first (1st) anniversary of the date on which compensation Grantee or benefits are being provided pursuant any Grantee’s Affiliates cease to this Agreement after its terminationbe direct or indirect members of EOC Parent or, if earlier, the Employee will first (1st) anniversary of the date on which Grantee’s employment or services with the Company Group terminates for any reason, Grantee shall not (and, as applicable, shall cause each of his controlled Affiliates not to) directly for himself or herself indirectly through another Person own any interest in, manage, control, participate in (whether as an officer, director, manager, employee, partner, equity holder, member, agent, advisor, individual independent contractor, consultant, representative or any third partyotherwise), become engaged consult with, represent, render services for, or in any business or activity which is directly other manner engage in competition with the Restricted Business in any services or financial products sold by, or any business or activity engaged in by, geographic area where the Company or the BankGroup conducts it; provided, including, without limitation, any business or activity engaged in by any federally or state chartered bank, savings bank, savings that nothing herein shall prohibit Grantee 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 his controlled Affiliates. This provision shall , as applicable from (i) being a passive owner of 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 outstanding capital stock of such institution. During the Period any class 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 corporation 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 entity which is publicly traded so long as Grantee (or any of their Grantee’s controlled Affiliates. The Employee will not, either during the Period of Employment hereunder or for a period of two years thereafter directly for himself or if applicable) does not have any third party, solicit, induce, recruit or cause another person active participation in the employment management or other business of the Banksuch corporation or entity or (ii) being employed by or otherwise providing services to any corporation or entity, the Company a division or any subsidiary 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 engaged 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 Restricted Businesses so long 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.Grantee is

Non-Competition. During the Period In consideration of Employment this Agreement, and for other good and valuable consideration provided hereunder, the receipt and in the event the Employeesufficiency of which are hereby acknowledged by Executive, Executive hereby agrees and covenants that, during Executive’s employment is terminated pursuant to subparagraphs 10.2 or 10.3 hereof, then with the Company and for the later a period of (a12) one year thereafter or (b) the period during which compensation or benefits are being provided pursuant to this Agreement after its terminationtwelve months thereafter, 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, directly or indirectly, engage in or become associated with a Competitive Activity. For purposes of this Section 2(b), (i) a “Competitive Activity” means any business or other endeavor involving products or services that are the Bank same or similar to products or services (the “Company Products or Services”) that any business of their Affiliatesthe Company is engaged in providing as of the date hereof or at any time during the Term, provided such business or endeavor is in the United States, or in any foreign jurisdiction in which the Company provides, or has provided during the Term, the relevant Company Products or Services, and (ii) 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 backer, agent, partner, member, advisor, lender, consultant or in any other individual or representative capacity with any individual, partnership, corporation or other organization that is engaged in a Competitive Activity. This provision shall not restrict the Employee from owning Notwithstanding anything else in this Section 2(b), (i) Executive may become employed by a partnership, corporation or investing other organization that is engaged in publicly traded securities of financial institutions, a Competitive Activity so long as his Executive has no direct or her aggregate holdings indirect responsibilities or involvement in any financial institution do not exceed ten the Competitive Activity, (ii) Executive may own, for investment purposes only, up to five percent (105%) of the outstanding capital stock of any publicly-traded corporation engaged in a Competitive Activity if the stock of such institution. During corporation is either listed on a national stock exchange or on the Period of Employment hereunderNASDAQ National Market System and if Executive is not otherwise affiliated with such corporation, (iii) if Executive’s employment hereunder is terminated by the Company for any reason other than Executive’s death, Disability or Cause, or by Executive for Good Reason, then the restrictions contained in this Section 2(b) shall lapse, and for (iv) Executive shall only be subject to the restrictions contained in this Section 2(b) to the extent the activity that would otherwise be prohibited by this section poses 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 reasonable competitive threat 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, which determination shall be made by 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 courtgood faith.

Non-Competition. During In view of the Period employer’s international field of Employment hereunderactivity, after the Grantee has left the employer and even if his/her seniority would be inferior to six (6) months, except in case of termination of the employment by the Grantee for serious cause, the Grantee shall, during the period and on the territory specified below, be prohibited from exercising similar activities, either by running a personal enterprise or by being hired or engaged by a competing employer and having thus the opportunity of causing a prejudice to the employer by using for himself/herself or for the profit of a competitor, his/her knowledge of any practice specific to the employer which he/she has acquired on an industrial or commercial level during his/her employment. The prohibition referred to in this Paragraph (5bis) applies for twelve (12) months as of the day of termination of the employment and applies to the territory of Belgium and the Netherlands. The Grantee accepts that this territory is automatically extended to the countries in which he/she would also be active in the event last thirty-six (36) months prior to the Employee’s employment is terminated pursuant day of termination of the employment. If the non-competition obligation of this Paragraph (5bis) applies, a one off and lump sum indemnity will be paid to subparagraphs 10.2 or 10.3 hereofthe Grantee, then unless the employer waives the application of this clause within fifteen (15) days following the termination of the employment. This indemnity will amount to half of the gross salary for the later term of the effective application of the non-competition obligation. If the non-competition obligation of this Paragraph (a5bis) one year thereafter or (b) applies and if the period during which compensation or benefits are being provided pursuant Grantee fails to this Agreement after comply with its terminationprovisions, he/she will reimburse to the employer the indemnity he/she received and, in addition thereto, he/she will pay an equivalent amount as damages, without prejudice to the employer’s right to claim any additional damages. If, notwithstanding the severability provisions in the Agreement, the Employee will not directly for himself or herself or any third partyBelgian Alternative Provision 1 would also be considered to be null and void, 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%) acting on behalf of the outstanding capital stock of such institution. During the Period of Employment hereunderemployer, and for a period of two years thereafter no matter the reason of terminationGrantee, agree to be bound by the Employee will following provision if the Grantee does 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 qualify 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 sales representative (the court.“Belgian Alternative Provision 2”):

Non-Competition. During As additional consideration for the Period of Employment Purchase Price paid by Buyer hereunder, and in order that USL may enjoy the event the Employee’s employment is terminated pursuant to subparagraphs 10.2 or 10.3 hereofbenefits of this Agreement, 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 from the reason Closing Date, Seller shall not, directly or indirectly, directly or indirectly, as an employee, employer, contractor, consultant, agent, principal, shareholder, corporate officer, director, or in any other individual or representative capacity, engage or participate in any business or practice within a fifteen (15) mile radius of terminationany location in which any entity in which USL or an Affiliate of USL possesses an ownership interest provides any professional medical services, the Employee will supplies, or equipment to health care service providers, that is in competition in any manner whatsoever with USL. Seller further agrees that for this same period of time, Seller shall not solicit use or disclose to any person who was a customer or entity (except as required by law) any information concerning the names and addresses of the Company or the Bank during the period of the EmployeeUSL’s employment hereunderemployees, customers, or patients, and shall not, on Seller’s behalf or on behalf of any other person or entity, solicit potential customers who are or were identified through leads developed during the course attempt to induce any partner, employee, customer, or patient of employment USL to cease such person’s commercial relationship with the Company or the BankUSL, or otherwise divert interfere with the relationship between or attempt among USL and its patients, customers, employees and/or partners. This covenant shall be construed as an agreement ancillary to divert any existing business the other provisions of this Agreement. Without limiting other possible remedies to USL for breach of this covenant, Seller agrees that injunctive or other equitable relief will be available to enforce the Company or covenants of this provision, such relief to be without the Bank within any area necessity of 100 miles of any office or facility of the Companyposting a bond, 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, associatingcash, or becoming employed with otherwise. Seller further agrees that if any business restriction contained in this section 10 is held by any court to be unenforceable or activity which is unreasonable, a lesser restriction will be enforced in competition with any services or financial products soldits place and remaining restrictions contained herein will be enforced independently of each other. Seller agrees to pay USL’s and Seller’s own attorneys’ fees, or any business or activity engaged incourt costs, by Company or the Bank. The Employee understands that and expenses in the event of a violation of that USL chooses, in its sole discretion, to enforce 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 courthereunder.

Non-Competition. During As a condition to receiving any benefits pursuant to this Agreement, the Period of Employment hereunder, and in the event Employee agrees that 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, 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 employment and through the reason of termination, the Employee will not solicit any person who was a customer of the Company or the Bank during the period first anniversary of the Employee’s employment hereunderDate of Termination, the Employee shall not engage in or solicit potential customers who are become associated with any Competitive Activity. For purposes of this Section 9, a “Competitive Activity” shall mean any business or were identified through leads developed during the course of employment with other endeavor that engages in any country in which the Company or its subsidiaries have business operations in a business that directly or indirectly competes with all or any substantial part of any of the Bank, or otherwise divert or attempt to divert any existing business of in which the Company or its subsidiaries is engaged at the Bank within any area of 100 miles of any office or facility time of the Company, the Bank or any Employee’s Date of their AffiliatesTermination. The Employee will notshall be considered to have become “engaged” or “associated” with a Competitive Activity if the Employee becomes involved as an owner, employee, officer, director, independent contractor, agent, partner, advisor, lender, or in any other capacity calling for the rendition of the Employee’s personal services, either during the Period of Employment hereunder alone 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 individual, partnership, corporation or activity which other organization that is engaged in a Competitive Activity and the Employee’s involvement relates in any respect to the Competitive Activity of such entity; provided, however, that the Employee shall not be prohibited from owning less than two percent of any publicly traded corporation, whether or not such corporation is in competition with the Company. If, at 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 Agreementtime, 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 Section 9 shall be determined by a court of competent jurisdiction to be unenforceable in part invalid or unenforceable, by reason of it being too great a period of time vague or covering too great a geographical unreasonable as to area, it duration or scope of activity, this Section 9 shall be in full force considered divisible and effect shall become and be immediately amended to only such area, duration and scope of activity as to that period of time or geographical area shall be determined to be reasonable and enforceable by the courtcourt or other body having jurisdiction over the matter, and the Employee agrees that this Section 9 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein.

Non-Competition. During the Period of Employment hereunder, Grantee acknowledges and in the event the Employee’s employment is terminated pursuant to subparagraphs 10.2 or 10.3 hereof, then for the later of agrees that (a) one year thereafter or at all times while Grantee is employed with Employer, Grantee shall pursue all appropriate business opportunities of Employer exclusively through Employer and (b) Employer would be irreparably damaged if Grantee (or, if applicable, any of Grantee’s controlled Affiliates) were to provide services to any Person (including Grantee) engaged in a Restricted Business (as defined below) and that such competition by Grantee (or, if applicable, any of Grantee’s controlled Affiliates) would result in a significant loss of goodwill by Employer. Therefore, Grantee agrees that during the period during commencing on the Effective Date and ending on the second anniversary of the date on which compensation Grantee’s employment with Employer terminates for any reason, Grantee shall not (and, as applicable, shall cause each of Grantee’s controlled Affiliates not to) directly or benefits are being provided pursuant to this Agreement after its terminationindirectly through another Person own any interest in, the Employee will not directly for himself manage, control, participate in (whether as an officer, director, manager, employee, partner, equity holder, member, agent, advisor, individual independent contractor, consultant, representative or herself otherwise), consult with, represent, render services for, or any third party, become engaged in any business or activity which is directly other manner engage in competition with the Restricted Business in any services or financial products sold bygeographic area where EOC Parent, or any business or activity engaged in byEGH and their respective controlled affiliates conducts it; provided, the Company or the Bank, including, without limitation, any business or activity engaged in by any federally or state chartered bank, savings bank, savings that nothing herein shall prohibit Grantee 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 Grantee’s controlled Affiliates. This provision shall , as applicable, from being a passive owner of 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 outstanding capital stock of such institution. During the Period any class 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 corporation 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 entity which is publicly traded so long as Grantee (or any of their Grantee’s controlled Affiliates. The Employee will not, either during the Period of Employment hereunder or for a period of two years thereafter directly for himself or if applicable) does not have any third party, solicit, induce, recruit or cause another person active participation in the employment of the Bank, the Company management 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.other

Non-Competition. During The Grantee covenants and agrees that during the Period Grantee’s Employment and for a period of Employment hereunder, twelve (12) months (and in the event the Employee’s employment is terminated pursuant to subparagraphs 10.2 or 10.3 hereof, then such period shall be tolled on a day-to-day basis for the later of (a) one year thereafter or (b) the period each day 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 Grantee participates in any business or activity which is directly in competition with any services or financial products sold byviolation of the restrictions set forth in this Section 10(a)) following the termination of the Grantee’s Employment, or any business or activity engaged in by, whether such termination occurs at the insistence of the Company or its Affiliates or the BankGrantee (for whatever reason), includingthe Grantee will not, without limitationdirectly or indirectly, alone or in association with others, anywhere in the Territory (as defined below), own, manage, operate, control or participate in the ownership, management, operation or control of, or be connected as an officer, employee, investor, principal, joint venturer, shareholder, partner, director, consultant, agent or otherwise with, or have any financial interest (through stock or other equity ownership, investment of capital, the lending of money or otherwise) in, any business business, venture or activity engaged that directly or indirectly competes, or is in by planning, or has undertaken any federally or state chartered bankpreparation, savings bankto compete, savings and loan association, trust company and/or credit union, and/or any services or financial products sold by such entities, including, without limitation, 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 Business of the Company, the Bank Company or any of their its Immediate Affiliates (any Person who engages in any such business venture or activity, a “Competitor”), except that nothing contained in this Section 10(a) shall prevent the Grantee’s wholly passive ownership of two percent (2%) or less of the equity securities of any Competitor that is a publicly-traded company. For purposes of this Section 10(a), the “Business of the Company or any of its Immediate Affiliates. This provision ” is that of arts and crafts, or framing specialty retailer or wholesaler providing materials, ideas and education for creative activities, or framing, as well as any other business that the Company or any of its Immediate Affiliates conducts or is actively planning to conduct at any time during the Grantee’s Employment, or with respect to the Grantee’s obligations following the termination of the Grantee’s Employment the twelve (12) months immediately preceding the termination of the Grantee’s Employment; provided, that the term “Competitor” shall not restrict include any business, venture or activity whose gross receipts derived from the Employee retail or wholesale sale of arts and crafts, or framing products and services (aggregated with the gross receipts derived from owning the retail and wholesale sale of such products or investing in publicly traded securities of financial institutionsany related business, so long as his venture or her aggregate holdings in any financial institution do not exceed activity) are less than ten percent (10%) of the outstanding capital stock aggregate gross receipts of such institutionbusinesses, ventures or activities. During For purposes of this Section 10(a), the Period “Territory” is comprised of Employment hereunderthose states within the United States, those provinces of Canada, 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 other geographic 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, which the Company or any of their its Immediate Affiliates was doing business or actively planning to terminate do business at any time during the Grantee’s Employment, or with respect to the Grantee’s obligations following his or her employment for termination of Employment the twelve (12) months immediately preceding the termination of the Grantee’s Employment. For purposes of joiningthis Section, associating“Immediate Affiliates” means those Affiliates which are one of the following: (i) a direct or indirect subsidiary of the Company, 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 (ii) a violation of any provision of this Agreement, parent to the Company or the Bank shall have the right to seek injunctive relief, in addition to any other existing rights provided in this Agreement (iii) a direct or by operation indirect subsidiary 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 such 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 courtparent.

Non-Competition. During Grantee acknowledges and agrees that (a) at all times while Grantee is employed with Employer, Grantee shall pursue all appropriate business opportunities of Employer exclusively through Employer and (b) Employer would be irreparably damaged if Grantee (or, if applicable, any of Grantee’s controlled Affiliates) were to provide services to any Person (including Grantee) engaged in a Restricted Business (as defined below) and that such competition by Grantee (or, if applicable, any of Grantee’s controlled Affiliates) would result in a significant loss of goodwill by Employer. Therefore, Grantee agrees that during the Period period commencing on the Effective Date and ending on the second (2nd) anniversary of Employment hereunder, and in the event the Employeedate on which Grantee’s employment with Employer terminates if Grantee’s employment is terminated pursuant to subparagraphs 10.2 by Employer with Cause 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, by Grantee 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 BankGood Reason, or otherwise divert or attempt to divert ending on the date on which Grantee’s employment with Employer terminates for any existing business of the Company or the Bank within any area of 100 miles of any office or facility of the Companyother reason (such period, the Bank “Restricted Period”), to the extent permitted by the New York Canon of Ethics, Grantee shall not (and, as applicable, shall cause each of Grantee’s controlled Affiliates not to) directly or indirectly through another Person own any of their Affiliates. The Employee will notinterest in, either during the Period of Employment hereunder manage, control, participate in (whether as an officer, director, manager, employee, partner, equity holder, member, agent, advisor, individual independent contractor, consultant, representative or for a period of two years thereafter directly for himself otherwise), consult with, represent, render services for, or in any third party, solicit, induce, recruit or cause another person other manner engage in the employment Restricted Business in any geographic area where the Restricted Business of the BankEmployer conducts it; provided, 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 that Grantee’s employment with Employer terminates upon 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.Grantee Non-Renewal (as

Non-Competition. During the Period In consideration of Employment this Agreement, and for other good and valuable consideration provided hereunder, the receipt and in the event the Employeesufficiency of which are hereby acknowledged by Executive, Executive hereby agrees and covenants that, during Executive’s employment is terminated pursuant to subparagraphs 10.2 or 10.3 hereof, then with the Company and for the later a period of (a12) one year thereafter or (b) the period during which compensation or benefits are being provided pursuant to this Agreement after its terminationtwelve months thereafter, 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, directly or indirectly, engage in or become associated with a Competitive Activity. For purposes of this Section 2(b): (i) a “Competitive Activity” means any business or other endeavor involving products or services that are the Bank same or similar to products or services (the “Company Products or Services”) that any business of their Affiliatesthe Company is engaged in providing as of the date hereof or at any time during the Term, provided such business or endeavor is in the United States, or in any foreign jurisdiction in which the Company provides, or has provided during the Term, the relevant Company Products or Services, and (ii) 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 backer, agent, partner, member, advisor, lender, consultant or in any other individual or representative capacity with any individual, partnership, corporation or other organization that is engaged in a Competitive Activity. This provision shall not restrict the Employee from owning Notwithstanding anything else in this Section 2(b:, (i) Executive may become employed by a partnership, corporation or investing other organization that is engaged in publicly traded securities of financial institutions, a Competitive Activity so long as his Executive has no direct or her aggregate holdings indirect responsibilities or involvement in any financial institution do not exceed ten the Competitive Activity, (ii) Executive may own, for investment purposes only, up to five percent (105%) of the outstanding capital stock of any publicly-traded corporation engaged in a Competitive Activity if the stock of such institution. During corporation is either listed on a national stock exchange or on the Period of Employment hereunderNASDAQ National Market System and if Executive is not otherwise affiliated with such corporation, (iii) if Executive’s employment hereunder is terminated by the Company for any reason other than Executive’s death, Disability or Cause, or by Executive for Good Reason, then the restrictions contained in this Section 2(b) shall lapse, and for (iv) Executive shall only be subject to the restrictions contained in this Section 2(b) to the extent the activity that would otherwise be prohibited by this section poses 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 reasonable competitive threat 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, which determination shall be made by 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 courtgood faith.

Non-Competition. During Each Management Holder hereby acknowledges that it is familiar with 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 Confidential Information (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%defined below) of the outstanding capital stock of such institutionCompany and its Subsidiaries. During the Period of Employment hereunder, Each Management Holder acknowledges 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 agrees that the Company or the Bank during the period of the Employee’s employment hereunder, or solicit potential customers who are or would be irreparably damaged if such Management Holder were identified through leads developed during the course of employment to provide services to any Person competing 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 its Affiliates or Subsidiaries or engaged in a similar business and that such competition by such Management Holder would result in a significant loss of goodwill by the Company. Therefore, each of the Management Holders agrees that during the period commencing on the date hereof and ending on the later of (i) the first anniversary of the date on which such Management Holder ceases to terminate his be a Holder of Common Shares, (ii) the second anniversary of the Repurchase Event of such Management Holder and (iii) the date on which such Management Holder ceases to receive any payments related to salary, bonus 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, severance from the Company or the Bank shall have the right to seek injunctive reliefany of its Subsidiaries (or, in addition the case of any payment made in a lump sum, the expiration of the period to which such payment relates) (the “Non-Compete Period”), such Management Holder shall not (and shall cause each of his or its Affiliates not to) directly or indirectly own any other existing rights provided interest in, manage, control, participate in this Agreement (whether as an officer, director, manager, employee, partner, equityholder, member, agent, representative or by operation of lawotherwise), without the requirement of posting bond. The remedies provided in this paragraph shall be in addition to any legal consult with, render services for, or equitable remedies existing at law or provided for in any other agreement between manner engage in any business engaged directly or indirectly, anywhere in the Employeeworld, in the Bank business of the Company and its Subsidiaries as currently conducted 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 proposed to be unenforceable conducted as of the Repurchase Event of such Management Holder; provided, that nothing herein shall prohibit any of the Management Holders or their Affiliates from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded so long as none of such Persons has any active participation in part by reason the business 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 corporation.

Non-Competition. During the Period of Employment hereunder, Grantee acknowledges and in the event the Employee’s employment is terminated pursuant to subparagraphs 10.2 or 10.3 hereof, then for the later of agrees that (a) one year thereafter or at all times while Grantee is employed with the Company Group, Grantee shall pursue all appropriate business opportunities of the Company Group exclusively through the Company Group and (b) the Company Group would be irreparably damaged if Grantee (or, if applicable, any of Grantee’s controlled Affiliates) were to provide services to any Person (including Grantee) engaged in a Restricted Business (as defined below) and that such competition by Grantee (or, if applicable, any of Grantee’s controlled Affiliates) would result in a significant loss of goodwill by the Company Group. Therefore, Grantee agrees that during the period during commencing on the Effective Date and ending on the first (1st) anniversary of the date on which compensation Grantee or benefits are being provided pursuant any Grantee’s Affiliates cease to this Agreement after its terminationbe direct or indirect members of EOC Parent or, if earlier, the Employee will first (1st) anniversary of the date on which Grantee’s employment or services with the Company Group terminates for any reason, Grantee shall not (and, as applicable, shall cause each of his controlled Affiliates not to) directly for himself or herself indirectly through another Person own any interest in, manage, control, participate in (whether as an officer, director, manager, employee, partner, equity holder, member, agent, advisor, individual independent contractor, consultant, representative or any third partyotherwise), become engaged consult with, represent, render services for, or in any business or activity which is directly other manner engage in competition with the Restricted Business in any services or financial products sold by, or any business or activity engaged in by, geographic area where the Company or the BankGroup conducts it; provided, including, without limitation, any business or activity engaged in by any federally or state chartered bank, savings bank, savings that nothing herein shall prohibit Grantee (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 his controlled Affiliates. This provision shall , as applicable) from (i) being a passive owner of 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 outstanding capital stock of such institution. During the Period any class 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 corporation 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 entity which is publicly traded so long as Grantee (or any of their Grantee’s controlled Affiliates. The Employee will not, either during the Period of Employment hereunder or for a period of two years thereafter directly for himself or if applicable) does not have any third party, solicit, induce, recruit or cause another person active participation in the employment management or other business of the Banksuch corporation or entity or (ii) being employed by or otherwise providing services to any corporation or entity, the Company a division or any subsidiary 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.engaged

Non-Competition. During A. Employee is familiar with the Period business 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 commercial and competitive nature of the industry, and with his extraordinary and unique services and abilities which enable him to seek and obtain similar employment in the broadcast industry. Employee recognizes that the value of Company's business would be injured if Employee obtained comparable employment with 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 Company's competitors which own broadcast properties within any financial institution do not exceed ten percent (10%) of the outstanding capital stock markets in which the Company owns broadcast properties as of such institutionthe day on which this Agreement expires/terminates or as of the day before a Change of Control is consummated, whichever is applicable. During the Period For purposes of Employment hereunder, and for a period of two years thereafter no matter the reason of terminationthis Section 12A, the Employee will not solicit any person who was day before a customer Change of Control shall be applicable for determining limitations on broadcast markets if this Agreement terminates as a direct or indirect result of the Company or the Bank during the period Change 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 CompanyControl; otherwise, the Bank day before the Agreement expires/terminates shall be the applicable date for these purposes. Employee further recognizes that such injury could not be reasonably or any adequately compensated by monetary compensation. For these reasons, upon the expiration/termination of their Affiliates. The this Agreement under either Section 8 or 9, Employee will not, either during the Period of Employment hereunder or for a period equal to the number of two years thereafter directly months for himself which severance benefits are payable to Employee under either Section 8B or 9B(3), but not more than one (1) year (the "Non-Competition Term"), perform services for any third party, solicit, induce, recruit other person or cause another person entity in the employment any broadcast market in which Company owns any broadcast properties as of the Bankday on which this Agreement expires/terminates or as of the day before a Change of Control is consummated, 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 whichever is in competition with any services or financial products sold, or any business or activity engaged in, by Company or the Bankapplicable. 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 Nothing in this Section 12 shall prevent Employee from performing services, during the Non-Competition Term, for any person or entity in broadcast markets in which Company owns no broadcast properties as of the day on which this Agreement expires/terminates or by operation as of lawthe day before a Change of Control is consummated, without the requirement of posting bondwhichever is applicable. The remedies provided in Furthermore, 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 12 shall not be construed as prevent Employee from performing services during the Non-Competition Term in broadcast markets in which the acquiring company owns broadcast properties on the day before a limitation upon, or as an alternative or in lieu of, any such remedies. If any provisions Change 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 courtControl becomes effective.

Non-Competition. During At all times while the Executive is employed by the Company and for any Post- Employment Non-Compete Period (defined below) elected by the Company, the Executive shall not, directly or indirectly, engage in or have any interest in any sole proprietorship, partnership, corporation or business or any other person or entity (whether as an employee, officer, director, partner, agent, security holder, creditor, consultant or otherwise) that directly or indirectly (or through any affiliated entity) engages in competition with the Company (based on the business in which the Company was engaged or was actively planning on being engaged as of Employment hereunder, and in the event date of termination of the Employee’s employment is terminated pursuant to subparagraphs 10.2 or 10.3 hereof, then for and in the later of (a) one year thereafter or (b) the period during geographic areas in 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 operated 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 was actively planning on operating as of deposits, the provision date 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 termination of the Company, the Bank or any of their Affiliates. This Employee’s employment); provided that such provision shall not restrict apply to the Employee from owning or investing in publicly traded securities Executive’s ownership 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 Common Stock of the Company or the Bank during acquisition by the period Executive, solely as an investment, of securities of any issuer that is registered under Section 12(b) or 12(g) of the Employee’s employment hereunderSecurities 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 solicit potential customers who are any similar system or were identified through leads developed during automated dissemination of quotations of securities prices in common use, so long as the course Executive does not control, acquire a controlling interest in or become a member of employment with a group which exercises direct or indirect control or, more than five percent of any class of capital stock of such corporation. As used herein, the “Post Employment Non- Compete Period” shall be any period up to one year immediately following the Termination Date that the Company or may elect, in its complete discretion, to be subject to the Bankrestrictive covenant set forth in this Section 6.1. For the avoidance of doubt, or otherwise divert or attempt to divert any existing business of the Company may elect not to have any Post Employment Non-Compete Period apply. Within 10 days after the Termination Date, the Company shall notify Executive in writing whether or not it is electing to impose a Post Employment Non-Compete Period and, if applicable, the Bank within any area of 100 miles duration of any office or facility of such period. During any Post Employment Non-Compete Period elected by the Company, the Bank or any of their Affiliates. The Employee will notCompany shall continue to pay Executive his Base Salary hereunder, 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 same amount and manner as if Executive was still 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 (b) the period during which compensation or benefits are being provided pursuant to Provided that this Agreement after its terminationhas not been breached by the Corporation, the Employee will agrees that he shall not directly for himself at any time prior to one (1) year after the expiration or herself termination of his employment with the Corporation, own, manage, operate, be a director or an employee of, or a consultant to any third partyperson, become business, corporation, partnership, trust, limited liability company or other firm or enterprise ("PERSON") which is engaged in marketing, selling or distributing products or in developing product candidates in the United States which are directly competitive with products or product candidates in development as evidenced by the current written product development plan and/or business plan of the Corporation at the time of termination of the Employee's employment and/or described in the Corporation's most recent filing on Form 10-K with the Securities and Exchange Commission as of the date of the termination of the Employee's employment. If any business or activity which is directly in competition with any services or financial products sold byof the provisions of this section, or any business part thereof, is hereinafter construed to be invalid or activity engaged in byunenforceable, the Company same shall not affect the remainder of such provision or the Bankprovisions, includingwhich shall be given full effect, without limitation, regard to the invalid portions. If 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 provisions 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 soldthis section, or any business or activity engaged inpart thereof, by Company is held to be unenforceable because of the duration of such provision, the area covered thereby or the Bank. The Employee understands that in the event type of a violation of any provision of this Agreementconduct restricted therein, the Company or parties agree that the Bank court making such determination shall have the right power to seek injunctive reliefmodify the duration, in addition to geographic area and/or other terms of such provision and, as so modified, said provision shall then be enforceable. In the event that the courts of any other existing rights provided in this Agreement one or by operation of law, without the requirement of posting bond. The remedies provided in this paragraph more jurisdictions shall be in addition to any legal hold such provisions wholly 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 partially unenforceable in part by reason of it being too great a period of time the scope thereof or covering too great a geographical areaotherwise, it shall be is the intention of the parties hereto that such determination not bar or in full force and effect any way affect the Corporation's right to the relief provided for herein in the courts of any other jurisdictions as to that period breaches or threatened breaches of time or geographical area determined such provisions in such other jurisdictions, the above provisions as they relate to be reasonable by the courteach jurisdiction being, for this purpose, severable into diverse and independent covenants.

Non-Competition. During (a) In consideration of the Period benefits of Employment hereunder, this Agreement to the Principal Stockholder and in order to induce RCGI to enter into this Agreement, the event Principal Stockholder hereby covenants and agrees that from and after the Employee’s employment is terminated pursuant to subparagraphs 10.2 or 10.3 hereof, then for Closing and until the later of (ai) the third anniversary of the Closing Date and (ii) one (1) year thereafter or (b) after the period during which compensation or benefits are being provided pursuant to this Agreement after its terminationtermination of the Principal Stockholder's employment by the Company, the Employee will Principal Stockholder shall not, and shall cause any employee or Affiliate not to, directly for himself or herself indirectly, as a partner, stockholder, director, consultant, joint venturer, investor or any third party, become engaged in any business or activity which is directly in competition with any services or financial products sold byother capacity, engage in, or any business own, manage, operate or activity engaged control, or participate in bythe ownership, the Company management, operation or the Bank, including, without limitationcontrol of, any business or activity entity which engages anywhere in the United States of America in (x) the sale of crop production inputs and services at retail or (y) the sale of the crop production inputs set forth in Schedule 6.2.2 at wholesale (a "Competing Business"); provided, however, that nothing herein shall prohibit the Principal Stockholder from (i) owning not more than 5.0% of any class of securities of a publicly traded entity in a Competing Business, (ii) acquiring and following such acquisition, actively engaging in, any business enterprise partially 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 institutionsCompeting Business, so long as his or her aggregate holdings in any financial institution do not exceed ten percent (10%) more than 20% of the outstanding capital stock fair market value of such institution. During business, as determined in good faith by the Period of Employment hereunderPrincipal Stockholder and certified to RCGI by the Principal Stockholder, is attributable to such Competing Business, or (iii) acquiring, and for following such acquisition, actively engaging in, any business enterprise partially engaged in a period of two years thereafter no matter the reason of terminationCompeting Business, the Employee will not solicit any person who was a customer provided that if more than 20% of the Company fair market value of such business, as determined in good faith by the Principal Stockholder and certified to RCGI by the Principal Stockholder, is attributable to such Competing Business, then such business shall divest itself of the subsidiary, division, group, franchise or segment which engages in such Competing Business as soon as practicable after the date of such acquisition, and provided, further, that with respect to any purchase intended to be accounted for as a pooling of interests under GAAP or treated for federal income tax purposes as a tax-free reorganization, no such divestiture shall be required until, in the reasonable opinion of the acquiror, such divestiture would no longer endanger the accounting of such acquisition as a pooling of interests under GAAP 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 treatment 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 federal income tax 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 such acquisition 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 courttax-free reorganization.

Non-Competition. During (a) For a period commencing on the Period of Employment hereunderClosing Date and terminating on the third anniversary thereof (the "PERIOD"), as an inducement to Buyer to execute this Agreement and complete the transactions contemplated hereby, and in order to preserve the event goodwill associated with the Employee’s employment Company, Seller will not (1) engage in, continue in, participate in or have any interest in any sole proprietorship, partnership, corporation or business that is terminated pursuant engaged primarily or in any material respect in the business of the manufacture, sale or distribution of pressure sensitive and water activated tape and industrial electrical tape serving either the retail or industrial end markets (the "PROHIBITED BUSINESS") in North America (the "TERRITORY"), (2) consult with, advise or assist in any way, whether or not for consideration, any corporation, partnership, firm or other business organization which is now or becomes a competitor of Buyer in any aspect with respect to subparagraphs 10.2 the Prohibited Business, including, but not limited to, with respect to the Prohibited Business, advertising or 10.3 hereofotherwise endorsing the products of any such competitor, then soliciting customers or otherwise serving as an intermediary for the later any such competition or engaging in any form of (a) one year thereafter business transaction on other than an arms'-length basis with any such competitor; or (b3) unless Buyer has terminated such employee, solicit for employment any employee of the period during which compensation Company, without the prior consent of Buyer; PROVIDED, HOWEVER, that nothing herein shall be deemed to prevent (i) Seller from acquiring through market purchases and owning, solely as an investment, less than five percent of the equity securities of any class of any issuer whose shares are registered under Section 12(b) or benefits 12(g) of the Exchange Act, and are being provided pursuant to this Agreement after its terminationlisted or admitted for trading on any United States national securities exchange or are quoted on the Nasdaq National Market, the Employee will not directly for himself or herself or any third partysimilar system of automated dissemination of quotations of securities prices in common use, become so long as Seller is not a member of any "control group" (within the meaning of the rules and regulations of the United States Securities and Exchange Commission) of any such issuer, (ii) any offer by Seller to employ a person in the Prohibited Business (except as set forth in this Section); or (iii) Seller from being acquired by a person engaged in any business or activity which is directly in competition with the Prohibited Business of the Company. The parties agree that Buyer may sell, assign or otherwise transfer this covenant not to compete, in whole or in part, to any services person, corporation, firm or financial products sold byentity that may hereafter own the Company Shares or succeeds to the business. The parties further agree that the geographic scope of this covenant not to compete shall extend to any city, county or other political subdivision of any country in the Territory, each of which is deemed to be separately named herein. Recognizing the specialized nature of the business or activity engaged in bytransferred to Buyer and the scope of competition, the Company or and Seller each acknowledge 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 geographic scope 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 this covenant 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 Affiliatescompete to be reasonable. The Employee will not, either during parties intend that 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 covenant contained in this Agreement or by operation of law, without the requirement of posting bond. The remedies provided in this paragraph Section 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 uponseries of separate covenants, one for each city, county or as an alternative or political subdivision of each country in lieu ofthe Territory, any each of which is deemed to be separately named herein, each for a series of one-year periods within the Period. Except for geographic coverage and periods of effectiveness, each such remediesseparate covenant shall be identical in terms. If in any provisions judicial proceeding a court shall refuse to enforce any of the separate covenants deemed included in this paragraph Section, then such unenforceable covenant shall be determined by deemed eliminated for the purpose of that proceeding to the extent necessary to permit the remaining separate covenants to be enforced. In the event a court of competent jurisdiction determines that the provisions of this covenant not to be unenforceable in part by reason of it being too great a period of time compete are excessively broad as to duration, geographic scope or covering too great a geographical areaactivity, it is expressly agreed that this covenant not to compete shall be construed so that the remaining provisions shall not be affected, but shall remain in full force and effect as to that period effect, and any such over broad provisions shall be deemed, without further action on the part of time or geographical area determined any person, to be reasonable by modified, amended and/or limited, but only to the courtextent necessary to render the same valid and enforceable in such jurisdiction.

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 For a period of two (2) years commencing on the Closing Date (the “Restricted Period”), Seller Parent shall not, and shall not permit any other Restricted Party to, directly or indirectly, (i) engage in the Exploitation of any (A) intravenous small molecule anti-hypertensive agent, (B) intravenous small molecule antiplatelet agent or (bC) intravenous direct thrombin inhibitor anywhere in the period during which compensation world (the “Restricted Business”) or benefits are being provided pursuant to (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in any capacity, including as a partner, shareholder, member, principal, agent, trustee or consultant; provided, however, that, notwithstanding the foregoing, this Agreement after its termination, the Employee will Section 9.10(a) shall not directly for himself or herself prohibit Seller Parent 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 other Restricted Party or any of their Affiliates. This provision shall not restrict the Employee respective Affiliates from (i) acquiring or owning or investing in securities of a Person whose securities are publicly traded on a recognized securities exchange or quotation system representing not in excess of financial institutionsfive percent (5%) of any class of such securities; (ii) after giving effect to the Transactions, so long as his or her aggregate holdings continuing to engage in any financial institution do business currently conducted by any Restricted Party or any of their respective Affiliates, whether or not exceed ten any one or more products or services associated with such business activities might be deemed to be competitive in some manner with the Restricted Business, including, for the avoidance of doubt, the Exploitation of the products and product candidates of Seller Parent and its Subsidiaries other than the Products and the utilization of the Excluded Assets, but excluding the development or commercialization of any product candidate competitive in some manner with the Restricted Business, it being understood and agreed that the product candidates set forth on Schedule 9.10 are not competitive with the Restricted Business; (iii) purchasing products or services from, or selling products or services to, or otherwise engaging in a subcontracting or commercial relationship with, an entity that is engaged in a Restricted Business; (iv) performing its obligations under this Agreement or any Ancillary Agreement or otherwise taking actions in connection with the winding up of the Business; (v) acquiring any Person (or any interest therein), including through the creation of any joint venture or partnership, that engages, directly or indirectly, in a Restricted Business, if (x) in its last full fiscal year prior to such acquisition, the consolidated revenues of such Person from the Restricted Business constituted less than twenty percent (1020%) of the outstanding total consolidated revenues of such Person, or (y) in its last full fiscal year prior to such acquisition, the consolidated revenues of such Person from the Restricted Business constituted less than thirty-five percent (35%) of the total consolidated revenues of such Person and, following such acquisition, the applicable Restricted Party uses, until the expiration of the Restricted Period, reasonable best efforts to sell that portion of the business of such Person as constitutes a Restricted Business; or (vi) acquiring rights to any product (whether by purchase, license or otherwise) that may be used in a Restricted Business, as long as either such product is not so employed or is a product that falls within the exception set forth in clause (v) of this sentence as if any such product was an acquired Person for purposes of such clause (v). For the avoidance of doubt, this Section 9.10(a) shall not bind any purchaser of all or substantially all of Seller Parent’s capital stock of such institution. During the Period of Employment hereunderor assets, and for a period of two years thereafter no matter the reason of terminationwhether by merger, the Employee will not solicit any person who was a customer of the Company asset sale, stock sale 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 courtotherwise.

Non-Competition. During Provided the Period of Employment Company is not in default hereunder, in consideration of the Company's promise to disclose, and in disclosure of, its Confidential Information and other good and valuable consideration provided hereunder, the event the receipt and sufficiency of which are hereby acknowledged by Employee’s employment is terminated pursuant to subparagraphs 10.2 or 10.3 hereof, then for Employee hereby agrees and covenants that until the later of (a) one year thereafter the last day of the Term or (b) until 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 byEmployee's date of termination of, or any business or activity engaged in byresignation from, employment from the Company or any of its subsidiaries or affiliates for any reason, including the Bankexpiration of the Term (the “Restricted Period”), includingEmployee shall not, without limitationdirectly or indirectly, engage in, assist or become associated with a Competitive Activity. For purposes of this Section 2(b): (i) a “Competitive Activity” means, at the time of Employee's termination, any business or activity engaged other endeavor in any jurisdiction 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 its subsidiaries or affiliates (or demonstrably anticipated by the Employee from owning Company or investing in publicly traded securities of financial institutions, so long as his its subsidiaries or her aggregate holdings affiliates in any jurisdiction as of the Effective Date or at any time thereafter); and (ii) Employee shall be considered to have become “associated with a Competitive Activity” if Employee becomes directly or indirectly involved as an owner, principal, employee, officer, director, independent contractor, representative, stockholder, financial institution do not exceed ten percent backer, agent, partner, advisor, lender, or in any other individual or representative capacity with any individual, partnership, corporation or other organization that is engaged in a Competitive Activity. Notwithstanding the foregoing, (10%i) Employee may make and retain investments during the Restricted Period, for investment purposes only, in less than 5% of the outstanding capital stock of any publicly-traded corporation engaged in a Competitive Activity if stock of such institution. During corporation is either listed on a national stock exchange or on the Period of Employment hereunder, and for a period of two years thereafter no matter the reason of termination, the NASDAQ National Market System if Employee will is 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 otherwise affiliated with such corporation is not directly involved 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 direction 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 management 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.entity;

Non-Competition. During Each of the Period of Employment hereunder, Members hereby acknowledges that the Company and MLP operate in a competitive business and compete with other Persons operating in the event midstream segment of the Employee’s employment is terminated pursuant to subparagraphs 10.2 or 10.3 hereof, then oil and gas industry for acquisition opportunities. Each of the later of (a) one year thereafter or (b) Members agrees that during the period during that it is a Member, it shall not, directly or indirectly, use any of the confidential information it receives as a Member or which compensation or benefits are being provided pursuant its designee receives as a Director of the Company 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 bycompete, or any business to engage in or activity engaged become interested financially in byas a principal, the Company or the Bankemployee, includingpartner, without limitationshareholder, any business or activity engaged in by any federally or state chartered bankagent, savings bankmanager, savings and loan associationowner, trust company and/or credit unionadvisor, and/or any services or financial products sold by such entitieslender, 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 guarantor of any office or facility of Person that competes in North America with the business conducted by the Company, Plains AAP, PAA GP and the Bank or any MLP. Each of their Affiliatesthe Members also acknowledge that EnCap Investments L.L.C. and Persons that it controls (“EnCap”), Xxxxx Xxxxxxxx Capital Advisors L.P. and its Affiliates (“Xxxxx Xxxxxxxx”) and Wachovia and its affiliates may make and manage investments in the energy industry in the ordinary course of business (such investments “Institutional Investments”). This provision shall not restrict The Members agree that EnCap, Xxxxx Xxxxxxxx and Wachovia and its affiliates may make Institutional Investments, even if such Institutional Investments are competitive with the Employee from owning or investing in publicly traded securities of financial institutionsCompany’s and its Subsidiaries’ business, so long as his or her aggregate holdings such Institutional Investments are not in any financial institution do not exceed ten percent (10%) violation of the outstanding capital stock provisions of such institution. During Section 12.6 or the Period second sentence of Employment hereunder, and for a period this Section 13.1 or obligations owed to the Company under applicable law with respect to usurpation of two years thereafter no matter the reason of termination, the Employee will not solicit any person who was a customer of an opportunity legally belonging to the Company or the Bank during the period its Subsidiaries. Each of the Employee’s employment hereunder, or solicit potential customers who Members confirms that the restrictions in this Section 13.1 are or were identified through leads developed during reasonable and valid and all defenses to the course of employment with the Company or the Bank, or otherwise divert or attempt to divert any existing business strict enforcement thereof are hereby waived by each 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 AffiliatesMembers. The Employee will not, either during restrictions contained in this Section 13.1 shall in no way impair the Period of rights granted (i) to Xxxxx X. Xxxxxx pursuant to the Xxxxxx Employment hereunder Agreement 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 (ii) 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 Xxxx X. Xxxxxxx pursuant 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 employment agreement between the EmployeeXxxxxxx and Plains Resources, 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.Inc.

Non-Competition. During The Optionee covenants and agrees that during the Period Optionee’s Employment and for a period of Employment hereunder, twelve (12) months (and in the event the Employee’s employment is terminated pursuant to subparagraphs 10.2 or 10.3 hereof, then such period shall be tolled on a day-to-day basis for the later of (a) one year thereafter or (b) the period each day 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 Optionee participates in any business or activity which is directly in competition with any services or financial products sold byviolation of the restrictions set forth in this Section 5(a)) following the Optionee’s termination of Employment, or any business or activity engaged in by, whether such termination occurs at the insistence of the Company or its Affiliates or the BankOptionee (for whatever reason), includingthe Optionee will not, without limitationdirectly or indirectly, alone or in association with others, anywhere in the Territory (as defined below), own, manage, operate, control or participate in the ownership, management, operation or control of, or be connected as an officer, employee, investor, principal, joint venturer, shareholder, partner, director, consultant, agent or otherwise with, or have any financial interest (through stock or other equity ownership, investment of capital, the lending of money or otherwise) in, any business business, venture or activity engaged that directly or indirectly competes, or is in by planning, or has undertaken any federally or state chartered bankpreparation, savings bankto compete, savings and loan association, trust company and/or credit union, and/or any services or financial products sold by such entities, including, without limitation, 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 Business of the Company, the Bank Company or any of their Affiliates. This provision its Immediate Affiliates (any Person who engages in any such business venture or activity, a “Competitor”), except that nothing contained in this Section 5(a) shall not restrict prevent the Employee from owning Optionee’s wholly passive ownership of two percent (2%) or investing in publicly traded less of the equity securities of financial institutionsany Competitor that is a publicly-traded company. For purposes of this Section 5(a), so long the “Business of the Company or any of its Immediate Affiliates” is that of arts and crafts specialty retailer providing materials, ideas and education for creative activities, as well as any other business that the Company or any of its Immediate Affiliates conducts or is actively planning to conduct at any time during the Optionee’s Employment, or with respect to the Optionee’s obligations following his or her aggregate holdings in termination of Employment the twelve (12) months immediately preceding the Optionee’s termination of Employment; provided, that the term “Competitor” shall not include any financial institution do not exceed business, venture or activity whose gross receipts derived from the retail sale of arts and crafts products (aggregated with the gross receipts derived from the retail sale of arts and crafts projects of any related business, venture or activity) are less than ten percent (10%) of the outstanding capital stock aggregate gross receipts of such institutionbusinesses, ventures or activities. During For purposes of this Section 5(a), the Period “Territory” is comprised of Employment hereunderthose states within the United States, those provinces of Canada, 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 other geographic 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, which the Company or any of their its Immediate Affiliates was doing business or actively planning to terminate do business at any time during the Optionee’s Employment, or with respect to the Optionee’s obligations following his or her employment for termination of Employment the twelve (12) months immediately preceding the Optionee’s termination of Employment. For purposes of joiningthis Section, associating“Immediate Affiliates” means those Affiliates which are one of the following: (i) a direct or indirect subsidiary of the Company, 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 (ii) a violation of any provision of this Agreement, parent to the Company or the Bank shall have the right to seek injunctive relief, in addition to any other existing rights provided in this Agreement (iii) a direct or by operation indirect subsidiary 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 such 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 courtparent.

Non-Competition. During For a period of eighteen (18) months from the Period of Employment hereunderClosing Date (the “Non-Competition Period”), Seller shall not, and shall cause its Subsidiaries (other than the Transferred Subsidiaries) not to, directly or indirectly, anywhere in the United States or within any other geographical area or territory in the world where the Business is presently being conducted, engage in the business of owning, licensing, developing, marketing, manufacturing, producing, selling or distributing intelligent bandwidth management solutions software and related products and services currently constituting the Business (the “Restricted Business”); provided, however, that in no event shall the Employee’s employment is terminated pursuant Restricted Business be deemed to subparagraphs 10.2 or 10.3 hereof, then for include 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 IQ Stream Business or any third partyextension thereof. Notwithstanding the foregoing, 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 nothing herein shall prohibit Seller or any of their Affiliates. This provision shall not restrict its Subsidiaries (other than the Employee Transferred Subsidiaries) from (i) owning or investing in publicly traded shares of any class of securities of financial institutions, so long as his Tejas Networks India Private Limited or her aggregate holdings in any financial institution do successor thereto representing not exceed ten more than fifteen percent (1015%) of the outstanding capital equity interests thereof (not taking into account any reduction in outstanding equity interests due to any stock buyback or otherwise), (ii) being a passive owner 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 more than three percent (3%) 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 outstanding shares of any office class of securities of a Person that, directly or facility of indirectly, engages in the CompanyRestricted Business, the Bank (iii) performing services for, licensing patents to or receiving services from Buyer or any of their Affiliates. The Employee will notits Affiliates pursuant to the Related Agreements, either during (iv) acquiring, and after such acquisition, owning an interest in another Person (or its successor) who is engaged, directly or indirectly, in the Period Restricted Business if such Restricted Business generated less than the lesser of Employment hereunder Seven Million Five Hundred Thousand Dollars ($7,500,000.00) of total consolidated annual revenues and fifteen percent (15%) of such Person’s total consolidated annual revenues, in the last completed fiscal year; provided, that Seller sells, terminates or for otherwise disposes of such Restricted Business within one (1) year, or (v) selling products to, servicing, soliciting or receiving products or services from or otherwise engaging in any commercial activities with (in each case, in the ordinary course of business) a period of two years thereafter directly for himself Person engaged in the Restricted Business or any third partycustomer, solicitsupplier, induce, recruit licensor or cause another person licensee of the Restricted Business or Buyer so long as neither Seller nor any of its Subsidiaries engages in or participates 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 courtRestricted Business.

Non-Competition. During Developer acknowledges and agrees that Friendly's has invested a substantial amount of time and money in developing the Period of Employment hereunder, System and in the event confidential information associated therewith (the Employee’s employment is terminated pursuant "Confidential Information") and that Friendly's would be unable 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 protect its terminationSystem, the Employee Confidential Information and trade secrets against unauthorized use or disclosure and would be unable to encourage a free exchange of ideas and information among Friendly's and its licensees if prospective licensees or licensees were permitted to hold interests in or perform services for any competing business and that the following restrictions are reasonably required in order to protect Friendly's information, marketing strategies, operating policies and other elements of the System from unauthorized appropriation and to ensure that Developer is using its best efforts in employing its financial and management resources effectively to meet and exceed the minimum and target development schedule set forth in this Agreement. Therefore, Developer agrees that, during the term of this Agreement, neither Developer nor any of its corporate parent, subsidiaries or their affiliates will not directly for himself have any direct or herself indirect legal or any third party, become engaged beneficial interest or perform services in any business which owns, operates, licenses, franchises or activity develops any restaurant concept which both (i) has sit down, table service, and (ii) is a mid-scale priced, family style restaurant, coffee shop or ice cream/frozen yogurt shoppe (as defined by CREST operators list as of June 1, 1997) including but not limited to Denny's Shoney's Big Boy, Country Kitchen, Xxx Xxxxx, Cracker Barrel, IHOP, Village Inn, Waffle House, Dairy Queen, Xxxxxxx'x, Xxxxxx, Xxxxxx Xxxxxxx, TCBY or similar. Notwithstanding the above, a restaurant concept which is directly in competition with any services a mid-scale priced family style restaurant will be deemed competitive if frozen deserts comprise 5% 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 more of the Company, the Bank or sales mix as measured on any of their Affiliatessix (6) month basis. 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 Developer further agrees that for a period of two (2) years thereafter no matter after the reason of termination, the Employee will not solicit any person who was a customer of the Company termination 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 expiration of this Agreement, Developer and all of such persons will be subject to the Company same restriction on competing activities (i) within the Territory and (ii) within the trade area (as reasonably determined by Friendly's) of any Friendly's Restaurant currently operated by Friendly's or the Bank shall have the right any licensee, but in no event within a radius of three (3) miles from any such restaurant. Developer further acknowledges that this paragraph confers no exclusivity on Developer with respect to seek injunctive relief, in addition to any other existing rights provided in this Agreement or by Developer's further operation of law, without any Restaurant within the requirement Territory after the expiration or termination of posting bondthis Agreement. The remedies provided in restrictions of 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 shall not be construed as applicable to the Friendly's Restaurants operated under franchise agreements between Developer and Friendly's, to the ownership of shares of a limitation uponclass of securities listed on a stock exchange or traded on the over-the-counter market that represent five percent (5%) or less of the numbers of shares of that class of securities issued and outstanding, or as an alternative or in lieu of, to any such remedies. If any provisions of this paragraph shall be determined restaurants franchised 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 Wendy's International and effect as to that period of time or geographical area determined to be reasonable operated by the courtcorporate parent or any affiliate of Developer.

Non-Competition. During The Executive agrees that the Period of Employment hereunderExecutive will not, and in during the event the Employee’s employment is terminated pursuant to subparagraphs 10.2 "Restrictive Period", as defined below, engage in, or 10.3 hereof, then for the later of (a) one year thereafter otherwise directly 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 indirectly be employed by, or any business act as a consultant or activity engaged in bylender to, or be a director, officer, employee, owner, co-venturer, member or partner of, or use or expressly permit the Company or the Bank, including, without limitationExecutive's name to be used by (collectively an "Engagement With"), any business, entity or organization which has a primary line of business or activity engaged in by any federally or state chartered bank(i.e. representing more than 4.9% of its revenue) involving the sale at retail, savings bank, savings and loan association, trust company and/or credit unionwhether from store locations, and/or any services by or financial products sold by such entitiesfrom direct mail, includingcatalogues and/or websites, without limitationof party goods and/or supplies anywhere in the United States (a "Competing Entity"); provided, however, that in each case the taking and accepting provisions of deposits, this Section 8(a) will not be deemed breached merely because 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 Executive owns 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 five percent (105.0%) of the outstanding capital common stock of a Competing Entity, if, at the time of its acquisition by the Executive, such institution. During stock is listed on a national securities exchange, is reported on NASDAQ, or is regularly traded in the Period over-the-counter market by a member of Employment hereundera national securities exchange; and provided, and further, however, that, subject to the provisions of Section 8(b), nothing herein shall prevent the Executive from working for a period business segment or department of two years thereafter no matter the reason of terminationa Competing Entity, or a subsidiary, division or other entity that controls or is controlled by a Competing Entity if (and only if), the Employee will not solicit any person who was a customer business segment or department of the Company Competing Entity for which the Executive provides services, or the Bank during subsidiary, division or other entity by which the period of Executive has an Engagement With (as the Employee’s employment hereundercase may be), or solicit potential customers who are or were identified through leads developed during the course of employment (1) does not itself compete 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 (2) the Executive does not be construed as a limitation uponprovide any services, advice, assistance and/or guidance to any business segment or department, subsidiary, division, or as an alternative or other entity of the Competing Entity which competes with the Company. As used in lieu of, any such remedies. If any provisions of this paragraph Section the "Restrictive Period" shall be determined (i) the period the Executive is employed by a court the Company and (ii) the period of competent jurisdiction one (1) year after the Executive ceases to be unenforceable employed by the Company for any reason, or, in part by reason the case of it being too great a the Executive's Engagement With any Competing Entity that operates retail stores which are located in any states where the Company has retail stores on the date of the Executive's cessation of employment, the period of time or covering too great a geographical area, it shall be in full force and effect as to that eighteen (18) months period of time or geographical area determined after the Executive ceases to be reasonable employed by the courtCompany for any reason.

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 Provided that this Agreement after its terminationhas not been breached by the Corporation, the Employee will agrees that he shall not directly for himself at any time prior to one (1) year after the expiration or herself termination of his employment with the Corporation, own, manage, operate, be a director or an employee of, or a consultant to any third partyperson, become business, corporation, partnership, trust, limited liability company or other firm or enterprise ("Person") which is engaged in any marketing, selling or distributing products or in developing product candidates in the United States which are directly competitive with products or product candidates in development as evidenced by the current written product development plan and/or 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 plan of the Company, Corporation at the Bank or any time 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%) termination of the outstanding capital stock of such institution. During Employee's employment and/or described in the Period of Employment hereunder, Corporation’s most recent filing on Form 10-K with the Securities 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 Exchange Commission as of the Company or date of the Bank during the period 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 employment. If any existing business of the Company or the Bank within any area provisions 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 soldthis section, or any business part thereof, is hereinafter construed to be invalid or activity engaged inunenforceable, by Company the same shall not affect the remainder of such provision or provisions, which shall be given full effect, without regard to the invalid portions. If any of the provisions of this section, or any part thereof, is held to be unenforceable because of the duration of such provision, the area covered thereby or the Bank. The Employee understands that in the event type of a violation of any provision of this Agreementconduct restricted therein, the Company or parties agree that the Bank court making such determination shall have the right power to seek injunctive reliefmodify the duration, in addition to geographic area and/or other terms of such provision and, as so modified, said provision shall then be enforceable. In the event that the courts of any other existing rights provided in this Agreement one or by operation of law, without the requirement of posting bond. The remedies provided in this paragraph more jurisdictions shall be in addition to any legal hold such provisions wholly 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 partially unenforceable in part by reason of it being too great a period of time the scope thereof or covering too great a geographical areaotherwise, it shall be is the intention of the parties hereto that such determination not bar or in full force and effect any way affect the Corporation's right to the relief provided for herein in the courts of any other jurisdictions as to that period breaches or threatened breaches of time or geographical area determined such provisions in such other jurisdictions, the above provisions as they relate to be reasonable by the courteach jurisdiction being, for this purpose, severable into diverse and independent covenants.

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 In consideration for the Period issuance to Harris of Employment hereundershares of the Company pursuant to the Formation Agreement and the performance by Stratex of its obligations under the Agreements (collectively, the “Non-Compete Consideration”), Harris agrees that, during the period commencing on the date of this Agreement and ending on the fifth anniversary of the date hereof, Hxxxxx will not, and in the event the Employee’s employment is terminated pursuant will not permit any of its Subsidiaries to subparagraphs 10.2 or 10.3 hereof, then for the later of (a) one year thereafter engage, directly or indirectly, in the Restricted Business, (b) form any Person other than the Company and its Subsidiaries (a “Covered Person”) or change or extend the current business activities of any existing Covered Person for the purpose of engaging, directly or indirectly, in the Restricted Business or (c) invest, directly or indirectly, in any Covered Person engaged, directly or indirectly, in the Restricted Business in any material respect; provided, however, that notwithstanding the foregoing Hxxxxx and/or its Subsidiaries may (i) collectively own less than 20% of the total equity interests in any Covered Person engaged in the Restricted Business as long as none of the employees of Hxxxxx or any of its Subsidiaries is involved in the management of such Covered Person, (ii) participate as a passive investor with no management rights in any investment fund that holds an ownership interests in Covered Persons engaged in the Restricted Business which is managed by Persons that are not Affiliates of Hxxxxx (each, an “Unaffiliated Person”) (x) with any employee benefit or retirement plan funds and (y) with any other funds subject, in the case of this clause (y) only, to a maximum interest in such investment fund of 15% and (iii) acquire a Covered Person or business unit of a Covered Person engaged in the Restricted Business if (x) the Restricted Business contributed less than 20% of such Covered Person’s or business unit’s, as applicable, total revenues (based on its latest annual audited financial statements, if available) and (y) such Covered Person or Hxxxxx, as applicable, divests or ceases to conduct the Restricted Business within 18 months after the acquisition date. Notwithstanding anything in this Agreement to the contrary, the defined term “Restricted Business” shall not include, and the prohibition contained in this Section 2 shall in no way prohibit Hxxxxx and/or its Subsidiaries from, (a) purchasing and reselling products produced by, and marked with the brands of, an Unaffiliated Person in connection with the sale, service, design or maintenance of a system that contains or uses microwave radios or related components, systems or services or (b) the period during which compensation developing, manufacturing, distributing or benefits are being provided pursuant to this Agreement after its terminationselling microwave radios or related components, the Employee will not directly systems or services 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 use 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 courtGovernment Entities.

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 (bi) the Executive's employment with the Company and (ii) the two (2) year period during which compensation or benefits are being provided pursuant to this Agreement after its terminationimmediately following the Executive's Date of Termination, the Employee will Executive (A) shall not engage, anywhere within the geographical areas in which any Sunbeam Entity is then conducting its business operations, directly for himself or herself indirectly, alone, in association with or as a shareholder, principal, agent, partner, officer, director, employee or consultant of any third partyother organization, become engaged in any business or activity (a "Competitive Business") which is directly in competition competes with any services business then being conducted by such Sunbeam Entity; (B) shall not solicit or financial products sold byencourage any officer, employee or consultant of any of the Sunbeam Entities to leave the employ of any of the Sunbeam Entities for employment by or with any Competitive Business; and (C) shall not solicit, divert or take away, or any attempt to divert or to take away, the 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 patronage of any office or facility of the customers or accounts, or prospective customers or accounts, of any Sunbeam Entity, which were contacted, solicited or served by the Executive while employed by the Company; provided, however, that nothing herein shall prohibit the Bank or any of their Affiliates. This provision shall not restrict the Employee Executive from owning or investing in publicly traded securities a maximum of financial institutions, so long as his or her aggregate holdings in any financial institution do not exceed ten two percent (102%) of the outstanding capital stock of such institutionany publicly traded corporation. During Following the Period Date of Employment hereunderTermination, and for ownership by the Executive of not more than five percent (5%) of any publicly traded corporation shall not constitute a period of two years thereafter no matter the reason of terminationviolation hereof. If, at any time, 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 Section 14(c) shall be determined by a court of competent jurisdiction to be unenforceable in part invalid or unenforceable, by reason of it being too great a period of time vague or covering too great a geographical unreasonable as to area, it duration or scope of activity, this Section 14(c) shall be in full force considered divisible and effect shall become and be immediately amended to only such area, duration and scope of activity as to that period of time or geographical area shall be determined to be reasonable and enforceable by the courtcourt or other body having jurisdiction over the matter; and the Executive agrees that this Section 14(c) as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein. For purposes of this Section 14(c), the design, manufacture and marketing of outdoor barbecue grills and small kitchen appliances shall be construed to be a Competitive Business; provided, however, that the gross revenues derived from sales of such products by such competitor are greater than the lesser of (i) 10% of its total revenues and (ii) $500,000,000.

Non-Competition. During The Lessee acknowledges that upon and after any termination of this Lease, any competition by any member of the Period Leasing Group with any subsequent owner or subsequent lessee of Employment hereunderthe Leased Property (the "Purchaser") would cause irreparable harm to the Lessor and any such Purchaser. To induce the Lessor to enter into this Lease, the Lessee agrees that, from and in after the event end of the Employee’s employment is terminated pursuant to subparagraphs 10.2 or 10.3 hereof, then for seventh (7th) Lease Year and thereafter until the later of (aA) one year thereafter the expiration of this Lease or (bB) the period during fifth (5th) anniversary of the termination of this Lease on account of a Lease Default, without the prior written consent of the Lessor (which compensation consent shall not be unreasonably withheld or benefits are being provided pursuant to this Agreement after its terminationdelayed), no member of the Leasing Group nor any Subsidiary of any member of the Leasing Group (collectively, the Employee will not directly "Limited Parties") shall be involved in any capacity in or lend any of their names to or engage in any capacity in any assisted living facility (or other facility operated for himself any use included within the definition of the Primary Intended Use), center, unit or herself program (or in any third party, become Person engaged in any business or such activity which is directly in competition with any services or financial products sold by, or any business or related activity engaged in bycompetitive therewith), excluding however any of the facilities described on Schedule 11.5 attached hereto (collectively, the Company "Excluded Facilities"), whether such competitive activity (the "Competitive Activity") shall be as an officer, director, owner, employee, agent, advisor, independent contractor, developer, lender, sponsor, venture capitalist, administrator, manager, investor, partner, joint venturer, consultant or other participant in any capacity whatsoever with respect to an assisted living facility (or other facility operated for any use included within the Bankdefinition of Primary Intended Use), includingcenter, without limitation, any business unit 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, program located within a 25 seven (7) mile radius of any office or facility the Leased Property. The Lessee hereby acknowledges and agrees that none of the Companytime span, scope or area covered by the Bank foregoing restrictive covenants is or any of their Affiliates. This provision shall not restrict are unreasonable and that it is 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%) specific intent of the outstanding capital stock of such institution. During the Period of Employment hereunder, Lessee that each 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 all of the Company or restrictive covenants set forth hereinabove shall be valid and enforceable as specifically set forth herein. The Lessee further agrees that these restrictions are special, unique, extraordinary and reasonably necessary for the Bank during the period protection of the Employee’s employment hereunder, or solicit potential customers who are or were identified through leads developed during Lessor and any Purchaser and that 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 such covenant by any of this Agreement, the Company or Limited Parties would cause irreparable damage to the Bank shall have the right to seek injunctive relief, in addition to Lessor and 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 Purchaser for which a legal or equitable remedies existing at law or provided for in any other agreement between the Employee, the Bank or the Company, and shall remedy alone would not be construed as a limitation upon, or as an alternative or in lieu of, any sufficient to fully protect 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 courtparties.

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 For a period of five (b5) years commencing on the period during which compensation or benefits are being provided pursuant to this Agreement after its terminationClosing Date, the Employee will Seller and Cytori Japan shall not, and 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 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 permit any of their Affiliates, successors or assigns to (Seller, Cytori Japan, or their Affiliates and their successors and assigns, the “Seller Restricted Parties”), directly or indirectly (including through one or more intermediaries) (i) own, manage, operate, control, be employed by or participate in the ownership, management, operation or control of, or otherwise engage in or assist others in engaging in any business competitive with the Business in the Territory (the “Seller Restricted Business”); (ii) take any action that would or would reasonably be expected to assist any third party to compete with the Business in the Territory, or (iii) have an interest in any Person that engages directly or indirectly in the Seller Restricted Business. This provision shall not restrict Notwithstanding the Employee from owning foregoing, (x) Seller, Cytori, Japan, and their Affiliates may own, directly or investing in publicly traded indirectly, solely as an investment, securities of financial institutionsany company in the Seller Restricted Business traded on any national securities exchange if Seller, so long as his or her aggregate holdings in any financial institution Cytori Japan, and their Affiliates do not exceed ten percent (10%) control, and are not members of the outstanding capital stock a group which controls, such company and do not, directly or indirectly, own 5% or more of any class of securities of such institution. During company; (y) Seller, Cytori Japan, and their Affiliates may, directly or indirectly, acquire, carry on, manage, engage, take part in, render services to, own, share in the Period earnings of Employment hereunderor invest in the securities of any business or entity 10% or less of whose gross revenues for the preceding calendar year were not, and for a period of two years thereafter no matter the reason of terminationcalendar year in question are not reasonably expected to be, 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 derived from being engaged in the employment of Seller Restricted Business and (z) Cytori Japan (and its -42- successors or assigns) may continue to operate the BankBusiness in Japan, the Company or any of their Affiliates to terminate his or her employment for the purposes of joiningas currently conducted by Cytori Japan; provided Seller, associating, or becoming employed with any business or activity which is in competition with any services or financial products soldCytori Japan, or any successors or assigns of the Cytori Japan business or activity engaged inassets may not manufacture, by Company market, or sell products or otherwise conduct any part of the Bank. The Employee understands that Business 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 courtTerritory.

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 In consideration for the later grant of (a) one year thereafter or (b) this option, which Optionee acknowledges to be good and valuable consideration, Optionee agrees that during 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 term of Optionee's employment 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 hereunderits affiliates, and for a period of two years thereafter no matter the reason of termination12 months thereafter, the Employee will Optionee shall not solicit directly or indirectly do any person who was a customer of the Company following without the Company's prior written consent: (a) engage as owner, employee, consultant, or otherwise, within the Bank during the period United States, of any business in competition with any facet 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 any of its affiliates, provided that the Bank within Optionee shall have the right to make passive investments in any area entity so long as the Optionee does not participate in the business of 100 miles such entity in violation of this Section 9; (b) in any office or facility of manner interfere with the Company, the Bank 's (or any of their Affiliates. The Employee will not, either during the Period its affiliate's) business relationships with any of Employment hereunder its customers or for a period potential customers or otherwise urge any of two years thereafter directly for himself such customers or any third party, solicit, induce, recruit potential customers to discontinue business or cause another person in the employment of the Bank, not to do business with the Company or any of their Affiliates its affiliates; or (c) hire, offer to terminate hire, solicit, or endeavor to entice away any employee, agent, or consultant of the Company or any of its affiliates, or otherwise urge any such person to discontinue his or her employment relationship with Company or any of its affiliates, regardless of who initiated the communication. The parties agree that the terms of this Section 9 shall be given the broadest lawful and enforceable scope permissible for the purposes protection of joiningthe Company and its affiliates, associatingthat the terms of this Section 9 are reasonable and necessary to protect the legitimate business interests of the Company and its affiliates, or becoming employed with that 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 this Section 9 would result in irreparable harm to the Company and its affiliates and that there is no adequate remedy at law for violations of this AgreementSection 9. Consequently, if the Optionee violates the provisions of this Section 9, this option (whether or not then exercisable) shall become null and void, any profit earned by the Optionee on the prior disposition of any shares of Common Stock underlying this option shall be disgorged and paid to the Company, and the Company or the Bank any of its affiliates shall have the right to seek injunctive reliefbe entitled, in addition to any other existing rights provided available remedies, to enjoin the Optionee 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 from violating the terms 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 courtthis Section 9.

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 During the period commencing on the Closing Date and ending four (4) years after the Closing Date, Sellers shall not, and shall cause their Affiliates not to, directly or indirectly, in any capacity (i) develop, construct, lease, own, manage, operate or control any Prohibited Business that is located within the Territory, (ii) manage or provide management or consulting services to, or participate in the management or control of, any Person with respect to the development, construction, ownership or operation of any Prohibited Business that is located within the Territory, or (biii) own a financial interest in, or lend money to, any Person that engages in any of the period during which compensation activities described in clauses (i) and (ii), above; provided, however, that Sellers may (x) acquire a Person that engages in the Prohibited Business, among other activities of such Person, in the Territory, provided that such Person’s EBITDA from the conduct of such Prohibited Business in the Territory does not exceed 10% of its total EBITDA for the completed portion of its then current fiscal year and the full fiscal year immediately prior to such acquisition, and (y) enter into, at arm’s length, any bona fide joint venture (or benefits are being provided pursuant to this Agreement after its termination, partnership or other business arrangement) for the Employee will development or operation of a business that is not a Prohibited Business in the Territory with any Person who is not directly for himself or herself or any third party, become engaged in any business or activity the Prohibited Business in the Territory but which is directly in competition with any services or financial products sold by, or any business or activity an Affiliate of another Person engaged in bythe Prohibited Business in the Territory; provided, further, that nothing contained in this Section 10.8 shall prohibit or otherwise restrict Sellers’ current or future operation of inpatient rehabilitation facilities. In the Company event that Sellers or their Affiliates complete a transaction described in Section 10.8(a)(x), Sellers or their Affiliates shall offer the acquired Prohibited Business in the Territory to LifeCare at a purchase price equal to the greater of fair market value or the Bank, including, without limitation, any purchase price allocated to the Prohibited Business in 55 the overall transaction (unless Sellers notify LifeCare that Sellers intend to convert such Prohibited Business to a business or activity engaged in by any federally or state chartered bank, savings bank, savings line other than a Prohibited Business and loan association, trust company and/or credit union, and/or any services or financial products sold by thereafter complete such entities, including, without limitation, conversion within twelve (12) months after 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 completion of such institutionpurchase). During the Period of Employment hereunder, and for LifeCare shall have a period of two years thereafter no matter sixty (60) days from and after the reason receipt of terminationSellers’ written offer to notify Sellers in writing of its decision to purchase such Prohibited Business. During such sixty (60) day period, Sellers shall grant LifeCare access to the plant, properties, equipment, books, records and personnel of such Prohibited Business for purposes of LifeCare’s due diligence. If LifeCare timely notifies Sellers in writing that it intends to purchase such Prohibited Business, 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 purchase agreement for such transaction shall be upon terms and conditions substantially similar 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. If LifeCare fails to respond to Sellers’ offer within sixty (60) days after the receipt of same, 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 LifeCare shall be in addition deemed to any legal or equitable remedies existing at law or provided for in any other agreement between the Employee, the Bank or the Company, have declined Sellers’ offer to purchase such Prohibited Business and Sellers 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 deemed to be unenforceable in part by reason violation 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.this

Non-Competition. During Seller acknowledges (x) its possession of confidential or proprietary information, (y) its limited right to access the Period Mixed Notebooks held in escrow pursuant to the Escrow Agreement and Section 5.11, and (z) the highly competitive nature of Employment the Business and, accordingly, agrees that, in consideration of Buyer's entering into this Agreement and the other transactions contemplated hereby and the premises contained herein, including the payment of the Purchase Price and the assumption of the Assumed Liabilities as provided hereunder, for a period commencing on the Closing Date and ending on the fifth anniversary thereof, neither Seller nor any of its Affiliates (now existing or hereafter incorporated, formed or otherwise organized) shall, directly or indirectly, for any reason whatsoever, either individually or as a member, shareholder, partner, agent or principal of another business firm (unless (A) acting pursuant hereto or with the prior written consent of Buyer which consent may be withheld 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 Buyer's sole discretion or (bB) the period during which compensation Seller or benefits are being provided pursuant to this Agreement after its termination, the Employee will Affiliate is such a member or shareholder solely by virtue of a passive investment of 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 more than three percent (10%) of the outstanding capital stock voting or economic rights of such institution. During business firm) (i) directly or indirectly, undertake any activity in the Period of Employment hereunder, and for a period of two years thereafter no matter Field in 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 hereunderTerritory, or solicit potential customers who are (ii) license or were identified through leads developed during authorize any other Person to do the course of employment with the Company or the Banksame; provided, 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 Companyhowever, 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 Change of Control, the foregoing shall not prevent any third party that becomes an Affiliate of Seller as a result of such Change of Control (but not Seller or any successor to Seller unless Seller or such successor is merged or consolidated and Seller or such successor ceases to exist as an independent entity as a result of such Change of Control) from (x) directly or indirectly, undertaking any activity in the Field in the Territory, or (y) licensing or authorizing any other Person to do the same, in each case only to the extent that (1) such activity, whether prior to or after the effective date of the Change of Control, was or is effected without the access or use of any provision Seller Intellectual Property or any person who is or was an officer or Employee of this AgreementSeller or any of its Affiliates that was an Affiliate prior to such Change of Control (each, an "Existing Affiliate"), (2) Seller (or its successor) shall have provided Buyer written notice that such third party has an active mGluR program, together with a written undertaking for the benefit of Buyer by such third party and, if any, the Company ultimate parent of such third party that (A) such third party, parent, or Seller (or its successor) (to the Bank extent of the merger or consolidation in which Seller or such third party ceases to exist as an independent entity), on behalf of themselves and their respective Affiliates, expressly agree to be bound by Section 5.2(a), Section 5.2(i) and Section 7.2(b), (B) no Seller Intellectual Property has been or will be accessed or used in connection with such activity and (C) such activity will be conducted other than using Seller or any Existing Affiliate and in any event, without using any of Seller's or any of its Existing Affiliates' officers or Employees and (3) Seller (and any successor) 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 Companycomplied, and shall not continue to comply, with the terms of this Agreement and the Related Documents. Nothing in the foregoing provision is intended, or shall be construed construed, to grant Seller (or its successor) or any third party that becomes an Affiliate of Seller as a limitation upon, result of a Change of Control a license or as an alternative any other rights in or in lieu of, to any such remedies. If of the Purchased Assets or a right to use 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 courtBuyer Confidential Information.

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, For so long as his or her aggregate holdings the Executive serves in any financial institution do not exceed ten percent (10%) of the outstanding capital stock of such institution. During Monarch Positions (the Period of Employment hereunder, “Term”) and for a period of two years thereafter no matter following the reason of date on which the Executive ceases, whether due to termination, resignation, or any other reason, to hold any Monarch Position (the Employee will not solicit “Restricted Period”), the Executive shall not, directly or indirectly, engage in or have any interest in, directly or indirectly, any sole proprietorship, partnership, corporation, company, business or any other person who was a customer or entity (whether as an employee, officer, director, partner, member, agent, security holder, creditor, consultant or otherwise) that, directly or indirectly, engages primarily in the development, marketing, distribution, underwriting or sale of products and services competitive with the Company Business in any and all states in which the Company and/or any Monarch Subsidiary conducts the Company Business during the Term or at the time of termination 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 or (the Bank“Restricted Territory”); provided, or otherwise divert or attempt however, that Executive may continue to divert any existing business hold securities of the Company and/or acquire, solely as an investment, shares of capital stock or the Bank within any area of 100 miles other equity securities of any office entity engaging in a business competitive with the Company Business, so long as the Executive does not control or facility 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 equity security of such entity; and provided further that the Company, the Bank or Restricted Territory shall include 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 state in the employment of the Bank, which the Company or any a Monarch Subsidiary has completed substantially all the steps necessary, including regulatory applications, to conduct the Company Business in such state; and provided, further, that the Executive’s employment by Federated National Holding Company (“FNHC”), his service on the Board of their Affiliates to terminate Directors of FHNC, and 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 positions as an officer and/or director of any provision Subsidiary or Affiliate of this AgreementFNHC (each, a “Permitted FNHC Position, and collectively, 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 “Permitted FNHC Positions”) shall be permitted in addition to any legal or equitable remedies existing at law or provided for in any other agreement between all respects throughout the Employee, Term and the Bank or the Company, Restricted Period and shall not be construed a breach of the restrictions set forth in this Section 1. As used herein, (a) the term “Subsidiary” means a partnership, corporation, limited liability company, trust or other legal entity for which FNHC, directly or indirectly, has the power to direct or cause the direction of the management and policies through the ownership of voting securities; and (b) the term “Affiliate” means any person or entity that, directly or indirectly, controls, is controlled by or under common control with FNHC. For the avoidance of doubt, the Executive’s implementation of any directives of the Board of Directors of FNHC or the carrying out of the obligations of FNHC or its Subsidiaries or Affiliates under any agreement to which FNHC or a Subsidiary of Affiliate is a party, in each case while the Executive is serving in a Permitted FNHC Position, shall not be a breach of this Section 1 so long as a limitation uponany such directives or obligations are not intended to circumvent, or as an alternative or nor do they result in lieu the circumvention of, any such remedies. If any the 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 courtAgreement.

Non-Competition. During the Period of Employment hereunder, Grantee acknowledges and in the event the Employee’s employment is terminated pursuant to subparagraphs 10.2 or 10.3 hereof, then for the later of agrees that (a) one year thereafter or at all times while Grantee is employed with the Company Group, Grantee shall pursue all appropriate business opportunities of the Company Group exclusively through the Company Group and (b) the Company Group would be irreparably damaged if Grantee (or, if applicable, any of Grantee’s controlled Affiliates) were to provide services to any Person (including Grantee) engaged in a Restricted Business (as defined below) and that such competition by Grantee (or, if applicable, any of Grantee’s controlled Affiliates) would result in a significant loss of goodwill by the Company Group. Therefore, Grantee agrees that during the period during commencing on the Effective Date and ending on the first (1st) anniversary of the date on which compensation Grantee or benefits are being provided pursuant any Grantee’s Affiliates cease to this Agreement after its terminationbe direct or indirect members of EOC Parent or, if earlier, the Employee will first (1st) anniversary of the date on which Grantee’s employment or services with the Company Group terminates for any reason, Grantee shall not (and, as applicable, shall cause each of his controlled Affiliates not to) directly for himself or herself indirectly through another Person own any interest in, manage, control, participate in (whether as an officer, director, manager, employee, partner, equity holder, member, agent, advisor, individual independent contractor, consultant, representative or any third partyotherwise), become engaged consult with, represent, render services for, or in any business or activity which is directly other manner engage in competition with the Restricted Business in any services or financial products sold by, or any business or activity engaged in by, geographic area where the Company or the BankGroup conducts it; provided, including, without limitation, any business or activity engaged in by any federally or state chartered bank, savings bank, savings that nothing herein shall prohibit Grantee (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 his controlled Affiliates. This provision shall , as applicable) from (i) being a passive owner of 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 outstanding capital stock of any class of a corporation or entity which is publicly traded so long as Grantee (or any of Grantee’s controlled Affiliates, if applicable) does not have any active participation in the management or other business of such institutioncorporation or entity or (ii) being employed by or otherwise providing services to any corporation or entity, a division or subsidiary of which is engaged in Restricted Businesses so long as Grantee is not involved with such division or subsidiary. During the Period of Employment hereunder, and for a period of two years thereafter no matter the reason of terminationAs used herein, the Employee will term “Restricted Business” means collectively (x) any talent agency business or (y) any business or businesses or a type not solicit any person who described in clause (x) in which Grantee was a customer actively engaged on behalf of the Company or the Bank Group during the preceding twelve (12) month period prior to the date on which Grantee ceases to be employed by or providing services to the Company Group (and any logical extensions thereof). Notwithstanding anything in this Agreement (including this Schedule E) to the contrary, this Section 2 of the EmployeeSchedule E (other than clause (a) hereof) shall not apply and shall have no force and effect upon (i) an Employer Non-Renewal, (ii) a termination of Grantee’s employment hereunder, or solicit potential customers who are or were identified through leads developed during the course of employment services with the Company Group by the Company without Cause or (iii) a termination of Grantee’s employment or services with the Bank, or otherwise divert or attempt to divert any existing business Company Group by Grantee with Good Reason. No amendment of the Company or Operating Agreement of WME Holdco that would change 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 covenants set forth in this Agreement or by operation Section 2 of law, without the requirement of posting bond. The remedies provided Schedule E in this paragraph a manner adverse to Grantee 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 effective as to that period of time or geographical area determined to be reasonable by the courtGrantee without his written consent.

Non-Competition. During The Limited Parties acknowledge that any competition by any of the Period of Employment hereunder, and in Limited Parties with the event the Employee’s employment is terminated pursuant to subparagraphs 10.2 or 10.3 hereof, then for the later of Buyer (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 of its successors 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 Bankinterest, including, without limitation, any business Nominee) upon the transfer of the Seller's interest in any Facility (or activity the Seller's interest in any Single Purpose Entity), would cause irreparable harm to (a) the Buyer, (b) if applicable, the Single Purpose Entity acquired by the Buyer and (c) any applicable successor in interest to the Buyer or such Single Purpose Entity. From and after the date hereof until the fifth anniversary of the applicable Closing Date involving any Facility hereunder, no Limited Party, shall be involved in any capacity in or lend any of their names to or engage in any capacity in any assisted living facility or independent living facility (or other facility operated for any use included within the definition of Primary Intended Use of the applicable Facility involved in such Closing), center, unit or program (or in any Person engaged in by any federally such activity or state chartered bankany related activity competitive therewith), savings bankexcluding, savings and loan association, trust company and/or credit union, and/or any services or financial products sold by such entities, including, without limitationif applicable, the taking and accepting Excluded Facilities, whether such competitive activity shall be as an officer, director, owner, employee, agent, advisor, independent contractor, developer, lender, sponsor, venture capitalist, administrator, manager, investor, partner, joint venturer, consultant or other participant in any capacity whatsoever with respect to an assisted living facility (or other facility operated for any use included within the definition of depositsthe applicable Primary Intended Use), the provision of trust servicescenter, the making of loans and/or the extension of credit, brokering loans and/or leases and the provision of insurance and investment services, unit or program located within a 25 fifteen (15) mile radius of any office or facility the applicable Facility and the portion of the Company, the Bank or any of their AffiliatesProperty relating thereto. 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 Limited Parties hereby acknowledge and agree that none of the outstanding capital stock of such institution. During time span, scope or area covered by the Period of Employment hereunder, foregoing restrictive covenants is or are unreasonable and for a period of two years thereafter no matter that it is the reason of termination, the Employee will not solicit any person who was a customer specific intent of the Company or the Bank during the period Limited Parties that each and all of the Employee’s employment hereunderrestrictive covenants set forth hereinabove shall be valid and enforceable as specifically set forth herein. The Limited Parties further agree that these restrictions are special, or solicit potential customers who are or were identified through leads developed during unique, extraordinary and reasonably necessary for the course of employment with the Company or the Bank, or otherwise divert or attempt to divert any existing business protection of the Company or Buyer (and its successors in interest) and that 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 such covenant by any of this Agreement, the Company or Limited Parties would cause irreparable damage to the Bank shall have the right to seek injunctive relief, Buyer (and/or its applicable successors 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 interest) for which a legal or equitable remedies existing at law or provided for in any other agreement between the Employee, the Bank or the Company, and shall remedy alone would not be construed as a limitation upon, or as an alternative or in lieu of, any sufficient to fully protect 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 courtparties.

Non-Competition. During Seller acknowledges and agrees that Seller's reputation and goodwill is an integral part of the Period success of Employment hereunderthe UCBSG Business. If Seller deprives Purchaser of the UCBSG Business' goodwill or in any manner utilizes the UCBSG Business' reputation and goodwill in competition with Purchaser, Purchaser will be deprived of the benefits it has paid for pursuant to this Agreement. Purchaser acknowledges and agrees that Seller shall continue to use Seller's reputation and goodwill in connection with the operation of Seller's other businesses, and that such use shall not constitute a breach of this Section. Accordingly, as an inducement for Purchaser to enter into this Agreement, each of Seller and its Affiliates, including without limitation Nationwide Corporation, Nationwide Mutual Insurance Company and Nationwide Mutual Fire Insurance Company, agrees that for a period ending two (2) years after the Closing Date (the "Restricted Period"), it shall not, directly or indirectly, anywhere in the United States, own, manage, operate, control or participate in the ownership, management, operation or control of, or be connected as a partner, consultant or lender with, any profit or non-profit company or organization that, directly competes with the UCBSG Business as such business exists immediately prior to the Closing provided, however, that the running of such time period shall be tolled during any period of time in which any of Seller or its Affiliates violates this paragraph, and, provided further, that the foregoing shall not prohibit Seller or its Affiliates from acquiring, and subsequently owning and operating any company that would otherwise be prohibited hereby that may conduct unemployment compensation business, as long as unemployment compensation business as described above is not the predominant business of the acquired company. 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 agreement 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 Section 12(d) shall be determined by a any court of competent jurisdiction to be unenforceable in part by reason of it being its extending for too great a period of time or covering over too great a geographical areaarea or by reason of its being too extensive in any other respect, it shall be in full force and effect as interpreted to that extend only over the maximum period of time or for which it may be enforceable and/or over the maximum geographical area as to which it may be enforceable and/or to the maximum extent in all other respects as to which it may be enforceable, all as determined to be reasonable by the courtsuch court in such action.

Non-Competition. During For the Period of Employment hereunder, and in period from the event the Employee’s employment is terminated pursuant to subparagraphs 10.2 or 10.3 hereof, then for the later of Closing until (a) one year thereafter the closing of the OfficeMax Transaction, or (b) if the period during which compensation or benefits are being provided pursuant to this Merger Agreement after its terminationis terminated and the OfficeMax Transaction does not close, the Employee three (3) year anniversary of the Closing, each of ODP and Seller will not not, and will ensure that none of its Subsidiaries or Affiliates will, directly or indirectly (including as a stockholder, consultant, member or partner), engage in the Business in the Restricted Countries as conducted by ODM as of the date hereof, including any development, design, manufacture, sale or promotion for himself sale of any product developed, designed, manufactured, sold or herself or any third party, become engaged promoted for sale by the Business in any business or activity which is directly the Restricted Countries in competition with ODM. In the event that the OfficeMax Transaction closes, for the period from such closing date until the three (3) year anniversary of the Closing, each of ODP and the Pro Forma Entity will not, and will ensure that none of its Subsidiaries or Affiliates will, directly or indirectly (including as a stockholder, consultant, member or partner) engage in the Business as conducted by ODM as of the date hereof, including any services development, design, manufacture, sale or financial products promotion for sale of any product developed, designed, manufactured, sold byor promoted for sale by the Business, or in any business or activity engaged in byRestricted Country where OfficeMax has no active operations as of the date hereof; provided, however, that for avoidance of doubt, the Company or the Bankforegoing will not restrict OfficeMax, 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 limitationODP, 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 Pro Forma Entity or any of their Affiliates. This provision shall not restrict the Employee Subsidiaries or Affiliates 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%) way conducting the OfficeMax business in those countries where OfficeMax or its Affiliates has active operations as of the outstanding capital stock date hereof, including for the avoidance of such institutiondoubt, in Mexico. During the Period Notwithstanding any other provisions of Employment hereunderthis Section 6.3, and for a period none of two years thereafter no matter the reason of terminationOfficeMax, ODP, the Employee Pro Forma Entity nor any of their Subsidiaries or Affiliates will not solicit any person who was a customer be deemed to be in violation of the Company or the Bank during the period provisions of the Employee’s employment hereunder, or solicit potential customers who are or were identified through leads developed during the course this Section 6.3 by virtue 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 either (i) sales of any office or facility of the Companyproduct to customers located in any Restricted Country where orders for such products have been placed through OfficeMax, ODP, the Bank Pro Forma Entity or any of their Affiliates. The Employee will notSubsidiaries or Affiliates in a jurisdiction outside the Restricted Countries, either during the Period of Employment hereunder through online sales or for a period of two years thereafter directly for himself or any third party, solicit, induce, recruit or cause another person other media not primarily directed at customers in the employment Restricted Countries, or through other channels not primarily directed at customers in the Restricted Countries, or (ii) any communications (whether by press release, internet, email, social media, public announcement or otherwise) that are not primarily directed at customers in a Restricted Country. For the purposes of this Section 6.3, (x) no owner of less than five percent of the Bankoutstanding equity or voting interests of any Person and (y) no director (or other equivalent position on an equivalent governing body) of any Person, and (z) without limiting clause (x) hereof, no pension plan, savings plan or other similar employee benefit plan owning any equity or other interests in a Person for passive investment purposes only, in any such case will be deemed to be engaged in the business of such Person solely as a result of ownership of such equity or voting interests or such directorship. Notwithstanding the above, the Company or Parties expressly agree that ODP, Seller and 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 reserve the right to seek injunctive reliefsource any product from any manufacturer within the Restricted Countries, 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 understanding that such products shall be in addition to any legal offered for sale or equitable remedies existing at law or provided for in any other agreement between use outside 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 remediesRestricted Countries. If any provisions For purposes of this paragraph shall be determined by a court Section 6.3, ODP and Seller acknowledge that Mexico is the only Restricted Country where OfficeMax has active operations as 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 courtdate hereof.

Non-Competition. During the Period In consideration of Employment this Agreement, and for other good and valuable consideration provided hereunder, the receipt and in the event the Employeesufficiency of which are hereby acknowledged by Executive, Executive hereby agrees and covenants that, during Executive’s employment is terminated pursuant to subparagraphs 10.2 or 10.3 hereofhereunder and for a period of twelve (12)_ months thereafter (the “Restricted Period”), 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, 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 Section 2(b), (i) a “Competitive Activity” means any business or other endeavor involving products or services that are the Bank same or similar to products or services (the “Company Products or Services”) that any business of their Affiliates. This provision shall not restrict the Employee from owning Company is engaged in providing as of the date hereof or investing at any time during the Term, provided such business or endeavor is in publicly traded securities of financial institutionsthe United States, so long as his or her aggregate holdings in any foreign jurisdiction in which the Company provides, or has provided during the Term, the relevant Company Products or Services, and (ii) 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 institution do not exceed ten backer, agent, partner, member, advisor, lender, consultant or in any other individual or representative capacity with any individual, partnership, corporation or other organization that is engaged in a Competitive Activity. Notwithstanding anything else in this Section 2(b), Executive may make and retain investments during the Restricted Period, for investment purposes only, up to five percent (105%) 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 If Executive’s employment hereunder is terminated by the Company for any reason other than Executive’s death, Disability or Cause, or by Executive for Good Reason, then Executive shall only be subject to the restrictions contained in this Section 2(b) during the Restricted Period to the extent reasonably necessary to protect the Company from unfair competition resulting from any potential misuse of Employment hereunderits Confidential Information by the Executive (as determined by the Company in good faith), 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 provided the Company or the Bank continues to pay Executive his base salary 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 courtRestricted Period.

Non-Competition. During In consideration for the Period issuance to Harris of Employment hereundershares of the Company pursuant to the Formation Agreement and the performance by Stratex of its obligations under the Agreements (collectively, the “Non-Compete Consideration”), Harris agrees that, during the period commencing on the date of this Agreement and ending on the fifth anniversary of the date hereof, Hxxxxx will not, and in the event the Employee’s employment is terminated pursuant will not permit any of its Subsidiaries to subparagraphs 10.2 or 10.3 hereof, then for the later of (a) one year thereafter engage, directly or indirectly, in the Restricted Business, (b) form any Person other than the period during which compensation Company and its Subsidiaries (a “Covered Person”) or benefits are being provided pursuant to this Agreement after change or extend the current business activities of any existing Covered Person for the purpose of engaging, directly or indirectly, in the Restricted Business or (c) invest, directly or indirectly, in any Covered Person engaged, directly or indirectly, in the Restricted Business in any material respect; provided, however, that notwithstanding the foregoing Hxxxxx and/or its termination, Subsidiaries may (i) collectively own less than 20% of the Employee will not directly for himself or herself or total equity interests in any third party, become Covered Person 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 Restricted Business as long as none of the Company, the Bank employees of Hxxxxx or any of their Affiliates. This provision shall not restrict its Subsidiaries is involved in the Employee from owning or investing in publicly traded securities management of financial institutionssuch Covered Person, so long (ii) participate as his or her aggregate holdings a passive investor with no management rights in any financial institution do investment fund that holds an ownership interests in Covered Persons engaged in the Restricted Business which is managed by Persons that are not exceed ten percent Affiliates of Hxxxxx (10%each, an “Unaffiliated Person”) (x) with any employee benefit or retirement plan funds and (y) with any other funds subject, in the case of this clause (y) only, to a maximum interest in such investment fund of 15% and (iii) acquire a Covered Person or business unit of a Covered Person engaged in the outstanding capital stock Restricted Business if (x) the Restricted Business contributed less than 20% of such institutionCovered Person’s or business unit’s, as applicable, total revenues (based on its latest annual audited financial statements, if available) and (y) such Covered Person or Hxxxxx, as applicable, divests or ceases to conduct the Restricted Business within 18 months after the acquisition date. 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 Notwithstanding anything in this Agreement or by operation of lawto the contrary, without the requirement of posting bond. The remedies provided defined term “Restricted Business” shall not include, and the prohibition contained in this paragraph Section 2 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.no way prohibit Hxxxxx and/or its Subsidiaries from,

Non-Competition. During In consideration of the Period of Employment Company’s promise to disclose, and disclosure of, its Confidential Information and other good and valuable consideration provided hereunder, the receipt and in sufficiency of which are hereby acknowledged by Executive, Executive hereby agrees and covenants that until the event the Employee’s employment is terminated pursuant to subparagraphs 10.2 or 10.3 hereof, then for the later longer of (a) one year thereafter or (bi) the last day of the Term and (ii) a 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 12 months beyond Executive ‘s date of termination of employment from the Company or any of its subsidiaries or affiliates for any reason, including the Bankexpiration of the Term (the “Restricted Period”), includingExecutive shall not, without limitationdirectly or indirectly, engage in, assist or become associated with a Competitive Activity. For purposes of this Section 2(b): (i) a “Competitive Activity” means, at the time of Executive’s termination, any business or activity engaged other endeavor in any jurisdiction of a kind being 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 its subsidiaries or affiliates (or demonstrably anticipated by the Employee from owning Company or investing in publicly traded securities its subsidiaries or affiliates and, for avoidance of financial institutionsdoubt, so long as his such affiliates to exclude Expedia, Inc. or her aggregate holdings any of its subsidiaries), in any jurisdiction as of the Effective Date or at any time thereafter; and (ii) 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 institution do not exceed ten percent backer, agent, partner, advisor, lender, or in any other individual or representative capacity with any individual, partnership, corporation or other organization that is engaged in a Competitive Activity. Notwithstanding the foregoing, (10%i) Executive may make and retain investments during the Restricted Period, for investment purposes only, in less than 5% of the outstanding capital stock of any publicly-traded corporation engaged in a Competitive Activity if stock of such institution. During corporation is either listed on a national stock exchange or on the Period NASDAQ National Market System if Executive is not otherwise affiliated with such corporation; (ii) Executive may serve as an employee or partner (or otherwise hold an ownership interest) in an investment firm that has an ownership interest in a partnership, corporation or other organization that is engaged in a Competitive Activity, provided that such ownership interest does not constitute greater than 20% of Employment hereundersuch investment firm’s total assets under management and Executive is not directly involved with the provision of direction or management of such entity; and (iii) Executive may serve as an employee of or partner (or otherwise hold an ownership interest) in a consultancy or investment bank engaged in providing advisory services to entities engaged in Competitive Activities, and for a period of two years thereafter no matter provided that Executive is not directly involved in the reason of termination, the Employee will not solicit any person who was a customer provision 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 advisory services 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 courtentities.

Non-Competition. During I acknowledge and agree that for a period of Eighteen (18) months following my Separation Date (and such period shall be tolled on a day-to-day basis for each day during which I participate in any activity in violation of the Period restrictions set forth in this Section 6(a)(i) following my termination of Employment hereunderemployment), and I will not, directly or indirectly, alone or in association with others, anywhere in the event Territory, own, manage, operate, control or participate in the Employee’s employment is terminated pursuant ownership, management, operation or control of, or be connected as an officer, employee (in a position or at a level similar to subparagraphs 10.2 or 10.3 hereofabove that performed by me during my employment), then for the later investor, principal, joint venturer, shareholder, partner, director, consultant, agent or otherwise with, or have any financial interest (through stock or other equity ownership, investment of (a) one year thereafter or (b) the period during which compensation or benefits are being provided pursuant to this Agreement after its terminationcapital, the Employee will not directly for himself lending of money or herself or otherwise) in, any third partybusiness, become engaged in any business venture or activity which is that directly in competition with any services or financial products sold byindirectly competes, or is in planning, or has undertaken any business or activity engaged in bypreparation, to compete, with the Business of the Company or any of its Immediate Affiliates (a “Competitor”), except that nothing contained in this Section 6(a)(i) shall prevent my wholly passive ownership of two percent (2%) or less of the Bank, including, without limitation, equity securities of 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 limitationCompetitor that is a publicly-traded company. For purposes of this Section 6, 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, the Bank Company or any of their its Immediate Affiliates. This provision ” is that of arts and crafts specialty retailer providing materials, ideas and education for creative activities; provided, that the term “Competitor” shall not restrict include any business, venture or activity whose gross receipts derived from the Employee retail sale of arts and crafts products (aggregated with the gross receipts derived from owning the retail sale of arts and crafts projects of any related business, venture or investing in publicly traded securities of financial institutions, so long as his or her aggregate holdings in any financial institution do not exceed activity) are less than ten percent (10%) of the outstanding capital stock aggregate gross receipts of such institutionbusinesses, ventures or activities. During the Period For purposes of Employment hereunder, and for a period of two years thereafter no matter the reason of terminationthis Section 6, the Employee will not solicit any person who was a customer “Territory” is comprised of those states within the Company or the Bank during the period United States and those provinces 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 Canada in the employment of the Bank, which the Company or any of their its Immediate Affiliates was doing business at any time during my employment, or with respect to terminate his or her my obligations following my termination of employment for the Twelve (12) months immediately preceding the termination. For purposes of joiningthis Section, associating“Immediate Affiliates” means those Affiliates which are one of the following: (i) a direct or indirect subsidiary of the Company, 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 (ii) a violation of any provision of this Agreement, parent to the Company or the Bank shall have the right to seek injunctive relief, in addition to any other existing rights provided in this Agreement (iii) a direct or by operation indirect subsidiary 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 such 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 courtparent.

Non-Competition. During As a condition to receiving any benefits pursuant to this Agreement, the Period of Employment hereunder, and in the event Employee agrees that 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, 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 employment and through the reason of termination, the Employee will not solicit any person who was a customer of the Company or the Bank during the period first anniversary of the Employee’s employment hereunderDate of Termination, the Employee shall not engage in or solicit potential customers who are become associated with any Competitive Activity. For purposes of this Section 10, a “Competitive Activity” shall mean any business or were identified through leads developed during the course of employment with other endeavor that engages in any country in which the Company or its subsidiaries have business operations in a business that directly or indirectly competes with all or any substantial part of any of the Bank, or otherwise divert or attempt to divert any existing business of in which the Company or its subsidiaries is engaged at the Bank within any area of 100 miles of any office or facility time of the Company, the Bank or any Employee’s Date of their AffiliatesTermination. The Employee will notshall be considered to have become “engaged” or “associated” with a Competitive Activity if the Employee becomes involved as an owner, employee, officer, director, independent contractor, agent, partner, advisor, lender, or in any other capacity calling for the rendition of the Employee’s personal services, either during the Period of Employment hereunder alone 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 individual, partnership, corporation or activity which other organization that is engaged in a Competitive Activity and the Employee’s involvement relates in any respect to the Competitive Activity of such entity; provided, however, that the Employee shall not be prohibited from owning less than two percent of any publicly traded corporation, whether or not such corporation is in competition with the Company. If, at 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 Agreementtime, 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 Section 10 shall be determined by a court of competent jurisdiction to be unenforceable in part invalid or unenforceable, by reason of it being too great a period of time vague or covering too great a geographical unreasonable as to area, it duration or scope of activity, this Section 10 shall be in full force considered divisible and effect shall become and be immediately amended to only such area, duration and scope of activity as to that period of time or geographical area shall be determined to be reasonable and enforceable by the courtcourt or other body having jurisdiction over the matter, and the Employee agrees that this Section 10 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein.

Non-Competition. During From and after the Period of Employment hereunderdate hereof, and in recognizing that this is an agreement with respect to the event sale of a "trade or -92- business" and that the Employee’s employment is terminated pursuant Acquisitive Parties have advised the Sellers that, absent the full breadth of this Section 5.6, that the Acquisitive Parties are not willing to subparagraphs 10.2 or 10.3 hereofexecute this Agreement, then and for the later next succeeding five (5) years (the "Restricted Period") neither the Company, nor any other Seller, nor any Subsidiary or Affiliate of any thereof, shall, directly or indirectly, or in whole or in part, (ai) one year thereafter or (b) within 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 Territory engage in any business business, involving, in whole 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 depositspart, the provision of trust servicesautomotive and flat glass to business and individual consumers including contract glazing, flat glass fabrication and distribution, automobile glass distribution, retail installation of flat glass and automobile glass, glass tabletop manufacturing, tempering, insulation and glass manufacturing, custom laminating and/or mirror manufacturing or any other activity which is, in whole or in part, competitive with the business of the Company as conducted at any time during the one (1) year period immediately preceding the date hereof (the "Current Businesses") (excluding the business of the distribution of "hard goods" designed for maintenance and repair applications, which "hard goods" shall not include, for any and all purposes hereof, the making Current Businesses) or (ii) obtain any equity or ownership or possessory interest in any Person engaged in such activity in any capacity including as a partner, shareholder, principal, agent, representative, supplier, trustee, employee or consultant. In addition, for the three (3) year period following the date hereof, no Seller, nor any Subsidiary or Affiliate thereof, shall, directly or indirectly, solicit any employee of loans the Acquisitive Parties or encourage, in any way, any such employee to leave such employment while such employee is employed by either Acquisitive Party, except by means of advertisements in the media or by means of general solicitation not directed specifically at the employees of either Acquisitive Party. The parties hereto acknowledge that any breach or threatened breach of any of the covenants contained in this Section 5.6 would cause irreparable harm to the Acquisitive Parties and that money damages would not, alone, provide an adequate remedy to the Acquisitive Parties. The Acquisitive Parties shall have all the rights and remedies available under law, or in equity, to a party enforcing any such covenants, each of such rights and remedies to be independent of the other and severally enforceable, including the right to have such covenants enforced by any court of competent jurisdiction, including through temporary injunctive relief, temporary restraining order and/or permanent injunctive relief, all without requirement for the extension posting or provision of creditany bond or other security, brokering loans and/or leases which requirements are hereby expressly waived by the Sellers, and the provision right to require any violating party to pay to the Acquisitive Parties any and all legal fees, costs or expenses incurred by said Acquisitive Party in connection with the enforcement of insurance this Section 5.6 and investment servicesaccount for, within a 25 mile radius of any office or facility of and pay over to the CompanyAcquisitive Parties, the Bank product of (A) two (2) and (B) all benefits derived or received by such violating party, or any of their its Subsidiaries or Affiliates, as a result of any breach of such covenant. This No violating party, or any Subsidiary or Affiliate thereof, shall raise as a defense to the granting of any such relief that the person requesting any such relief has an adequate remedy at law. Each of the parties hereto acknowledges and agrees that the covenants set forth in this Section 5.6 are reasonable in duration and scope and in all other respects. If any court determines that any of such covenants, or any part thereof, are invalid or unenforceable, the remaining covenants shall not be affected and they shall be given full effect, without regard to the invalid portions. If any court determines that all, or any part of, the covenants herein are unenforceable, because of the duration or scope of such provision, such court is requested to reduce the duration or scope of such provision, as the case may be, so that, in its reduced form, such provision shall then be enforceable. The parties hereto intend to and do hereby confer jurisdiction to enforce the covenants contained herein upon the courts of any jurisdiction within the United States or within any jurisdiction within the Territory. If the courts of any one (1), or more, of such jurisdictions hold such covenants unenforceable by reason of the breadth of their scope, or otherwise, it is the intention of the parties that such determination not restrict preclude, or in any way effect, the Employee right of the Acquisitive Parties to the relief provided above in the courts of any other jurisdiction as to breaches of such covenant in such other respective jurisdictions, such covenants as they relate to each jurisdiction being, for this purpose, severable and independent covenants. Notwithstanding the foregoing, nothing contained herein shall prevent any party 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 1% of the issued and outstanding capital stock of such institution. During the Period of Employment hereunder, and any corporation whose shares are listed for a period of two years thereafter no matter the reason of terminationtrading on The New York Stock Exchange, 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 CompanyAmerican Stock Exchange, the Bank NASDAQ National Market 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 courtsimilar national securities exchange.

Non-Competition. During The Optionee covenants and agrees that during the Period Optionee’s Employment and for a period of Employment hereunder, twelve (12) months (and in the event the Employee’s employment is terminated pursuant to subparagraphs 10.2 or 10.3 hereof, then such period shall be tolled on a day-to-day basis for the later of (a) one year thereafter or (b) the period each day 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 Optionee participates in any business or activity which is directly in competition with any services or financial products sold byviolation of the restrictions set forth in this Section 6(a)) following the Optionee’s termination of Employment, or any business or activity engaged in by, whether such termination occurs at the insistence of the Company or its Affiliates or the BankOptionee (for whatever reason), includingthe Optionee will not, without limitationdirectly or indirectly, alone or in association with others, anywhere in the Territory, own, manage, operate, control or participate in the ownership, management, operation or control of, or be connected as an officer, employee (in a position or at a level similar to or above that performed by the Optionee during his/her Employment), investor, principal, joint venturer, shareholder, partner, director, consultant, agent or otherwise with, or have any financial interest (through stock or other equity ownership, investment of capital, the lending of money or otherwise) in, any business business, venture or activity engaged that directly or indirectly competes, or is in by planning, or has undertaken any federally or state chartered bankpreparation, savings bankto compete, savings and loan association, trust company and/or credit union, and/or any services or financial products sold by such entities, including, without limitation, 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 Business of the Company, the Bank Company or any of their its Immediate Affiliates (a “Competitor”), except that nothing contained in this Section 6(a) shall prevent the Optionee’s wholly passive ownership of two percent (2%) or less of the equity securities of any Competitor that is a publicly-traded company. For purposes of this Section 6(a), the “Business of the Company or any of its Immediate Affiliates. This provision ” is that of arts and crafts specialty retailer providing materials, ideas and education for creative activities; provided, that the term “Competitor” shall not restrict include any business, venture or activity whose gross receipts derived from the Employee retail sale of arts and crafts products (aggregated with the gross receipts derived from owning the retail sale of arts and crafts projects of any related business, venture or investing in publicly traded securities of financial institutions, so long as his or her aggregate holdings in any financial institution do not exceed activity) are less than ten percent (10%) of the outstanding capital stock aggregate gross receipts of such institutionbusinesses, ventures or activities. During the Period For purposes of Employment hereunder, and for a period of two years thereafter no matter the reason of terminationthis Section 6(a), the Employee will not solicit any person who was a customer “Territory” is comprised of those states within the Company or the Bank during the period United States and those provinces 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 Canada in the employment of the Bank, which the Company or any of their its Immediate Affiliates was doing business at any time during the Optionee’s Employment, or with respect to terminate the Optionee’s obligations following his or her employment for termination of Employment the twelve (12) months immediately preceding the Optionee’s termination of Employment. For purposes of joiningthis Section, associating“Immediate Affiliates” means those Affiliates which are one of the following: (i) a direct or indirect subsidiary of the Company, 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 (ii) a violation of any provision of this Agreement, parent to the Company or the Bank shall have the right to seek injunctive relief, in addition to any other existing rights provided in this Agreement (iii) a direct or by operation indirect subsidiary 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 such 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 courtparent.

Non-Competition. During Employee and Company expressly covenant and agree that the Period scope, Territory, time and other restrictions contained in this Agreement constitute the most reasonable and equitable restrictions possible to protect the business interest 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 Company given: (a) one year thereafter or (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, 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; (ii) the competitive nature of the Company's industry; and (iii) that Employee's skills are such that he could easily find alternative, the Bank commensurate employment or consulting work in his field which would not violate any of their Affiliatesthe provisions of this Agreement. This provision shall not restrict the Employee from owning or investing in publicly traded securities of financial institutionsTherefore, 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 from the reason Effective Date of terminationTermination, the Employee will agrees (A) not solicit to participate in any person who was regulatory, administrative or judicial hearing or proceeding that has as 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 subject any existing business of the Company or the Bank within any area of 100 miles of any office or facility aspect of the Company's growth or expansion plans, the Bank unless Employee is required to do so by law, (B) not to accept employment, or be engaged as a director, consultant, agent or representative in any capacity, however described, of El Paso Energy Corporation, Sonat, Inc., Duke Energy Corporation, Enron or Columbia Energy Corporation or any of their Affiliates. The affiliates (the "Specified Companies), provided, however, Employee will notmay become such an employee, either director, consultant, agent or representative of any such Specified Company if the entity by which Employee is employed and/or serves as a director is acquired by or merged with any one of the Specified Companies during the Period two year period following the Effective Date of Employment hereunder Termination, (C) not to accept employment or for be engaged as a period director, consultant, agent or representative in any capacity, however described, of any entity engaged, in any way, in constructing an electric generating plant which will be in commercial operation within the Territory within two years thereafter directly for himself from the Effective Date of Termination, unless on behalf of an entity that owns or operates an existing electric generating plant within the Territory as of the Effective Date of Termination, and (D) if Employee becomes employed by, or otherwise engaged by, an entity that is engaged, in any third partyway, solicitin constructing an electric generating plant that will be in commercial operation within the Territory within three years of the Effective Date of Termination, induce, recruit or cause another person not to participate in the employment of the Bankbidding, the Company permitting, construction 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 public relations activities regarding 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 courtplant.

Non-Competition. During the Period Term and for a period of Employment hereunder, and in the event the 24 months beyond Employee’s date of termination of employment is terminated pursuant to subparagraphs 10.2 for any reason (the “Restricted Period”), Employee shall not, directly or 10.3 hereofindirectly, then for the later engage in or become associated with a Competitive Activity. For purposes of this Section 2(b): (ai) 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 a “Competitive Activity” means any business or activity which is directly other endeavor, in competition with any services county of any state of the United States or financial products sold by, a comparable jurisdiction in Canada or any business or activity engaged in byother country, of a kind being conducted by the Company or any of its subsidiaries (or of a kind in which the BankCompany or any of its subsidiaries has made specific plans to engage, about which plans Employee has knowledge) in such jurisdiction (including, without limitation, Competitive Activities conducted by general online travel providers such as Xxxxxxxxxxx.xxx Inc, Orbitz and Xxxxxxxxx.xxx Inc.) during the Term; provided, that if the Company or its subsidiaries become engaged (or have made specific plans to engage, about which plans Employee has knowledge) in any non-travel-related businesses within three months before Employee’s termination of employment for any reason, such non-travel-related businesses shall not be a Competitive Activity; provided, further that any business or activity endeavor shall cease to be a Competitive Activity if the Company and its subsidiaries are not or cease to be engaged in by such business or endeavor; and (ii) Employee shall be considered to have become “associated with a Competitive Activity” if Employee becomes directly or indirectly involved as an owner, principal, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, advisor, lender, or in any federally other individual or state chartered bankrepresentative capacity with any individual, savings bankpartnership, savings and loan associationcorporation or other organization that is engaged in a Competitive Activity; provided, trust company and/or credit unionhowever, and/or any services or financial products sold by such entities, including, without limitationthat if the Restricted Period would extend beyond the Severance Period (under circumstances in which Employee had received severance benefits under Section 1(d)), the taking and accepting of deposits, Restricted Period shall end upon 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 expiration of the CompanySeverance Period, unless the Bank or any Company pays Employee at a rate of their Affiliates$100,000 per year (prorated on a monthly basis) to the extent it determines to continue the Restricted Period beyond the Severance Period. This provision Notwithstanding the foregoing, it shall not restrict be a violation of this Section 2(b) or Section 2(d) for Employee to serve on Existing Corporate Boards or to make and retain investments during the Employee from owning or investing Restricted Period, for investment purposes only, (A) 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 any publicly-traded corporation engaged in a Competitive Activity if stock of such institutioncorporation is either listed on a national stock exchange or on the NASDAQ National Market System if Employee is not otherwise affiliated with such corporation and (B) in an entity on which Employee serves on an Existing Corporate Board (as defined in Section 1A) solely so long as such entity does not engage in a Competitive Activity that is materially more significant than any Competitive Activity in which it was engaging at the Effective Date. During Further, notwithstanding the Period foregoing, it shall not be a violation of Employment hereunderthis Section 2(b) or Section 2(d) for Employee, and for a period following termination 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 hereunderfor any reason, to (1) provide services to any person or entity engaged in any Competitive Activity if Employee is not involved, directly or indirectly, in the management, supervision or operations of such Competitive Activity and the gross revenues generated by such Competitive Activity do not constitute more than the lesser of (x) 15% of the consolidated gross revenues of such person or entity and its affiliates or (y) 15% of the consolidated gross revenues of the Competitive Activities in which USAi and its subsidiaries engage as of Employee’s termination of employment (or $100 million, if lower), or solicit potential customers who are (2) provide services to or were identified through leads developed during otherwise be affiliated with a venture capital or private equity firm that holds investments in entities engaged in any Competitive Activities if Employee is not involved, directly or indirectly, in (A) the course management, operations or supervision of such investments or (B) advising such firm with respect to such investments, provided that the gross revenues generated by such Competitive Activity do not constitute more than the lesser of (x) 15% of the consolidated gross revenues of such firm and its affiliates or (y) 15% of the consolidated gross revenues of the Competitive Activities in which USAi and its subsidiaries engage as of Employee’s termination of employment with the Company (or the Bank$100 million, 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 courtif lower).

Non-Competition. During From and after the Period of Employment hereunderClosing, and in the event the Employee’s employment is terminated pursuant to subparagraphs 10.2 or 10.3 hereof, then for the later next --------------- succeeding two (2) years (the "Restricted Period"), none of the Sellers shall, ----------------- directly or indirectly, or in whole or in part, (ai) 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 engage 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 competitive with the Company or the Bank, or otherwise divert or attempt to divert any existing business of the Company or the Bank within Buyer as conducted during the one (1) year period immediately preceding the Closing or (ii) become interested in any area of 100 miles of Person engaged in such activity in any office capacity including, but not limited to, as a partner, shareholder, principal, agent, representative, supplier, trustee, employee or facility consultant. During the Restricted Period, no Seller shall, directly or indirectly, hire or solicit any employee of the Company, the Bank Buyer 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 encourage, in any way, any such employee to leave such employment. The Sellers hereby acknowledge that any breach or threatened breach of any of their Affiliates the covenants contained herein would cause irreparable harm to terminate his the Buyer and that money damages would not, alone, provide an adequate remedy to the Buyer. The Buyer shall have all of the rights and remedies available under law, or her employment in equity, to a party enforcing any such covenants, each of such rights and remedies to be independent of the other and severally enforceable including, but not limited to, the right to have such covenants enforced by any court of competent jurisdiction including, but not limited to, through temporary injunctive relief, temporary restraining order and/or permanent injunctive relief, all without requirement for the purposes posting or provision of joiningany bond or other security, associatingwhich requirements being hereby expressly waived by the Sellers, and the right to require any Seller who is a violating party to account for, and pay over to the Buyer, all benefits derived or becoming employed with received by such violating party as a result of any business or activity which breach of such covenant. No Seller who is a violating party shall raise as a defense to the granting of any such relief that the Person requesting any such relief has an adequate remedy at law. Each of the Sellers acknowledges and agrees that the covenants set forth herein are reasonable in competition with duration and scope and in all other respects. If any services or financial products soldcourt determines that any such covenants, or any business part thereof, are invalid or activity engaged inunenforceable the remaining covenants shall not thereby be affected and they shall be given full effect, by Company without regard to the invalid portions. If any court determines that all, or any part of, the Bankcovenants contained herein are unenforceable, because of the duration or scope of such provision, such court is requested to reduce the duration or scope of such provision, as the case may be, so that, in its reduced form, such provisions shall then be enforceable. The Employee understands that in Sellers intend to and do hereby confer jurisdiction to enforce the event of a violation covenants contained herein upon the courts of any provision jurisdiction within the United States. If the courts of this Agreementany one or more of such jurisdictions hold such covenants unenforceable by reason of the breadth of their scope, or otherwise, it is the intention of the parties that such determination not preclude, or in any way affect, the right of the Company or the Bank shall have Buyer to the right to seek injunctive relief, relief provided above in addition to the courts of any other existing rights provided in this Agreement or by operation of law, without jurisdiction within 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 United States as to that period breaches of time such covenant in such other respective jurisdictions, such covenants as they relate to each jurisdiction being, for this purpose, severable and independent covenants. Nothing contained herein shall preclude any party hereto from owning less than 1% of the issued and outstanding capital stock of any corporation whose shares are listed for trading on the New York Stock Exchange, American Stock Exchange or geographical area determined to be reasonable by the courtNASDAQ National Market.

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 Employee agrees that during his employment by the Company (b) which shall be deemed to include the period during in which compensation or benefits are being provided pursuant to this Agreement after its termination, the Employee will not directly for himself or herself or is receiving any third party, become engaged severance payments set forth 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%Section 7(g) of the outstanding capital stock of such institution. During the Period of Employment hereunder, hereto) and for a period of two three (3) years thereafter no matter from the reason termination or expiration 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 's employment with the Company (or Zygo as the Bankcase may be) (the "Non-Competitive Period"), Employee shall not, directly or indirectly, as owner, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensor, or otherwise divert in any capacity whatsoever engage in, become financially interested in, be employed by, render any consultation or attempt to divert business advice with respect to, or have any existing connection with, any business of engaged in the Company research, development, testing, design, manufacture, sale, lease, marketing, utilization or the Bank within any area of 100 miles exploitation of any office products or facility services which are designed for the same purpose as, are similar to, or are otherwise competitive with, products or services of the Company, the Bank Zygo or any of their Affiliates. The Employee will notrespective subsidiaries or affiliates which are being sold or provided or reasonably proposed to be provided at the time of termination or expiration of Employee's employment, either during in any geographic area where, at 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 time of the Banktermination or expiration of his employment hereunder, the Company business of the Company, Zygo or any of their Affiliates respective subsidiaries or affiliates was being conducted or was proposed to terminate his or her employment for the purposes of joiningbe conducted in any manner whatsoever; PROVIDED, associatingHOWEVER, 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 Employee is terminated by the Company without justifiable cause or for Good Reason, the Non-Competitive Period shall be reduced to the later of a violation (i) one (1) year from date of the termination of the benefits conferred upon the Employee pursuant to section 7(h)(ii) or (ii) three (3) years from the date of the Effective Time of the Merger; PROVIDED FURTHER, that Employee may own any securities of any provision corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time two percent (2%) of this Agreementany class of stock or securities of such corporation. In addition, Employee shall not, directly or indirectly, during the Company Non-Competitive Period, request or the Bank shall have the right to seek injunctive reliefcause contracting parties, in addition to any other existing rights provided in this Agreement suppliers 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 customers with whom the Company, and shall not be construed as Zygo or any of their respective subsidiaries or affiliates has a limitation uponbusiness relationship to cancel or terminate any such business relationship with the Company, Zygo or any of their respective subsidiaries or affiliates or solicit, interfere with, or as an alternative entice from the Company, Zygo or in lieu ofany of their respective subsidiaries or affiliates, or otherwise hire, any such remedies. If employee (or former employee) of the Company, Zygo or 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 their respective subsidiaries 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 courtaffiliates.

Non-Competition. During Hall acknowledges that the Period covenants and --------------- agreements in this Section 10 are in consideration of Employment hereunderHall's employment with ENI under this Agreement and Hall's opportunity to increase his shareholdings in ENI as a result of the recapitalization, and in are necessary to protect the event the Employee’s employment is terminated pursuant to subparagraphs 10.2 or 10.3 hereoflegitimate interests of ENI, 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 terminationemployees, 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 other shareholders 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 institutionENI. During the Period of Employment hereunderRestriction (as hereinafter defined), and Hall will not (a) engage, directly or indirectly, anywhere in North America, alone or as a shareholder (other than as a holder of less than five percent (5%) of the common stock of any publicly traded corporation), partner, officer, director, employee or consultant of any other business organization that is engaged or becomes engaged in a business the Designated Industry (as hereinafter defined), (b) divert to any competitor of ENI, any customer of ENI, or (c) solicit or encourage any officer, key employee or consultant of ENI to leave its employ for a period alternative employment in the Designated Industry. For purposes of two years thereafter no matter the reason of terminationthis Section 10, the Employee will not solicit term "Designated Industry" shall mean any person who was a customer business activity that ENI is conducting at the time of the Company or the Bank during the period termination of the Employee’s employment hereunder, or solicit potential customers who are or were identified through leads developed during the course of Hall's employment with ENI or of which Hall has or should have knowledge that ENI then proposes to conduct, including but not limited to (i) engineering, procurement and construction management services relating to coal processing facilities, mineral processing facilities or environmental projects to 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 extent that such services are competitive with any services offered or financial products soldprovided by ENI, (ii) the design or any business or activity engaged in, by Company manufacture of machinery and equipment for use in coal processing or the Bank. The Employee understands processing of other minerals to the extent that in such machinery or equipment would be competitive with any machinery and equipment designed, manufactured or distributed by ENI, and (iii) the event of a violation design, manufacture or distribution of any provision industrial threaded fasteners or similar products that are competitive with any products designed, manufactured or distributed by ENI. For purposes 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 "Period of law, without the requirement of posting bond. The remedies provided in this paragraph Restriction" shall be in addition to any legal or equitable remedies existing at law or provided for in any other agreement between the Employee, period commencing on the Bank or Commencement Date and ending three (3) years from the Company, and shall not be construed as a limitation upon, or as an alternative or in lieu of, any such remedieslast day of the Term of this Agreement. If at any time the provisions of this paragraph Section 10 shall be determined by a court of competent jurisdiction to be unenforceable in part invalid or unenforceable, by reason of it being too great a period of time vague or covering too great a geographical unreasonable as to area, it duration or scope of activity, this Section 10 shall be in full force considered divisible and effect shall become and be immediately amended to only such area, duration and scope of activity as to that period of time or geographical area shall be determined to be reasonable and enforceable by the courtcourt or other body having jurisdiction over the matter; and Hall agrees that this Section 10 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein.

Non-Competition. During Except with respect to the Period performance of Employment hereunderSellers’ obligations under the Transition Agreement, for a period commencing on the date of this Agreement and ending five (5) years after the date of this Agreement (such period, as applicable, the “Restriction Period”), each of Buyer and Sellers shall not, and shall ensure that its Affiliates do not, directly or indirectly, including through any acquisition, license, partnership, joint venture or distribution arrangement, market, distribute, offer for sale, or sell in the event United States, any therapeutic product containing baclofen as an active ingredient (other than any such products Exploited by Buyer and its Affiliates as of the Employee’s employment is terminated pursuant to subparagraphs 10.2 or 10.3 hereof, then for the later of date hereof as set forth on Schedule 7.12 hereto) (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 bya “Competing Product”), or knowingly aid or assist any business Third Party in doing any of the foregoing. Notwithstanding anything herein to the contrary, nothing in this Section 7.12(a) shall prohibit or activity engaged in by, restrict the Company or the Bank, including, without limitationability of Buyer, any business Seller 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 their Affiliates from beneficially owning less than five percent (5%) of any office or facility class of the Company, outstanding securities of any publicly-traded Person or conducting research and development in the Bank ordinary course of business. If a Party or any of their Affiliates. This provision shall not restrict the Employee from owning its controlled Affiliates or investing in publicly traded securities of financial institutions, so long as his any Person that directly or her aggregate holdings in any financial institution do not exceed ten percent (10%) indirectly owns a majority of the outstanding voting power of the capital stock of such institution. During Party (such Person, a “Parent”) signs a definitive agreement with respect to a merger or acquisition by which it would acquire rights (other than residual financial rights) in a Competing Product at any time during the Period Restriction Period, then it (or its applicable controlled Affiliate or Parent) shall have nine (9) months from the closing of Employment hereundersuch definitive agreement to divest itself of such rights in the Competing Product and, and for a period of two years thereafter no matter the reason of terminationduring such nine (9) month period, the Employee will sale, marketing or distribution of such Competing Product shall not solicit any person who was be in violation of this Section 7.12(a). In the case of divestiture under the preceding sentence, such divestiture can occur by either (x) an outright sale of all rights in the Competing Product to a customer Third Party or (y) a license to one or more Third Parties of the Company right to sell, market and distribute such Competing Product so long as such Party and its subsidiaries and parent entities only retain residual financial rights with respect to such Competing Product and do not exercise or have the Bank during ability to exercise any role or influence in any manner over the period conduct 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 such Competing Product (other than the Company protection of reputational, intellectual property or similar rights or interests). For the Bank within avoidance of doubt, if a Party enters into a transaction with any area Person whereby such Party undergoes a Change in Control, then the foregoing limitations and requirements of 100 miles of any office or facility of the Company, the Bank this Section 7.12(a) shall not apply to such acquiring Person or any of their Affiliatesits Affiliates other than the applicable Party and its controlled Affiliates prior to such transaction, nor shall such Party and its controlled Affiliates be prohibited from entering into intercompany transfers or services with such Person or its other Affiliates as do not relate to a Competing Product. The Employee will not, either during It is further understood and agreed that 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 remedies at law are inadequate 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 case of any provision breach of this Agreementcovenant and that Buyer or Sellers, as the Company or the Bank case may be, shall have the right be entitled to seek injunctive equitable relief, in addition including the remedy of specific performance, with respect to any other existing rights provided in this Agreement or by operation breach 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 courtcovenant.

Non-Competition. During Each of Seller and Kadant agree --------------- that, for a period of five (5) years following the Period of Employment hereunderClosing Date, and it will not, directly or indirectly, alone or in an active capacity with any person or entity, anywhere in the event world, develop, design, manufacture, sell, promote or distribute or provide consulting services with respect to or be involved with the Employee’s employment is terminated pursuant to subparagraphs 10.2 design, development, manufacture, sale, promotion or 10.3 hereof, then distribution of Restricted Products (the "Restricted Business"). "Restricted Products" are composite resin/fiber building products. The foregoing shall not prohibit Seller or Kadant from purchasing for the later of (a) one year thereafter investment any securities 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 interest in any third party, become organization 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, Restricted Business so long as his or her its aggregate holdings in any financial institution such organization do not exceed ten percent (10%) of the outstanding capital stock 5% of such institutionorganization's total equity. During the Period of Employment hereunderKadant represents and warrants to Buyer that Kadant and its current subsidiaries are not currently conducting any business that would constitute a Restricted Business and, based on such representation and for a period of two years thereafter no matter the reason of terminationwarranty, the Employee will Kadant and its current subsidiaries shall not solicit be restricted in any person who was a customer of the Company manner from conducting its 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 their business of the Company or the Bank within any area of 100 miles of any office or facility of the Company, the Bank as currently conducted. The foregoing shall not prohibit Kadant or any of their Affiliates. The Employee will notits subsidiaries (a "Kadant Party") from acquiring any person or entity which conducts a Restricted Business; provided, either during however, if the Period Restricted Business involves composite resin/fiber decking products, the applicable Kadant Party must commence and pursue the transfer of Employment hereunder or for the Restricted Business to a period of two years thereafter directly for himself or any third party. If the applicable Kadant Party is not able to transfer the Restricted Business to a third party within one (1) year following the acquisition of such Restricted Business by the applicable Kadant Party, solicitthe applicable Kadant Party shall either (i) cease the Restricted Business, induceor (ii) offer to sell to Buyer, recruit or cause another person in for the employment then current book value of the Bank, the Company or any of their Affiliates business 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 courtaccordance with GAAP.

Non-Competition. During The Grantee covenants and agrees that during the Period Grantee’s Employment and for a period of Employment hereunder, twelve (12) months (and in the event the Employee’s employment is terminated pursuant to subparagraphs 10.2 or 10.3 hereof, then such period shall be tolled on a day-to-day basis for the later of (a) one year thereafter or (b) the period each day 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 Grantee participates in any business or activity which is directly in competition with any services or financial products sold byviolation of the restrictions set forth in this Section 10(a)) following the termination of the Grantee’s Employment, or any business or activity engaged in by, whether such termination occurs at the insistence of the Company or its Affiliates or the BankGrantee (for whatever reason), includingthe Grantee will not, without limitationdirectly or indirectly, alone or in association with others, anywhere in the Territory (as defined below), own, manage, operate, control or participate in the ownership, management, operation or control of, or be connected as an officer, employee, investor, principal, joint venturer, shareholder, partner, director, consultant, agent or otherwise with, or have any financial interest (through stock or other equity ownership, investment of capital, the lending of money or otherwise) in, any business business, venture or activity engaged that directly or indirectly competes, or is in by planning, or has undertaken any federally or state chartered bankpreparation, savings bankto compete, savings and loan association, trust company and/or credit union, and/or any services or financial products sold by such entities, including, without limitation, 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 Business of the Company, the Bank Company or any of their its Immediate Affiliates (any Person who engages in any such business venture or activity, a “Competitor”), except that nothing contained in this Section 10(a) shall prevent the Grantee’s wholly passive ownership of two percent (2%) or less of the equity securities of any Competitor that is a publicly-traded company. For purposes of this Section 10(a), the “Business of the Company or any of its Immediate Affiliates. This provision ” is that of arts and crafts specialty retailer providing materials, ideas and education for creative activities, as well as any other business that the Company or any of its Immediate Affiliates conducts or is actively planning to conduct at any time during the Grantee’s Employment, or with respect to the Grantee’s obligations following the termination of the Grantee’s Employment the twelve (12) months immediately preceding the termination of the Grantee’s Employment; provided, that the term “Competitor” shall not restrict include any business, venture or activity whose gross receipts derived from the Employee retail sale of arts and crafts products (aggregated with the gross receipts derived from owning the retail sale of arts and crafts projects of any related business, venture or investing in publicly traded securities of financial institutions, so long as his or her aggregate holdings in any financial institution do not exceed activity) are less than ten percent (10%) of the outstanding capital stock aggregate gross receipts of such institutionbusinesses, ventures or activities. 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 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 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.Section 10(a),

Non-Competition. During Except as expressly provided herein, each of the Period of Employment hereunder, Managers agrees that during the period commencing on the date hereof and in the event the Employee’s employment is terminated pursuant to subparagraphs 10.2 or 10.3 hereof, then for terminating on the later of (ai) one year thereafter after such time as the Management Agreement is terminated and neither Xx. Xxxxxxxx nor Xx. Xxxxxx is a director or executive officer of the Corporation, or (ii) the date on which neither Xx. Xxxxxxxx nor Xx. Xxxxxx beneficially owns more than fifteen (15%) percent of the outstanding shares of common stock of the Corporation on a fully diluted basis (including Partnership units redeemable for shares of common stock of the Corporation (the "Non- Competition Period"), neither Xx. Xxxxxxxx, Xx. Xxxxxx, the Managing Company nor any affiliate of the Managing Company (within the meaning of Rule 12(b)-2 of the Securities Exchange Act of 1934) (an "Affiliate" and together with Xx. Xxxxxxxx, Xx. Xxxxxx and the Managing Company, the "Managing Group") shall engage in any way, directly or indirectly, in the acquisition, ownership, operation, development, management, renovation or leasing of any retail shopping center properties (or mixed properties which are primarily known as retail shopping center properties based upon the relative square footage of each use) or any improvements thereof located in the United States, except for (i) the Managing Company in its capacity as a manager of the Owner's Properties, (ii) Xx. Xxxxxxxx or Xx. Xxxxxx in his or her capacity as a director, officer or employee of the Managing Company but solely in the Managing Company's capacity as manager of the Owner's Properties, or (iii) Xx. Xxxxxxxx or Xx. Xxxxxx in his or her capacity as an employee, director, trustee, officer or equity owner of the Corporation; provided, however, that this Section 1(a) shall not apply to (i) the activities of the Managing Group with respect to any property listed in Exhibit A (the "Excluded Properties") attached hereto; (ii) the expansion of the Excluded Properties which expansion is contiguous to such property and (a) will not increase the existing gross leaseable area of the property by more than 10%; or (b) is the period during which compensation result of the exercise of the fiduciary duty of Xx. Xxxxxxxx or benefits are being Xx. Xxxxxx after discussion with their partners or members, as the case may be; (iii) the acquisition, operation, development, management or leasing of any retail shopping center property located anywhere in the Continental United States by the Managing Group provided pursuant to this Agreement after its terminationthat the retail shopping center portion of such property shall not exceed twenty thousand (20,000) square feet; (iv) the acquisition by Xx. Xxxxxxxx, the Employee will not directly for himself or herself Xx. Xxxxxx, their spouses and their issue of any property or any third party, become engaged interest in any business property by inheritance; (v) Xx. Xxxxxxxx or activity which is directly in competition with any services Xx. Xxxxxx providing advice or financial products sold byassistance involving the acquisition, operation, development, management or leasing of any business retail shopping center property located anywhere in New York City or activity engaged in by, outside 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 New York City area provided 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, property is not within a 25 two mile radius of any office property owned by the Corporation or facility of the CompanyPartnership (a "Non-Competitive Property"), the Bank or to any of their Affiliateschildren with regard to projects that are Non-Competitive Properties initiated by such children, provided that (x) at the time such child initially approaches such member of the Managing Group, such member has no knowledge (following appropriate due diligence) that the Partnership or Corporation is involved in or considering such a project and (y) if such member of the Managing Group thereafter obtains knowledge that the Partnership or Corporation is considering such a project, such member of the Managing Group shall promptly inform the Partnership or Corporation , as the case may be, of such member's involvement with his child and excuse himself from any involvement with such project on behalf of the Partnership or Corporation, as the case may be. This provision shall not restrict In the Employee event five (5) years from owning or investing in publicly traded securities the date hereof Xx. Xxxxxx has ceased being a director and an executive officer of financial institutions, so long as his or her aggregate holdings in any financial institution do not exceed ten percent the Corporation for at least one year and beneficially owns less than five (105%) percent of the outstanding capital shares of common stock of such institution. During the Period Corporation on a fully diluted basis (including Partnership units redeemable for shares 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 common stock of the Company Corporation), then notwithstanding anything to the contrary herein, with respect to Xx. Xxxxxx only, this Agreement shall be deemed terminated and of no further force 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 Affiliateseffect. 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 Nothing contained 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 way be construed as a limitation uponrestriction or limitation, now or in the future, on the ability of Xx. Xxxxxxxx'x father, Xxxx Xxxxxxxx, or as an alternative brother, Xxxxx Xxxxxxxx, to own, develop, operate 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 courtmanage retail shopping centers.

Non-Competition. During the Employment Period and after termination of Employment hereunderthis Agreement by Executive under Section 6.1(a), and or the Company under Section 5 or 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 one (1) year after the date of termination of this Agreement (the "Non-compete Period"). 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) no more than five percent (5%) of 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 securities of any office or facility other publicly-held company. The Non-compete period may be extended for up to an additional two (2) years, at the option of the Company, provided that the Bank or any Company continues to make the monthly payments and provides the benefits required under Section 6.2 hereof, for such additional period. The Executive recognizes and agrees that because a violation by him of their Affiliates. This provision shall not restrict his obligations under this Section 8 will cause irreparable harm to 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, 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 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 The Purchaser and the Seller agree that the Purchase Price was fixed on the basis that the transfer of the Transferred Assets to the Purchaser would provide the Purchaser with the full benefit and good will of the Seller as it existed on the Closing Date. The Seller acknowledges that it is proper for the Purchaser to have assurance that the value of the Transferred Assets will not be diminished by acts of the Seller after the Closing Date. Accordingly, the Seller covenants and agrees that, commencing on the Closing Date and ending on July 21, 2015 , it will not (i) directly or indirectly compete with, or own, manage, operate, or control or participate in the ownership, management, operation or control of, or provide consulting services to, any business, firm, corporation, partnership, person, proprietorship or other entity which is conducting any business which competes with the business of the Seller as constituted on the Closing Date or as constituted thereafter before July 21, 2015, to the extent reflecting a reasonable extension of the Seller's line or lines of business as constituted on the Closing Date (the "Restricted Business"), (ii) directly or indirectly solicit employment by any person, partnership, corporation or other entity of any of the employees, consultants, agents, or independent contractors of the Seller (for this purpose the terms "employees," "consultants," "agents," and "independent contractors" shall include any persons having such status with regard to the Seller at any time during the six (6) months preceding any solicitation in question), or (biii) the period during which compensation or benefits are being provided pursuant to this Agreement after its terminationsolicit, 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 byinterfere with, or endeavor to entice away from the Seller, on behalf of any business person, partnership, corporation, or activity engaged in by, the Company or the Bank, including, without limitationother entity, 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 Restricted Business of the Employee’s employment hereunderSeller. If the Seller commits a breach, or solicit potential customers who are or were identified through leads developed during the course threatens to commit a breach, 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 provisions of 100 miles of any office or facility of the Companythis Section 8.3, 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 Purchaser shall have the right to seek injunctive reliefand remedy, in addition to any other existing rights provided in this Agreement or by operation of lawothers, without to have 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 8.3 specifically enforced by a any court of competent jurisdiction to be unenforceable in part by reason of having equity jurisdiction, together with an accounting therefor, it being too great a period of time or covering too great a geographical area, it shall be in full force acknowledged and effect as to that period of time or geographical area determined to be reasonable understood by the courtSeller that any such breach or threatened breach will cause irreparable injury to the Purchaser and that money damages will not provide an adequate remedy therefor.

Non-Competition. During Executive hereby acknowledges that the Period services which he will perform for the Company are of Employment a special and unique nature, and that the Company would find it extremely difficult or impossible to replace Executive. Accordingly, Executive agrees that, in consideration of this Agreement and the payments to be received by him hereunder, from and in after 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) date hereof through the period during which compensation or benefits are being provided pursuant Executive continues 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, be employed by the Company and following termination of Executive’s employment for any reason until the first anniversary (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 second anniversary in the event Executive is entitled to payments under Sections 5(a)(B)(x) and (y)) of such termination of employment (the “Non-Competition Period”), Executive shall not, directly or indirectly, own, manage, operate, join, control or participate in the ownership, management, operation or control of, or be connected as a violation of director, officer, employee, partner, lender, consultant or otherwise (“Participate” or a “Participation”) with any provision Competitor (as hereinafter defined), except with the Company’s prior written consent. For purposes of this Agreement, the Company or term “Competitor” shall mean any entity engaged in the Bank shall have business of providing property monitoring services with revenue in excess of One Million Dollars ($1,000,000) during the right to seek injunctive relief, in addition to any other existing rights provided most recent twelve (12) month period for which financial statements are available. Nothing in this Agreement section shall prohibit Executive from owning for investment purposes an aggregate of up to 3% of the publicly traded securities of any corporation listed on the New York Stock Exchange or by operation of lawAmerican Stock Exchange or whose securities are quoted on the NASDAQ National Market. Notwithstanding anything which may be to the contrary herein, 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 uponrequired to cease Participation in any business or organization which begins to compete with the Company subsequent to the time Executive commences such Participation, provided that such business or organization began to compete with the Company through no action, assistance, or as an alternative or in lieu of, any such remediesplan of Executive. If any It is the desire and intent of the parties that the provisions of this paragraph Section 7 shall be determined by a court enforced under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of competent jurisdiction this Section 7 is adjudicated to be invalid or unenforceable in part by or shall for any reason of it being too great a period of time be held to be excessively broad as to duration, geographic scope, activity or covering too great a geographical areasubject, it shall be in full force construed by limiting and effect reducing it, so as to be enforceable to the extent compatible with applicable law and such provision shall be deemed modified and amended to the extent necessary to render such provision enforceable in such jurisdiction. If Executive challenges the enforceability of the provisions of this Section 7 in whole or in part as to any Competitors, Executive shall, immediately upon such challenge, forfeit any right to any payments and benefits under Section 5(a) or 5(b) that period of time or geographical area determined to be reasonable by the courthe has not already received.

Non-Competition. During Xxxxxx acknowledges that the Period covenants and --------------- agreements in this Section 10 are in consideration of Employment hereunderXxxxxx'x employment with ENI under this Agreement and Xxxxxx'x opportunity to increase his shareholdings in ENI as a result of the recapitalization, and in are necessary to protect the event the Employee’s employment is terminated pursuant to subparagraphs 10.2 or 10.3 hereoflegitimate interests of ENI, 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 terminationemployees, 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 other shareholders 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 institutionENI. During the Period of Employment hereunderRestriction (as hereinafter defined), and Xxxxxx will not (a) engage, directly or indirectly, anywhere in North America, alone or as a shareholder (other than as a holder of less than five percent (5%) of the common stock of any publicly traded corporation), partner, officer, director, employee or consultant of any other business organization that is engaged or becomes engaged in a business the Designated Industry (as hereinafter defined), (b) divert to any competitor of ENI, any customer of ENI, or (c) solicit or encourage any officer, key employee or consultant of ENI to leave its employ for a period alternative employment in the Designated Industry. For purposes of two years thereafter no matter the reason of terminationthis Section 10, the Employee will not solicit term "Designated Industry" shall mean any person who was a customer business activity that ENI is conducting at the time of the Company or the Bank during the period termination of the Employee’s employment hereunder, or solicit potential customers who are or were identified through leads developed during the course of Xxxxxx'x employment with ENI or of which Xxxxxx has or should have knowledge that ENI then proposes to conduct, including but not limited to (i) engineering, procurement and construction management services relating to coal processing facilities, mineral processing facilities or environmental projects to 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 extent that such services are competitive with any services offered or financial products soldprovided by ENI, (ii) the design or any business or activity engaged in, by Company manufacture of machinery and equipment for use in coal processing or the Bank. The Employee understands processing of other minerals to the extent that in such machinery or equipment would be competitive with any machinery and equipment designed, manufactured or distributed by ENI, and (iii) the event of a violation design, manufacture or distribution of any provision industrial threaded fasteners or similar products that are competitive with any products designed, manufactured or distributed by ENI. For purposes 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 "Period of law, without the requirement of posting bond. The remedies provided in this paragraph Restriction" shall be in addition to any legal or equitable remedies existing at law or provided for in any other agreement between the Employee, period commencing on the Bank or Commencement Date and ending three (3) years from the Company, and shall not be construed as a limitation upon, or as an alternative or in lieu of, any such remedieslast day of the Term of this Agreement. If at any time the provisions of this paragraph Section 10 shall be determined by a court of competent jurisdiction to be unenforceable in part invalid or unenforceable, by reason of it being too great a period of time vague or covering too great a geographical unreasonable as to area, it duration or scope of activity, this Section 10 shall be in full force considered divisible and effect shall become and be immediately amended to only such area, duration and scope of activity as to that period of time or geographical area shall be determined to be reasonable and enforceable by the courtcourt or other body having jurisdiction over the matter; and Xxxxxx agrees that this Section 10 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein.

Non-Competition. During the Period In consideration of Employment this Agreement, and for other good and valuable consideration provided hereunder, the receipt and in the event the Employeesufficiency of which are hereby acknowledged by Executive, Executive hereby agrees and covenants that, during Executive’s employment is terminated pursuant to subparagraphs 10.2 or 10.3 hereofhereunder and for a period of twelve (12) months thereafter (the “Restricted Period”), 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, 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 Section 2(b), (i) a “Competitive Activity” means any business or other endeavor involving products or services that are the Bank same or similar to products or services (the “Company Products or Services”) that any business of their Affiliatesthe Company is engaged in providing as of the date hereof or at any time during the Term, provided such business or endeavor is in the United States, or in any foreign jurisdiction in which the Company provides, or has provided during the Term, the relevant Company Products or Services, and (ii) 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 backer, agent, partner, member, advisor, lender, consultant or in any other individual or representative capacity with any individual, partnership, corporation or other organization that is engaged in a Competitive Activity. This provision shall not restrict the Employee from owning Notwithstanding anything else in this Section 2(b), (i) Executive may become employed by a partnership, corporation or investing other organization that is engaged in publicly traded securities of financial institutions, a Competitive Activity so long as his Executive has no direct or her aggregate holdings indirect responsibilities or involvement in any financial institution do not exceed ten the Competitive Activity, (ii) Executive may own, for investment purposes only, up to five percent (105%) of the outstanding capital stock of any publicly-traded corporation engaged in a Competitive Activity if the stock of such institution. During corporation is either listed on a national stock exchange or on the Period of Employment hereunderNASDAQ National Market System and if Executive is not otherwise affiliated with such corporation, (iii) if Executive’s employment hereunder is terminated by the Company for any reason other than Executive’s death, Disability or Cause, or by Executive for Good Reason, then the restrictions contained in this Section 2(b) shall lapse, and for (iv) Executive shall only be subject to the restrictions contained in this Section 2(b) to the extent the activity that would otherwise be prohibited by this section poses 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 reasonable competitive threat 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, which determination shall be made by 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 courtgood faith.

Non-Competition. During Lessee acknowledges that upon and after any termination of this Lease, any competition by any member of the Period Leasing Group with any subsequent owner or subsequent lessee of Employment hereunderthe Leased Property (the "Purchaser") would cause irreparable harm to Lessor and any such Purchaser. To induce Lessor to enter into this Lease, Lessee agrees that, from and in after the event date hereof and thereafter until the Employee’s employment is terminated pursuant to subparagraphs 10.2 or 10.3 fifth (5th) anniversary of the termination hereof, then for no member of the later Leasing Group nor any Person holding or controlling, directly or indirectly, any interest in any member of the Leasing Group (a) one year thereafter or (b) the period during which compensation or benefits are being provided pursuant to this Agreement after its terminationcollectively, the Employee will not directly for himself "Limited Parties") shall be involved in any capacity in or herself lend any of their names to or engage in any capacity in any adult care residence or other similar senior housing facility (or any third partyother facility included within the definition of Primary Intended Use), become center, unit or program (or in any Person engaged in any business or such activity which is directly in competition with any services or financial products sold by, or any business related activity competitive therewith), whether such competitive activity shall be as an officer, director, owner, employee, agent, advisor, independent contractor, developer, lender, sponsor, venture capitalist, administrator, manager, investor, partner, joint venturer, consultant or activity engaged other participant in byany capacity whatsoever with respect to an adult care residence or other similar senior housing facility (or any other facility included within the definition of Primary Intended Use), the Company center, unit 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, program located within a 25 ten (10) mile radius of any office or facility the Leased Property. Lessee hereby acknowledges and agrees that none of the Companytime span, scope or area covered by the Bank foregoing restrictive covenants is or any are unreasonable and that it is the specific intent 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%) Lessee that each and all of the outstanding capital stock of such institutionrestrictive covenants set forth hereinabove shall be valid and enforceable as specifically set forth herein. During the Period of Employment hereunderLessee further agrees that these restrictions are special, unique, extraordinary 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 reasonably necessary for the purposes protection of joining, associating, or becoming employed with Lessor and 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 Purchaser and that the Bank. The Employee understands that in the event of a violation of any provision such covenant by any of this Agreement, the Company or the Bank shall have the right Limited Parties would cause irreparable damage to seek injunctive relief, in addition to Lessor and 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 Purchaser for which a legal or equitable remedies existing at law or provided for in any other agreement between the Employee, the Bank or the Company, and shall remedy alone would not be construed as a limitation upon, or as an alternative or in lieu of, any sufficient to fully protect 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 courtparties.

Non-Competition. During Employee acknowledges and agrees that the Period Company is engaged in a highly competitive business and, by virtue of Employment hereunder, and in the event the Employee’s employment is terminated pursuant position and responsibilities with the Company and Employee’s access to subparagraphs 10.2 or 10.3 hereofthe Confidential Information, 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 engaging in any business or activity which is directly in competition competitive with any services or financial products sold by, or any the business or activity engaged in by, of the Company or the Bankwill cause it great and irreparable harm. Accordingly, including, without limitation, any business or activity engaged in by any federally or state chartered bank, savings bank, savings Employee covenants 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, agrees that so long as his or her aggregate holdings in any financial institution do not exceed ten percent (10%) of Employee is employed by the outstanding capital stock of such institution. During the Period of Employment hereunder, Company and for a period of two (2) years thereafter no matter the reason of terminationafter such employment is terminated, the whether voluntarily or involuntarily, Employee will not solicit any person who was a customer not, without the express written consent 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 Chief Executive Officer of the Company, directly or indirectly, own, manage, operate or control, or be employed in an executive, management, sales, research, marketing, or customer service capacity (all areas for which Employee had responsibility and/or involvement while employed by the Bank Company), by any company 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 other business engaged in the provision of commercial real estate information or software or such other related business as the Company may become engaged during Employee’s employment by the Company. Consistent with the broad responsibilities of Employee on behalf of the Bank, Company and 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, geographic territory serviced 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, this restriction shall apply in the United States, the United Kingdom and any other country where the Company is operating at the time Employee leaves employment with the Company. Employee and the Company specifically agree that the companies restricted by this Agreement include but are not limited to: LoopNet, Inc.; Xceligent; Black’s Guide; Dxxxx Publishing; Commercial Search, Cityfeet, Octane Ventures, Oxxxxxxxxxx.xxx, Mxxxxxxx & Swift, Yale Rxxxxxx, Estates Gazette and RXXX; provided, however, that the foregoing covenant shall not be construed as a limitation upon, or deemed to prohibit Employee from acquiring as an alternative investment not more than one percent (1%) of the capital stock of a competing business whose stock is traded on a national securities exchange 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 courtover-the-counter.

Non-Competition. During the Period period commencing on the date hereof and ending on the tenth anniversary of Employment hereunderthe Closing Date (the “Non-Compete Period”), and Icahn, shall not, without AREP’s prior written consent, directly or indirectly, for his own account, or in the event the Employee’s employment is terminated pursuant to subparagraphs 10.2 any capacity on behalf of any other third person or 10.3 hereofentity, then for the later of (a) one year thereafter whether as an officer, director, employee, partner, joint venturer, consultant, investor or (b) the period during which compensation otherwise, engage, or benefits are being provided pursuant to this Agreement after its terminationassist others engaged, the Employee will not directly for himself in whole or herself or any third partyin part, become engaged in any business deriving more than 25% of its revenues or activity which income from providing investment management services (a “Competing Business”); provided that ownership of stock of a business shall not be deemed a violation of this Section 1 if and for so long as (x) the stock of such business is directly in competition with any services or financial products sold bypublicly traded, 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 (y) 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 ownership does not exceed 5% of the Companyaggregate outstanding equity interest of such business and (z) Icahn does not otherwise participate in the management, operations or affairs of such business. Notwithstanding the Bank foregoing, nothing in this Non-Competition Agreement shall be construed to prohibit Icahn from rendering services to, acquiring an economic interest in or otherwise providing assistance to the Companies, AREP or any of their Affiliates. This provision shall not restrict the Employee from owning controlled Affiliates or investing in publicly traded securities of financial institutions, so long as his any pooled investment vehicle which is advised 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 terminationsubadvised by AREP, 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 Companies or any of their controlled Affiliates. The Employee will not, either during or providing investment management services (whether personally or as an employee or partner of a business formed for this purpose) solely on his own behalf or on behalf of one or more of his family members, including trusts of which his family members are the Period of Employment hereunder principal beneficiaries and corporations, limited partnerships, limited liability companies 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 similar entities established solely for the benefit of, and wholly owned by, his family members. Furthermore, Icahn may notify AREP of any proposed activity for the purpose of soliciting a conclusion as to whether such activity would violate this Section 1. AREP agrees that it shall approve or disapprove Icahn’s proposal within 30 days of receipt of such notice. If AREP approves such activity for purposes of joiningthis Section 1, associatingthen such activity, or becoming employed with any business or activity which is as disclosed in competition with any services or financial products soldIcahn’s request for approval, or any business or activity engaged in, by Company or the Bank. The Employee understands that in the event of will not constitute 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 1.

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 Each Major Seller acknowledges that (a) one year thereafter or the Buyer would not have entered into this Agreement but for the agreements and covenants contained in this Section 11 and (b) the period during which compensation or benefits agreements and covenants contained in this Section 11 are being provided pursuant essential to this Agreement after its termination, protect 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, and goodwill 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 Business. To induce the Buyer to enter into this Agreement, each Major Seller hereby severally, and investment servicesnot jointly, within a 25 mile radius of any office or facility of agrees that following 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, Closing Date and for a period of two three (3) years thereafter no matter (the reason “Restricted Period”), such Major Seller shall not, directly or indirectly, own, manage, operate, join, control or participate in the ownership, management, operation or control of, or be employed or retained by, render services to, provide financing (equity or debt) or advice to any business engaged in the business of terminationresearching, developing, distributing and/or manufacturing generic pharmaceutical products for distribution, directly or through a third party in (i) any country where the Employee will not solicit Buyer or any person who was a customer of its Affiliates has commenced distribution, marketing or sales of generic pharmaceutical products prior to the date that such other business has commenced distribution, marketing or sales of generic pharmaceutical products in such country or (ii) in the United States of America; provided, however, that nothing contained herein shall (A) prevent the purchase or ownership by any Major Seller of less than ten (10%) percent of the Company or the Bank during the period outstanding equity securities of any class of securities of a company registered under Section 12 of the Employee’s employment hereunderSecurities and Exchange Act of 1934, as amended, or solicit potential customers who are (B) restrict or were identified through leads developed during prevent any Major Seller from, directly or indirectly, owning, managing, operating, joining, controlling or participating in the course of employment with the Company ownership, management, operation or the Bankcontrol of, or being employed or retained by, rendering services to, providing financing (equity or debt) or advice to, or otherwise divert or attempt to divert be connected in any existing manner with CONFIDENTIAL INFORMATION OMITTED (TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION) ASTERISKS DENOTE SUCH OMMISSIONS any business engaged in the business of researching, developing, distributing and/or manufacturing generic pharmaceutical products solely for distribution (whether directly or through a third party) (1) outside both (x) countries where the Company or the Bank within any area of 100 miles of any office or facility of the Company, the Bank Buyer or any of their Affiliates. The Employee will notits Affiliates has commenced distribution, either during marketing or sales of generic pharmaceutical products and (y) the Period United States of Employment hereunder America or for (2) in a period country other than the United States of two years thereafter directly for himself or any third party, solicit, induce, recruit or cause another person America in which such business is engaged in such conduct before the employment of the Bank, the Company Buyer or any of their its Affiliates to terminate his has commenced distribution, marketing or her employment for sales of generic pharmaceutical products, regardless of the purposes location of joiningthe facilities, associatingoffices, management, properties 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 assets 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 courtbusiness.

Non-Competition. During (a) For a period of five years after the Closing Date (the "Restricted Period"), the Seller agrees that the Seller shall not (and the Seller shall cause the Remaining Subsidiaries and any Person Controlled by the Seller or the Remaining Subsidiaries not to) engage, directly or indirectly, anywhere within the United States and Canada (the "Restricted Territory") in any business that sells, markets, manufactures, distributes, produces or supplies football and baseball helmets, shoulder pads, football and baseball uniforms and other football and baseball products (except practice wear), football and baseball protective equipment products and sports collectible products ("Xxxxxxx Products"), including but not limited to the kind of such Xxxxxxx Products sold, marketed, manufactured, distributed, produced or supplied by the Seller or the Seller Subsidiaries in the operation of the Business as of the Closing Date (a "Xxxxxxx Competitive Business") or, without the prior written consent of the Buyer, directly or indirectly, own any interest in, manage, operate, join, control, lend money or render financial or other assistance to or participate in or be connected with, as partner, stockholder, consultant or otherwise, any Person which engages or intends to engage in a Xxxxxxx Competitive Business in the Restricted Territory. As a separate and independent covenant, the Seller further agrees with the Buyer that, during the Restricted Period, the Seller will not (and the Seller shall cause the Remaining Subsidiaries and any Person Controlled by the Seller or the Remaining Subsidiaries not to) in any way, directly or indirectly, for the purpose of conducting or engaging in any Xxxxxxx Competitive Business or selling, marketing, manufacturing, distributing, producing or supplying Xxxxxxx Products, solicit, advise or otherwise do for such purpose, or attempt to do for such purpose, business with any customers of the Buyer, the Seller Subsidiaries or the Business or take away or interfere or attempt to interfere with any customer, trade, business or patronage of the Buyer, the Seller Subsidiaries or the Business or interfere with or attempt to interfere with any officers, employees, representatives or agents of the Buyer, the Seller Subsidiaries or the Business or hire, solicit, induce or attempt to induce any of them to leave the employ of Buyer, the Seller Subsidiaries or the Business or violate the terms of their Contracts, or any employment arrangements. Notwithstanding the foregoing: (i) the Seller shall not during and after the Restricted Period be prohibited by this Section 5.15(a) from distributing to customers of Employment hereunderthe Buyer, the Seller Subsidiaries or the Business cheerleading and dance team products and soccer products or from operating cheerleading and dance team camps and competitions for such customers, and (ii) Fox Athletic LLC, a subsidiary of the Seller ("Red Fox"), is hereby authorized to sell Uniforms to the Buyer pursuant to, 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 terminationaccordance with, 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 terms 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 conditions 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, Apparel Supply Agreement 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 Red Fox shall not be construed as a limitation uponprohibited during and after the Restricted Period from selling Uniforms, provided that such Uniforms are sold by Red Fox, in bona fide arms-length transactions, only to distributors of such Uniforms that are not Affiliates of the Seller or as an alternative Red Fox for resale only to retailers and not directly to schools 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 courtother customers.

Non-Competition. During In consideration of the Period benefits of Employment hereunderthis Agreement to Seller and its members, and as a material inducement to Purchaser to enter into this Agreement and pay the Purchase Price, and in order that the event Purchaser may have and enjoy the Employee’s employment is terminated pursuant to subparagraphs 10.2 or 10.3 hereoffull benefit of the Assets and the Business, then for each of Seller, and its members hereby covenant and agree that, commencing on the later of Closing Date and ending on the date four years after the Closing Date, Seller will not and will cause its Subsidiaries not to, (a) one year thereafter engage, directly or indirectly, in the wholesale distribution of the products of the Business being produced or sold by Seller on the date hereof or on the Closing Date, or any products which compete with such products (the "Competitive Products") to convenience stores, anywhere in the Territory ("Competitive Activity"), or (b) directly or indirectly invest in any equity of or manage, operate or control or become a consultant with respect to any Competitive Activity for any Person that engages in any Competitive Activity for the period during which compensation or benefits are being provided pursuant to this Agreement after its termination, beginning on 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, Closing Date and ending on 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 fourth anniversary of the CompanyClosing Date (the "Noncompetitive Period"). Notwithstanding the foregoing, nothing contained herein shall limit the Bank right of Seller, Marsh Supermarkets, Inc. or any of their Affiliates. This provision shall not restrict the Employee from owning respective affiliates and Subsidiarixx xx (a) distribute Competitive Products to stores owned directly or investing in publicly traded securities of financial institutionsindirectly by Marsh Supermarkets, 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 Inc. in the event of a violation the breach by Purchaser or thx xxxmination of the respective Marsh Supermarkets, LLC or Village Pantry, LLC Distribution Service Agxxxxxnt ("DSA's") to be executed with Purchaser at the Closing, (b) distribute specialty products to convenience stores, either directly or through other wholesalers, including but not limited to (i) coffee and other complimentary or ancillary products through Crystal Food Services or its affiliates, or (ii) products manufactured or produced by the Marsh central kitchen, or (c) to hold and make passive investments in xxxxxities of any provision of this Agreement, the Company Person that is registered on a national securities exchange or the Bank shall have the right admitted to seek injunctive relief, trading privileges thereon or actively traded in addition to any other existing rights a generally recognized over-the-counter market; 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, that Seller's and its members' aggregate beneficial equity interest therein shall not be construed as a limitation upon, exceed 5% of the outstanding shares or as an alternative or interests 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 courtPerson.

Non-Competition. During The Seller acknowledges that the Period of Employment hereundercovenants and agreements in this Section 10.2 are a condition precedent to the Buyer's obligations to acquire the Acquired Assets under this Agreement, and that the Buyer would not acquire the Acquired Assets but for the Seller's agreements with the Buyer in this Section 10.2. Each of the Seller and the Buyer acknowledges that from and after the Closing Date, the Buyer will sell products to customers located in markets throughout the world and that engagement by the Seller in the event Designated Industry (as hereinafter defined) could cause the Employee’s employment is terminated pursuant to subparagraphs 10.2 Buyer irreparable damage. For a period from the date hereof until the third year following the last Royalty payment or 10.3 hereofContingent Payment, then for the later Seller shall not, without the prior written consent of the Buyer, (a) one year thereafter engage anywhere in the world, directly or indirectly, alone or as a shareholder (other than as a holder of less than 1% of the capital stock of any publicly-traded corporation), member, partner, officer, director, employee or consultant, in any business organization that is engaged or becomes engaged in the business of designing, manufacturing or marketing of insert injection molding machines or in the development of such machines (the "Designated Industry"), (b) divert to any competitor of the period during which compensation or benefits are being provided pursuant to this Agreement after its terminationSeller, the Employee will not directly for himself or herself Buyer or any third partyof its affiliates any customer of the Seller, become engaged in any business the Buyer or activity which is directly in competition with any services or financial products sold bysuch affiliates, or (c) solicit or encourage any business officer, employee or activity engaged in byconsultant of the Seller, the Company Buyer or any of its affiliates to leave its employ for employment by or with the Bank, including, without limitation, Seller or 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 competitor of the Company, the Bank Seller 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 remediesaffiliates. If at any time the provisions of this paragraph Section 10.2 shall be determined by a court of competent jurisdiction to be unenforceable in part invalid or unenforceable, by reason of it being too great a period of time vague or covering too great a geographical unreasonable as to area, it duration or scope of activity, this Section 10.2 shall be in full force considered divisible and effect shall become and be immediately amended to only such area, duration and scope of activity as to that period of time or geographical area shall be determined to be reasonable and enforceable by a court or other body having jurisdiction over the courtmatter; and the Seller agrees that this Section 10.2 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein.

Non-Competition. During the Period Consulting Term (including any extension thereof) and for six months thereafter, neither the Consultant nor Kxxxxxxxx shall engage in or become associated with any Competitive Activity, unless the Company terminates this Agreement without Cause or elects not to extend the Consulting Term for one year, in which case the period of Employment hereundernon-competition shall end upon the effective date of such termination or failure to extend. "Competitive Activity" shall mean any business or other endeavor (conducted in any country in which the Company has significant business operations) that engages to a significant degree in a business that directly competes with any substantial part of any of the Company's businesses of (i) producing television and other video programs, (ii) designing, developing, licensing, promoting and selling merchandise through catalogs, direct marketing, internet commerce and/or retail stores of the product categories in which the Company so participates during the Consulting Term, (iii) the creation, publication or distribution of regular or special issues of magazines, and (iv) any other business in which the event Company is engaged during the Employee’s employment is terminated pursuant Consulting Term (the "Company Business"). Notwithstanding the preceding sentence, Consultant and Kxxxxxxxx shall be permitted to subparagraphs 10.2 engage in any business or 10.3 hereofother endeavor pertaining directly to the music industry; moreover, then Kxxxxxxxx shall be free to make personal appearances, and otherwise trade on his name and reputation, so long as doing so does not involve direct competition with the Company Business. The Consultant and/or Kxxxxxxxx shall be considered to have become "associated with a Competitive Activity" if it or he becomes involved as an owner, employee, officer, director, independent contractor, agent, partner, advisor, or in any other capacity calling for the later rendition of the Consultant's or Kxxxxxxxx'x personal services, with any individual, partnership, corporation or other organization that is engaged in a Competitive Activity and its or his involvement materially relates to the Competitive Activity of such entity; provided, however, that the Consultant and/or Kxxxxxxxx shall not be prohibited from (a) one year thereafter owning less than two percent of the equity of any publicly traded corporation, whether or not such corporation is in competition with the Company or (b) serving as a director of a corporation or other entity the period during primary business of which compensation or benefits are being provided pursuant to this Agreement after its terminationis not a Competitive Activity. If, at any time, 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 Section 7 shall be determined by a court of competent jurisdiction to be unenforceable in part invalid or unenforceable, by reason of it being too great a period of time vague or covering too great a geographical unreasonable as to area, it duration or scope of activity, this Section 7 shall be in full force considered divisible and effect shall become and be immediately amended to only such area, duration and scope of activity as to that period of time or geographical area shall be determined to be reasonable and enforceable by the courtcourt or other body having jurisdiction over the matter; and the Consultant and Kxxxxxxxx agree that this Section 7 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein.

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 For a period of five (5) years from the Closing Date, each Seller agrees that it will not, and each will cause its controlled Affiliates not to, directly or indirectly, engage in the distribution, marketing or selling of Products or providing related inventory management and warehousing services with respect to the Products, in each case to third party customers in the aerospace industry (b) the period during which compensation or benefits are being provided pursuant a “Competing Business”); provided, however, that nothing in this Section 5.11 shall be deemed to this Agreement after its termination, the Employee will not directly for himself or herself or any third party, become engaged limit in any business way the conduct of the Excluded 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 inventory management 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 warehousing services to third party 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, include Products in addition to any other existing rights products or services (provided that the Products are provided to such third party customer pursuant to the Supply Agreement) and such activities and businesses shall be excluded from the definition of Competing Business for all purposes related to this Agreement. The restrictions 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 5.11(a) shall not be construed as a limitation uponto prohibit or restrict any Seller or any of its controlled Affiliates from acquiring any Person or business that engages in any Competing Business provided that (i) the engagement in such Competing Business does not constitute the principal part of the activities of the Person or business to be acquired (based on total revenues expressed in US dollars or calculated in US dollars utilizing the relevant and then applicable current foreign currency exchange rate, of all sales of such Person or business during the consecutive four (4) full calendar quarters immediately preceding the effective date of acquisition of such Person or business), or as an alternative (ii) if the Competing Business constitutes in excess of 20% of the revenues of the Person or business acquired, or the revenues of such Competing Business are in lieu ofexcess of $50,000,000 per year, Sellers (A) promptly provide written notice to Purchaser after its acquisition of the Competing Business (the “Acquisition 47 Notice”) and (B) subject to Section 5.11(b), use their commercially reasonable best efforts to divest that portion of such Person or business that engages in the Competing Business within 12 months after the later of its acquisition of the Competing Business or the expiration of any such remedieseffort to sell the Competing Business to the Purchaser under Section 5.11(b). If any Notwithstanding this Section 5.11(a), if the exclusivity provisions of this paragraph shall be determined the Supply Agreement or the Intellectual Property License Agreement are suspended or terminated before the fifth anniversary of the Closing Date, Honeywell or any Seller may engage in any activity necessary to replace the services performed by a court of competent jurisdiction to be unenforceable in part by reason of it being too great a period of time Purchaser under the Supply Agreement or covering too great a geographical area, it shall be in full force and effect as to that period of time Intellectual Property License Agreement during such suspension or geographical area determined to be reasonable by the courtafter such termination.

Non-Competition. During The Executive acknowledges that (i) the Period Executive performs services of Employment hereundera unique nature for the Company that are irreplaceable, and that the Executive’s performance of such services to a Competitor (as defined below) will result in irreparable harm to the Company Group, (ii) the Executive has had and will continue to have access to trade secrets and other confidential information of the Company Group, which, if disclosed, would unfairly and inappropriately assist in competition against the Company Group, (iii) in the event course of the EmployeeExecutive’s employment is terminated pursuant Engagement (as defined below) by a Competitor, the Executive would inevitably use or disclose such trade secrets and confidential information, (iv) the members of Company Group have substantial relationships with their customers and the Executive has had and will continue to subparagraphs 10.2 or 10.3 hereofhave access to these customers, then (v) the Executive has received and will receive specialized training from the Company and other members of the Company Group, (vi) the Executive has generated and will continue to generate goodwill for the later Company in the course of the Executive’s employment, and (a) one year thereafter or (bvii) the period during which compensation or benefits are being provided Executive may receive an award of options to purchase equity in the Company (subject to an applicable option plan, and exercised options will be subject to the Company’s operating agreement as amended from time to time) in connection with his employment by the Company pursuant to hereto. Accordingly, in consideration for this Agreement after its terminationand as additional consideration for any options awarded, 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 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 eighteen (18) months thereafter no matter (or, if areviewing court determines eighteen (18) months to be overbroad in duration, for twelve (12) months thereafter, nine (9) months thereafter, or six (6) months thereafter, respectively; depending, in each case, on the reason determination of terminationthe reviewing court that the respective longer period is overbroad) (the “Restricted Period”) the Executive agrees that, in each of the Employee will not solicit United States of America and Mexico, including the provinces, states and territories thereof, which for the avoidance of doubt includes countries, provinces, states and territories where any person who was a customer member of the Company Group currently engages in the operation of its business or engages in such business at the Bank during date of termination of Executive’s employment, the period of the Employee’s employment hereunderExecutive will not, directly or solicit potential customers who are indirectly, own, manage, operate, control, be employed by, aid, assist or were identified through leads developed during the course of employment with the Company render services to, in whatever form (whether as an employee, consultant, independent contractor or the Bankotherwise, and whether or otherwise divert not for compensation) (“Engage”, any such activities also referred to as “Engagement”), to any person, firm, corporation or attempt to divert other entity (other than any existing business member of the Company Group) engaged in the manufacture; merchandising, distribution, service, or the Bank within any area sale of 100 miles of any office packaging or facility other products or goods of the Companysame or substantially similar type as those which are manufactured, merchandised, distributed, serviced or sold by any member of the Bank Company Group on the date of termination or in which the Executive is aware that the Company Group has taken reasonable tangible steps, on or prior to such date, to be engaged in on or after such date (including sales to customers, vendors or intermediaries in any such country) (a “Competitor”). Notwithstanding the foregoing, nothing herein shall prohibit the Executive from being a passive owner of their Affiliatesnot more than one percent (1%) of the equity securities of a publicly traded Competitor, so long as the Executive has no active participation in the business of such Competitor. The In addition, Employee may accept employment with a Competitor whose business is diversified, provided, that (x) Employee will not, either during the Period of Employment hereunder directly or for a period of two years thereafter directly for himself indirectly, Engage with any division or any third party, solicit, induce, recruit or cause another person in the employment part of the Bank, Competitor that is in any way engaged in business or business activity competitive with any member of the Company Group; and (y) the Company shall receive, prior to the Executive’s Engagement with such Competitor, written assurances deemed satisfactory by the Company from the Executive and the Competitor that the Executive will not, directly or indirectly, render services or assistance to any part of their Affiliates to terminate his or her employment for the purposes of joining, associating, or becoming employed Competitor that is in any way engaged in business which is materially competitive 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 member 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 courtGroup.

Non-Competition. During Executive covenants and agrees that during the Period period commencing on the Consolidation and ending on the one year anniversary of Employment hereunderthe Termination Date (the “Restricted Period”), Executive shall not, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), engage, participate or assist, as an owner, partner, employee, consultant, director, officer, trustee or agent in any element of the Business (as defined below) (other than in connection with Executive’s services to, 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 byownership interests in, the Company or Group); provided, however, the Bankforegoing restrictions shall not prohibit Executive from (x) engaging in any activities permitted under Section 3(c), including, without limitation, (y) acquiring as an investment securities representing not more than one percent (1%) of the outstanding voting securities of any business or activity publicly held corporation engaged in by the Business or from indirectly acquiring securities of any federally company engaged in the Business as a result of being a passive investor in any mutual fund, hedge fund, private equity fund, or state chartered banksimilar pooled account so long as Executive’s interest therein is less than one percent (1%) and he has no role in selecting, savings bankmanaging or advising with respect to investments thereof, savings or (z) providing services to a subsidiary, division or unit of any entity that engages in the Business so long as Executive and loan associationsuch subsidiary, trust company and/or credit union, and/or division or unit does not engage in the Business so long as Executive provides written notice to the Company at least ten (10) business days prior to the commencement of providing any services to such subsidiary, division or financial products sold by such entities, including, without limitationunit. For the purposes of this Section 6(c), the taking and accepting of deposits“Business” shall mean the acquisition, the provision of trust servicesdevelopment, the making of loans and/or the extension of creditmanagement, brokering loans and/or leases and the provision of insurance and investment services, within a 25 mile radius leasing or financing of any office or facility retail real estate property located in New York County, New York, Fairfield County, Connecticut, Westchester County, New York, and any other geographic area in which the Company engages in such activities and any business activity that represents a significant portion of the Company, business activity of 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 Company (measured as his or her aggregate holdings in any financial institution do not exceed at least ten percent (10%) of the outstanding capital stock of such institution. During the Period of Employment hereunderCompany’s revenues on a trailing 12-month basis); provided, and for a period of two years thereafter no matter the reason of terminationhowever, the Employee will not solicit that (i) if Executive is directly or indirectly engaged in any person who was a customer of business activity before the Company or the Bank during the period of the Employee’s employment hereunderengages in such business activity, or solicit potential customers who are or were identified through leads developed during the course of employment with Executive and the Company or the Bank, or otherwise divert or attempt shall negotiate in good faith to divert any existing business of resolve such conflict prior to 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 treating such conflict as 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, Section 6(c) and (ii) Executive shall not be construed as a limitation upon, or as an alternative or permitted to commence any new business activity if the Company previously engaged in lieu of, any such remedies. If any provisions activity regardless 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 whether the courtrevenues from such activity exceeds the ten percent (10%) threshold.

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 (i) Each of the Seller Parties, in order to induce the Buyer Parties to enter into this Agreement, expressly covenants and agrees that during the eighteen month period beginning immediately after the Closing Date (the “Restricted Period”) such Seller Party will not, and such Seller Party will cause its Affiliates not to, directly or indirectly, provide within the Prohibited Area any hydraulic fracturing and stimulation services or cementing services (collectively, the “Business Services”) using fracturing units other than fracturing units owned by GWES Holdings LLC or its subsidiaries (collectively, “GWES”) as of the date of this Agreement which have aggregate horsepower of less than 58,000 horsepower or more than two cementing units, respectively (the “Capacity Limits”); provided, however, that the parties acknowledge and agree the provisions of this Section 6.2(a)(i) shall not be deemed to prohibit: (A) the replacement or refurbishment by GWES of such existing equipment so long as the overall aggregate horsepower and capacity of the total equipment used by GWES within the Prohibited Area during the Restricted Period does not exceed the referenced Capacity Limits; or (bB) the period during which compensation ownership by any Seller Party or benefits are being provided Affiliate of any Seller Party of any class of securities registered pursuant to this Agreement after the Securities Exchange Act of 1934, as amended; provided such investment is a non-controlling interest and neither Wexford Capital LLC nor any of its termination, Affiliates are actively involved in the Employee will not directly for himself management of such entity; or herself (C) the purchase by a Seller Party or any third party, become engaged in any of its Affiliates of the business or activity which is directly in competition with any services or financial products sold by, or any assets of a business or activity engaged entity where the revenues from Business Services provided by such business or entity, as of its most recent fiscal year-end, did not exceed 20% of its total revenues (such business or assets comprising such Business Services being hereinafter referred to as the “Ancillary Business”), provided that the Ancillary Business (x) does not involve fracturing units with aggregate horsepower in byexcess of 10,000 horsepower or more than two cementing units or (y) did not generate annual revenues in excess of $36 million as of its most recent fiscal year-end prior to such acquisition, and the Company Seller Party agrees not to and does not increase the aggregate horsepower or number of cementing units or change or expand the size, number or location of service centers or other facilities of the Ancillary Business in the Prohibited Area during the Restricted Period other than relocation of facilities upon expiration of any lease or relocations within the same general area which do not materially change the scope or geographical reach of the business. If the Ancillary Business involves fracturing units with aggregate horsepower in excess of 10,000 horsepower or more than two cementing units or generated annual revenues in excess of $36 million as of its most recent fiscal year-end prior to such acquisition, then the Seller Party will offer or cause to be offered to the Buyer the right to purchase the Ancillary Business at a mutually agreed upon price or, failing such agreement, at the fair market value of such Ancillary Business as determined by an independent investment banking firm mutually agreeable to Buyer and the Sellers Representative. If the Buyer declines such offer to purchase or fails to commit to acquire such Ancillary Business within thirty (30) days after written notice to it of such offer and provision to it of all relevant information pertaining to the Ancillary Business in the possession of the Seller Party’s or their Affiliates, then the Seller Parties may continue to own and operate such Ancillary Business subject to the foregoing restrictions on increasing horsepower capacity or the Banknumber of cementing units or changing or expanding the size, includingnumber or location of service centers or other facilities in the Prohibited Area during the Restricted Period; provided further, 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, that 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 Business Services by GWES or any of their Affiliates. This provision respective successors or assigns within the State of Texas using GWES’ existing equipment (or replacement equipment as referenced above) shall not restrict the Employee violate this Section 6.2 provided such activities are managed from owning GWES’ respective offices or investing in publicly traded securities of financial institutions, so long service centers existing 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 hereunderdate hereof located in Oklahoma, or solicit potential customers who are or were identified through leads developed during replacement facilities in substantially the course of employment same areas, consistent with business practices prior to 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 date of this Agreement. For the avoidance of doubt, (i) there shall be no restrictions on Sellers’ or their Affiliates’ ability to provide Business Services or any other services outside the Prohibited Area at any time and (ii) nothing herein shall restrict the Seller Parties or their Affiliates from conducting (A) nitrogen pumping services or (B) fluid pumping services of 30 barrels per minute or less. Notwithstanding the foregoing, during the Restricted Period, the Company or the Bank Seller Parties 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 Companynot, and shall cause their Affiliates not be construed as to, open a limitation uponservice center within a 000-xxxx xxxxxx xx Xxxxxxxxxx, Xxx Xxxxxx; Cottondale, Alabama; Van Buren, Arkansas or as an alternative or in lieu of, any such remedies. If any provisions the Appalachian Basin out 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 courtwhich nitrogen pumping services are performed.

Non-Competition. During the Period term of Employment hereundermy employment with DOIL or any Affiliate of DOIL and for a period of [_____] after xxx termination of such xxxloyment for any reason, and I shall not, directly or indirectly, manage, operate or control, or participate in the event management, operation or control of, or become employed by or render advisory or other services to (other than in a capacity as a lawyer, accountant or consultant working for a law, accounting or nationally recognized consulting firm that has been retained by a Fund), any business, whether in corporate, proprietorship or partnership form or otherwise, engaged in sponsoring, managing or serving as the Employee’s investment advisor to private Funds that are excluded from the definition of "investment company" under the Investment Company Act and whose primary investment objective is to make private equity investments in or mezzanine loans to companies located in countries that are generally recognized by the financial community to be emerging markets (a "Competitive Fund"). Notwithstanding the foregoing, if my employment with both DOIL and all entities Affiliated with DOIL is terminated by DOIL xxx the entities Affiliated with DOIL fxx xny reason other than for Cause, the restrictions set forth in this Paragraph 2 shall cease and have no further force and effect, effective with such termination. For purposes hereof, my employment shall be deemed to be terminated for "cause" if my employment is terminated pursuant to subparagraphs 10.2 or 10.3 hereof, then for at any time under the later of following circumstances: (a) one year thereafter I fail to perform any of my material obligations in relation to my employment with DOIL or any Affiliate of DOIL (including, but not limited to, compliance with the terms of this Agreement) and fail to cure such failure within thirty (30) days after receiving written notice from DOIL or any Affiliate of DOIL; (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 DOIL or any third partyAffiliate of DOIL reasonably believes that I have committed an act of fraud, become engaged in any business theft or activity which is directly in competition with any services or financial products sold by, dishonesty against DOIL or any business or activity engaged in by, the Company or the BankAffiliate of DOIL, including, without limitation, misappropriation of assets of DOIL and its Affiliates; or (c) I am convicted (or plead NOLO CONTENDERE to) 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 felony or any of their Affiliates. This provision shall not restrict the Employee from owning misdemeanor involving moral turpitude 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 Securities Law or the Bank shall have the right to seek injunctive reliefwhich might, in addition the reasonable opinion of DOIL or any Affiliate of DOIL, cause financial, reputational or regulatory harm to DOIL or any other existing rights provided in this Agreement or by operation Affiliate 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 courtDOIL.

Non-Competition. During the Period of Employment hereunder, Without limiting or restricting any Principal Stockholder's non-competition or non-solicitation obligations under any other agreement between such Principal Stockholder and in the event the Employee’s employment is terminated pursuant to subparagraphs 10.2 StatusOne 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 byAmerican Healthways, or any business or activity engaged affiliate of American Healthways, during the four (4) year period immediately following the Closing, which period shall automatically be extended by a period of time equal to any period in by, the Company or the Bank, including, without limitation, which 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 Principal Stockholders and/or any of their Affiliates. This provision Affiliates (as defined below) is in breach of any obligations under this Section 8.1 (including any such extension, the "Restricted Period"), each of the Principal Stockholders and each Principal Stockholder's spouse, parents and any other relative of such Principal Stockholder who resides at the principal residence of such Principal Stockholder, or any other person or entity that directly or indirectly, is controlled by or is under common control with such Principal Stockholder (each, an "Affiliate") shall not restrict the Employee from owning engage, directly or investing in publicly traded securities indirectly (except as a stockholder, director, officer, and/or employee of financial institutionsAmerican Healthways), so long as his or her aggregate holdings in any financial institution do a proprietor, equity holder, investor (except as a passive investor holding not exceed ten more than five percent (105%) of the outstanding capital stock of such institution. During the Period of Employment hereundera publicly traded company), and for a period of two years thereafter no matter the reason of terminationlender, 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 hereunderpartner, director, officer, employee, consultant, or solicit potential customers who are or were identified through leads developed during the course of employment with the Company or the Bankrepresentative, 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 capacity, in any business which is competitive with American Healthways' business of providing disease management and care enhancement services to hospitals, health plans and employers anywhere in the EmployeeUnited States of America and such international countries which American Healthways is doing business or contemplating doing business (the "Restricted Area") (each of American Healthways and the Principal Stockholders hereby acknowledging that American Healthways and its Affiliates are currently doing business or contemplating doing business throughout the Restricted Area), provided that the Bank provision of legal or accounting professional services by any natural person who is an Affiliate of a Principal Stockholder to any such business shall not by itself constitute a breach by such Principal Stockholder 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 applicable Affiliate of this paragraph Section 8.1; provided, however, that any reference to the "contemplated" business of American Healthways or its subsidiaries shall be determined by a court limited to those countries in which American Healthways or its subsidiaries are actively considering conducting business and 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 courtwhich such Principal Stockholder is aware.

Non-Competition. During the Period of Employment hereunderApplicable Restricted Period, Sapphire and Emerald shall not, and shall cause the Restricted Companies not to, directly or indirectly, engage in any Competitive Activity; provided, however, that the event the Employee’s employment is terminated pursuant to subparagraphs 10.2 foregoing shall not restrict any Restricted Company from (i) acquiring or 10.3 hereofowning as a passive investment, 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 securities or any third party, become indebtedness of any company that is engaged in any business Competitive Activity if such Restricted Company does not, directly or activity which is directly indirectly, beneficially own 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 more than ten percent (10%) of the outstanding capital stock securities or indebtedness of such institution. During the Period of Employment hereunder, company or (ii) acquiring 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 continuing to hold 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 own any business or activity which is Person engaged in competition with any services Competitive Activity if such Competitive Activity accounts for less than fifteen percent (15%) of such business’ or financial products soldPerson’s consolidated annual revenues, or any business or activity engaged inless than fifteen million dollars ($15,000,000) in such annual revenues (regardless of the percentage represented thereby), by Company or in each case during the Bank. The Employee understands twelve months prior to such acquisition being made (or, if earlier, the entry into the definitive agreement providing for the making of such acquisition); provided, further, that in the event of a violation case of any provision of this Agreementsuch exceptions described in the foregoing clause (ii), the Company businesses or the Bank shall have the right to seek injunctive relief, in addition to any other existing rights provided in this Agreement activities owned 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 acquired shall not be construed materially expanded under the ownership of Sapphire or Emerald in a manner that is materially disproportionate from the other businesses or activities of such acquired Person and, in the case of any such exceptions described in the foregoing clauses (i) or (ii), shall not in any way use Sapphire brand names or trademarks in the conduct of such Competitive Activity. In the event that any Non- Reinsurance Customer that is a large multi-national or global company or enterprise with global operations seeks to obtain any multi-national or global coverage through services that would also include, as a limitation uponpart of such multi-national or global coverage, Non-Reinsurance Competitive Activities for such Non-Reinsurance Customer in one or more relevant Applicable Territories, the inclusion of such Applicable Territory in any such multi-national or global coverage shall constitute Non-Reinsurance Competitive Activities in violation of this Section 5.13 unless (i) the applicable Restricted Companies offer to Buyer to arrange for such new multi-national or global coverage program to name Buyer or its Affiliates as the local servicing broker in respect of such Non-Reinsurance Competitive Activity in such relevant Applicable Territories on terms consistent with Emerald’s other third party local service broker arrangements, and with compensation no less than the amount Emerald would pay to such third party local servicing brokers, providing substantially similar services, or as (ii) the applicable Restricted Companies request and the Buyer grants a waiver of these provisions, which waiver may be granted in Buyer’s sole discretion. In the case of an alternative or offer described in lieu ofclause (i) of the preceding sentence, the Parties shall negotiate in good faith in order to reach a mutually agreeable local surviving broker arrangement and take commercially reasonable efforts to effectuate 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 courtmutually agreed arrangement.

Non-Competition. During Subject to the Period next sentence of Employment hereunderthis Section 9(a), 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 commencing on the Effective Date and ending on the date that is twelve (12) months following the end of the Employee’s employment hereunderTerm (such period, or solicit potential customers who are or were identified through leads developed which will be extended by the amount of time 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 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 actual or constructive 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 Provided that this Agreement has not been breached by the Period Corporation, the Employee agrees that he shall not at any time prior to one (1) year after the expiration or termination of Employment hereunderhis employment with the Corporation, and own, manage, operate, be a director or an employee of, or a consultant to any person, business, corporation, partnership, trust, limited liability company or other firm or enterprise ("Person") which is engaged in marketing, selling or distributing products or in developing product candidates in the event United States which contain technology meant to achieve all or some of the Employeesame effects as the Corporation’s employment is terminated pursuant to subparagraphs 10.2 or 10.3 hereof, then for the later of Aversion® Technology and are directly competitive with: (a) one year thereafter the Corporation’s products or product candidates in development or (b) its licensee’s products or product candidates in development that contain Aversion® Technology. For avoidance of doubt, product candidates are as evidenced 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 or any third party, become engaged in any current written product development plan and/or 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 plan of the Company, Corporation at the Bank or any time 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%) termination of the outstanding capital stock of such institution. During Employee's employment and/or described in the Period of Employment hereunder, Corporation’s most recent filing on Form 10-K with the Securities 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 Exchange Commission as of the Company or date of the Bank during the period 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 employment. If any existing business of the Company or the Bank within any area provisions 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 soldthis section, or any business part thereof, is hereinafter construed to be invalid or activity engaged inunenforceable, by Company the same shall not affect the remainder of such provision or provisions, which shall be given full effect, without regard to the invalid portions. If any of the provisions of this section, or any part thereof, is held to be unenforceable because of the duration of such provision, the area covered thereby or the Bank. The Employee understands that in the event type of a violation of any provision of this Agreementconduct restricted therein, the Company or parties agree that the Bank court making such determination shall have the right power to seek injunctive reliefmodify the duration, in addition to geographic area and/or other terms of such provision and, as so modified, said provision shall then be enforceable. In the event that the courts of any other existing rights provided in this Agreement one or by operation of law, without the requirement of posting bond. The remedies provided in this paragraph more jurisdictions shall be in addition to any legal hold such provisions wholly 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 partially unenforceable in part by reason of it being too great a period of time the scope thereof or covering too great a geographical areaotherwise, it shall be is the intention of the parties hereto that such determination not bar or in full force and effect any way affect the Corporation's right to the relief provided for herein in the courts of any other jurisdictions as to that period breaches or threatened breaches of time or geographical area determined such provisions in such other jurisdictions, the above provisions as they relate to be reasonable by the courteach jurisdiction being, for this purpose, severable into diverse and independent covenants.

Non-Competition. During Employee acknowledges and agrees with the Period Company that Employee’s services to the Company are unique in nature and that the Company would be irreparably damaged if Employee were to provide similar services to any person or entity competing with the Company or engaged in a similar business. Employee accordingly covenants and agrees with the Company that during the period commencing with the date of Employment hereunderthis Agreement and ending on the later to occur of: (i) January 31, 2008; and in (ii) (A) the event second anniversary of the date of the termination of Employee’s employment is terminated pursuant to subparagraphs 10.2 with the Company if such termination arises as a result of voluntary termination or 10.3 hereofretirement by Employee or termination by the Company for Cause, then for the later of (a) one year thereafter or (bB) the period during which compensation first anniversary of the date of termination of Employee’s employment with the Company if such termination arises for any reason other than as provided in the preceding subparagraph 5(a)(ii)(A). Employee shall not, directly or benefits are being provided pursuant to this Agreement after its terminationindirectly, the either for Employee will not directly or for himself any other individual, corporation, partnership, joint venture or herself or any third partyother entity, become engaged participate 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 division, group or franchise of a larger organization) that engages or which proposes to engage in the business of providing diving services in the Gulf of Mexico or activity any other business actively 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 on the date of termination of Employee’s employment in the area or areas where the Bank Company is conducting such business; provided that, until such time as the Company waives in writing any rights it may have to enforce the terms of this Section 5 (the 3 “Waiver”), during the period commencing on the date of the termination of Employee’s employment hereunder, or solicit potential customers who are or were identified through leads developed during the course of employment with the Company and ending on the date on which either the non-competition provisions contained in this Section 5 terminate or the BankWaiver is delivered to Employee, whichever is earlier, the Company will pay to Employee either the amounts due under Section 7(d), if appropriate, or otherwise divert or attempt an amount equal to divert any existing business Employee’s Salary as of the Company or date Employee’s employment was terminated (which will be paid over time in accordance with the Bank within any area of 100 miles of any office or facility Salary payment schedule in effect from time to time for [senior executives/managers] of the Company, the Bank or any of their Affiliates. The ) and during such time period 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 shall be entitled to all insurance benefits received by other [senior executives/managers] of the Bank, the Company or any of their Affiliates to terminate his or her employment for the Company. 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 term “participate in” shall include, without limitation, having any direct or the Bank shall have the right to seek injunctive reliefindirect interest in any corporation, in addition partnership, joint venture or other entity, whether as a sole proprietor, owner, stockholder, partner, joint venturer, creditor or otherwise, or rendering any direct or indirect service or assistance to any individual, corporation, partnership, joint venture and 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 business entity (whether as a limitation upondirector, officer, manager, supervisor, employee, agent, consultant or as an alternative otherwise) but not ownership of 2% or in lieu of, any such remedies. If any provisions less of this paragraph shall be determined by the capital stock of 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 courtpublic company.

Non-Competition. During Executive shall not, prior to 12 months following the end of the Employment Period (the “Non-Compete Period”), without the approval of Employment hereunderthe Board, and directly or indirectly, (i) alone or as partner, joint venturer, officer, director, employee, consultant, agent, independent contractor or stockholder (other than as provided below) of any company or business, engage in any “Competitive Business” within the event the Employee’s employment is terminated pursuant to subparagraphs 10.2 United States or 10.3 hereofany other country, then for the later of (a) one year thereafter or (bii) the period during which compensation engage 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 participate in any business effort or activity which is directly in competition with act to induce any services customers, suppliers, associates or financial products sold by, or any business or activity engaged in by, the independent contractors of 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 Affiliatesits affiliates or subsidiaries to take any action which is disadvantageous to Company or any of its affiliates or subsidiaries or to the business in which any of them are then engaged. This provision For purposes of the foregoing, the term “Competitive Business” shall mean the design, sale, promotion or distribution of services of the type or categories which Company or any of its affiliates or subsidiaries have designed, sold, promoted or distributed at any time prior to the end of the Employment Period, including without limitation dedicated private line communications and related services and any technology or methods of providing telecommunications services that might be competitive with private lines communications and related services provided by Company or any of its affiliates or its subsidiaries (including without limitation Voice over Internet Protocol). Notwithstanding the foregoing, Executive shall not restrict be prohibited during the Employee Non-Compete Period from owning or investing in publicly traded securities of financial institutions, so long acting as his or her aggregate holdings in any financial institution do not exceed ten a passive investor where he owns Dot more than three percent (103%) of the issued and outstanding capital stock of any publicly-held company, provided that Executive is not a director, officer, employee, agent or consultant of or 10 any such institutionpublic company or otherwise has no active participation in the business of such public company. During In the event that any of the provisions of this Section 7 should ever be adjudicated to exceed the time, geographic, service, or other limitations permitted by applicable law in any jurisdiction, it is the intention of the parties that the provision shall be amended to the extent of the maximum time, geographic, service, or other limitations permitted by applicable law. that such amendment shall apply only within the jurisdiction of the court that made such adjudication and that the provision otherwise be enforced to the maximum extent permitted by law. The Non-Compete Period of Employment hereunder, and for a shall be tolled during any period of two years thereafter no matter violation by Executive of this Section 7. Notwithstanding anything to the reason of terminationcontrary contained herein, 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 Deactivation Notice (as such term is defined in the Asset Purchase Agreement) is issued and Executive terminates his employment as provided in Section 4(e) hereof, 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 Non-Compete Period herein shall be in addition reduced to any legal or equitable remedies existing at law or provided for in any other agreement between nine (9) months following the Employee, end of 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 courtEmployment Period.

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) During the period during which compensation beginning at the Closing Date and ending on the date three (3) years following the Closing Date (the “Restricted Period”), NXP covenants and agrees that no member of NXP Group shall engage in, or benefits are being provided pursuant to this Agreement after its termination, the Employee will not directly for himself acquire any equity or herself or ownership interest in any third party, become Person that is engaged in any business or activity which is directly Restricted Business; provided, however, that no member of NXP Group will be deemed to be so engaged solely by reason of (i) any passive investment in competition with any services or financial products sold by, or any business or activity engaged in by, a Person 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 extent that such entities, including, without limitation, the taking and accepting investment does not constitute ownership 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 more than five percent (105%) of the outstanding capital voting stock of such institution. During the Period of Employment hereunderPerson, 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 member of the Company or NXP Group is engaged in the Bank during the period of the Employee’s employment hereundermanagement of, or solicit potential customers who are sits on the board of directors 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 governing body of, any such remediesPerson, or (ii) selling products, providing services or licensing intellectual property in the ordinary course of business to a Person engaged in the Restricted Business. If The restrictions in this Section 7.10 shall not apply to the activities of 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 Person 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 business acquired by the courtNXP Group after the Closing Date to the extent and so long as (A) (x) less than twenty percent (20%) (the “Competitive Threshold”) of the annual gross revenues of such acquired Person or business is derived from a Restricted Business; (y) the annual gross revenues of such person or business derived from a Restricted Business are less than $32.5 million; and (z) no Intellectual Property of NXP or its Subsidiaries is transferred or licensed to, or otherwise made available for use by, the acquired Person or business in that Restricted Business or (B) the portion of the acquired Person or business engaged in the Restricted Business (1) is maintained separately from NXP; (2) no Intellectual Property of NXP or its Subsidiaries is transferred or licensed to, or otherwise made available for use by the acquired Person or business in the Restricted Business; and (3) the activities of that Restricted Business are terminated through a winding-down process that is completed no more than six (6) months from the date on which such Person or business is acquired. The Parties understand and agree that, except as provided in this Section 7. 10, NXP and its Subsidiaries are free to compete with Trident and its Subsidiaries and the Companies and their Subsidiaries and to do business with any such Person or any current or prospective client, customer or supplier of such Person. The provisions in this Section 7.10 shall not restrict the NXP Group from engaging in any activities currently conducted by NXP and its Affiliates (other than the Restricted Business).

Non-Competition. During In return for the Period performance of the management duties described in Section 1 hereof, during the Employment hereunderTerm, and Executive shall not, directly or indirectly, in any capacity whatsoever, either on Executive's own behalf or on behalf of any other person or entity with whom Executive may be employed or associated, own any interest in, participate or engage in the event the Employee’s employment is terminated pursuant to subparagraphs 10.2 day-to-day supervision, management, development, marketing 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 operation of any office or facility industrial real estate facilities or such other business as Employer may be actively engaged in during the Employment Term (the "Business"). Furthermore, for a period of one year after any applicable Section 5 termination event, Executive shall not, directly or indirectly, solicit, attempt to hire or hire any employee or client of Employer or solicit or attempt to lease space to or lease space to any tenant of Employer. Notwithstanding the foregoing, nothing herein shall prohibit Executive from (i) owning 5% or less of any securities of a competitor engaged in the same Business if such securities are listed on a nationally recognized securities exchange or traded over-the-counter on the National Association of Securities Dealers Automated Quotation System or otherwise, (ii) owning that certain 69-acre semi-improved industrial park located in Libertyville, Illinois, the office/industrial building located at 000 Xxxxxxxxxx Xxx, Xxxxxxxxxxxx Business Park, Libertyville, Illinois, and any other real property not purchased by Employer under the terms of the CompanyContribution Agreement between Executive, certain limited partnership controlled by Executive and Employer, (iii) soliciting, attempting to hire or hiring Xxxxxx Xxxxx and (iv) responding to contacts initiated by those tenants identified in Exhibit A attached hereto which occupy facilities owned and/or operated by Xxxxxx Xxxxxxxx and Executive (the Bank "Tenants") and entering into leasing transactions with such Tenants provided that such transactions do not result in such Tenants relocating from a facility owned and/or operated by Employer, PGRT, or any of their Affiliatesrespective subsidiaries. This provision Executive shall not restrict be entitled to manage the Employee from owning building located at 000 Xxxxxxxxxx Xxx, Xxxxxxxxxxxx Xxxxxxxx Xxxx, Xxxxxxxxxxxx, Xxxxxxxx, prior to their acquisition by PGRT, on the business time of Employer and Employer 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 PGRT or any of their Affiliates. The Employee respective subsidiaries will not, either during the Period of Employment hereunder or for a period of two years thereafter directly for himself or not receive any third party, solicit, induce, recruit or cause another person in the employment of the Bank, the Company or any of their Affiliates fees with respect 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 courtproperty.

Non-Competition. During From the Period of Employment hereunder, Effective Date and in the event the Employee’s employment is terminated pursuant to subparagraphs 10.2 or 10.3 hereof, then for the later period ending two (2) years following the Termination Date, Xxxxxxxxx shall not, directly or indirectly and whether on his own behalf or on behalf of (a) one year thereafter any other person, partnership, association, corporation or (b) the period during which compensation other entity, engage in or benefits are being provided pursuant be an owner, director, officer, employee, agent, consultant or other representative of or for, or lend money or equipment to this Agreement after its terminationor otherwise support, the Employee will not directly for himself or herself or any third party, become engaged in any business that manufactures, engineers, markets, sells or activity which is directly in competition with provides, within a 250-mile radius of any services or financial products sold bythen existing facility (including without limitation sales offices, manufacturing facilities, or any business or activity engaged in by, engineering and/or drafting offices) of the Company and its subsidiaries and affiliates, metal building systems or the Bank, components (including, without limitation, any business primary and secondary framing systems, roofing systems, end or activity engaged in by any federally side wall panels, sectional or state chartered bankroll-up doors, savings bankinsulated metal panels or other metal components of a building structure), savings and loan associationcoated or painted steel or metal coils, trust company and/or credit union, and/or any services coil coating or financial products sold by such entities, including, without limitation, the taking and accepting of deposits, the provision of trust coil painting services, or any other products or services that are the making same as or similar to those manufactured, engineered, marketed, sold or provided by the Company or its subsidiaries and affiliates prior to the Termination Date. Ownership by Xxxxxxxxx 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 equity securities of the Company, the Bank or any of their Affiliates. This provision shall not restrict the Employee from owning equity securities in other public 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 privately-owned companies that compete with the Company or the Bank, or otherwise divert or attempt to divert any existing business constituting less than 1% of the Company or the Bank within any area of 100 miles of any office or facility of the Companyvoting securities in such companies, the Bank or any of their Affiliates. The Employee will not, either during the Period of Employment hereunder or for shall be deemed not to be 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 breach of this Agreementcovenant. XXXXXXXXX AGREES AND STIPULATES THAT IN ANY ACTION OR CLAIM BROUGHT BY HIM OR IN ANY ACTION OR CLAIM BROUGHT AGAINST HIM INVOLVING THE PROVISIONS OF THIS SECTION 4, the Company or the Bank shall have the right to seek injunctive reliefXXXXXXXXX HEREBY WAIVES ANY CLAIM OR DEFENSE THAT THE ABOVE NON-COMPETITION COVENANTS ARE UNENFORCEABLE, in addition to any other existing rights provided in this VOID OR VOIDABLE, FOR ANY REASON, INCLUDING, BUT NOT LIMITED TO, FRAUD, MISREPRESENTATION, ILLEGALITY, UNENFORCEABLE RESTRAINT OF TRADE, FAILURE OF CONSIDERATION, ILLUSORY CONTRACT, MISTAKE, OR ANY OTHER SUBSTANTIVE LEGAL DEFENSE. FURTHER, XXXXXXXXX AGREES AND STIPULATES THAT THE PROVISIONS OF THIS SECTION COMPORT WITH AND ARE IN STRICT COMPLIANCE WITH SECTION 15.50, ET SEQ. OF THE TEXAS BUSINESS & COMMERCE CODE. Agreement or by operation Page 4 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.14

Non-Competition. During The Executive acknowledges that (i) the Period Executive performs services of Employment hereundera unique nature for the Company that are irreplaceable, and that the Executive’s performance of such services to a Competitor (as defined below) will result in irreparable harm to the Company Group, (ii) the Executive has had and will continue to have access to trade secrets and other confidential information of the Company Group, which, if disclosed, would unfairly and inappropriately assist in competition against the Company Group, (iii) in the event course of the EmployeeExecutive’s employment is terminated pursuant Engagement (as defined below) by a Competitor, the Executive would inevitably use or disclose such trade secrets and confidential information, (iv) the members of Company Group have substantial relationships with their customers and the Executive has had and will continue to subparagraphs 10.2 or 10.3 hereofhave access to these customers, then (v) the Executive has received and will receive specialized training from the Company and other members of the Company Group, (vi) the Executive has generated and will continue to generate goodwill for the later Company in the course of the Executive’s employment, and (a) one year thereafter or (bvii) the period during which compensation or benefits are being provided Executive may receive an award of options to purchase equity in the Company (subject to an applicable option plan, and exercised options will be subject to the Company’s operating agreement as amended from time to time) in connection with his employment by the Company pursuant to hereto. Accordingly, in consideration for this Agreement after its terminationand as additional consideration for any options awarded, 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 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 eighteen (18) months thereafter no matter (or, if a reviewing court determines eighteen (18) months to be overbroad in duration, for twelve (12) months thereafter, nine (9) months thereafter, or six (6) months thereafter, respectively; depending, in each case, on the reason determination of terminationthe reviewing court that the respective longer period is overbroad) (the “Restricted Period”) the Executive agrees that, in each of the Employee will not solicit United States of America and Mexico, including the provinces, states and territories thereof, which for the avoidance of doubt includes countries, provinces, states and territories where any person who was a customer member of the Company Group currently engages in the operation of its business or engages in such business at the Bank during date of termination of Executive’s employment, the period of the Employee’s employment hereunderExecutive will not, directly or solicit potential customers who are indirectly, own, manage, operate, control, be employed by, aid, assist or were identified through leads developed during the course of employment with the Company render services to, in whatever form (whether as an employee, consultant, independent contractor or the Bankotherwise, and whether or otherwise divert not for compensation) (“Engage”, any such activities also referred to as “Engagement”), to any person, firm, corporation or attempt to divert other entity (other than any existing business member of the Company Group) engaged in the manufacture, merchandising, distribution, service, or the Bank within any area sale of 100 miles of any office packaging or facility other products or goods of the Companysame or substantially similar type as those which are manufactured, merchandised, distributed, serviced or sold by any member of the Bank Company Group on the date of termination or in which the Executive is aware that the Company Group has taken reasonable tangible steps, on or prior to such date, to be engaged in on or after such date (including sales to customers, vendors or intermediaries in any such country) (a “Competitor”). Notwithstanding the foregoing, nothing herein shall prohibit the Executive from being a passive owner of their Affiliatesnot more than one percent (1%) of the equity securities of a publicly traded Competitor, so long as the Executive has no active participation in the business of such Competitor. The In addition, Employee may accept employment with a Competitor whose business is diversified, provided, that (x) Employee will not, either during the Period of Employment hereunder directly or for a period of two years thereafter directly for himself indirectly, Engage with any division or any third party, solicit, induce, recruit or cause another person in the employment part of the Bank, Competitor that is in any way engaged in business or business activity competitive with any member of the Company Group; and (y) the Company shall receive, prior to the Executive’s Engagement with such Competitor, written assurances deemed satisfactory by the Company from the Executive and the Competitor that the Executive will not, directly or indirectly, render services or assistance to any part of their Affiliates to terminate his or her employment for the purposes of joining, associating, or becoming employed Competitor that is in any way engaged in business which is materially competitive 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 member 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 courtGroup.

Non-Competition. During the Period Employment Term and for a 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 terminationthereafter, the Employee Service Provider agrees that the Service Provider will not directly for himself or herself indirectly provide services, of the type provided by the Service Provider to the Company at any time during the last two years of the Employment Term, whether as an owner, officer, director, partner, member, employee, agent, consultant, advisor or developer or in any third partysimilar capacity, to any other business entity that is engaged or seeks to become engaged in any line of 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 its Subsidiaries, or which the BankCompany or its Subsidiaries have active plans to conduct, as of the termination of the Service Provider’s employment, in each case, in any state of the United States and any country outside the United States in which the Company or any of its Subsidiaries conducts its business, in which the Service Provider, during any time within the last two (2) years of employment, provided services or had a material presence or influence (provided that the Service Provider shall not be prohibited from owning up to five percent (5%) of the outstanding stock of a corporation which is publicly traded, so long as the Service Provider has no active participation in the business of such corporation). The post-employment restrictions in this Section 5.1(b) shall not apply in the case of a termination of the Service Provider’s employment by the Company without Cause or as part of a workforce reduction. The Service Provider acknowledges and agrees that the Class B Units granted to the Service Provider by the Company under this Agreement constitute fair and reasonable, mutually agreed upon consideration for the restrictions contained in this Agreement, including, without limitation, in this Section 5.1(b). If the Service Provider has unlawfully taken, physically or electronically, property belonging to the Company, or has breached 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 fiduciary duties owed to 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%) duration of the outstanding capital stock post-employment restrictions in this Section 5.1(b) shall be extended to two years following the termination of such institutionthe Service Provider’s employment. During the Period The Service Provider acknowledges that he or she has been provided notice of Employment hereunderthis Section 5.1(b) at least 10 business days prior to this Agreement becoming effective, 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 that he 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 she has the right to seek injunctive relief, in addition consult with counsel prior to any other existing rights provided in signing 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 courtAgreement.

Non-Competition. During The Lessee acknowledges that upon and after any termination of this Lease, any competition by any member of the Period Leasing Group with any subsequent owner or subsequent lessee of Employment hereunderthe Leased Property (the "Purchaser") would cause irreparable harm to the Lessor and any such Purchaser. To induce the Lessor to enter into this Lease, the Lessee agrees that, from and in after the event end of the Employee’s employment is terminated pursuant to subparagraphs 10.2 or 10.3 hereof, then for seventh (7th) Lease Year and thereafter until the later of (a) one year thereafter the expiration of this Lease or (b) the period during fifth (5th) anniversary of the termination of this Lease on account of a Lease Default, without the prior written consent of the Lessor (which compensation consent shall not be unreasonably withheld or benefits are being provided pursuant to this Agreement after its terminationdelayed), no member of the Leasing Group nor any Subsidiary of any member of the Leasing Group (collectively, the Employee will not directly "Limited Parties") shall be involved in any capacity in or lend any of their names to or engage in any capacity in any assisted living facility (or other facility operated for himself any use included within the definition of the Primary Intended Use), center, unit or herself program (or in any third party, become Person engaged in any business or such activity which is directly in competition with any services or financial products sold by, or any business or related activity engaged in bycompetitive therewith), excluding however any of the facilities described on Schedule 11.5 attached hereto (collectively, the Company "Excluded Facilities"), whether such competitive activity (the "Competitive Activity") shall be as an officer, director, owner, employee, agent, advisor, independent contractor, developer, lender, sponsor, venture capitalist, administrator, manager, investor, partner, joint venturer, consultant or other participant in any capacity whatsoever with respect to an assisted living facility (or other facility operated for any use included within the Bankdefinition of Primary Intended Use), includingcenter, without limitation, any business unit 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, program located within a 25 seven (7) 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 courtLeased Property.

Non-Competition. During A. Employee is familiar with the Period business 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 commercial and competitive nature of the industry, and with her extraordinary and unique services and abilities which enable her to seek and obtain similar employment in the broadcast industry. Employee recognizes that the value of Company's business would be injured if Employee obtained comparable employment with 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 Company's competitors which own broadcast properties within any financial institution do not exceed ten percent (10%) of the outstanding capital stock markets in which the Company owns broadcast properties as of such institutionthe day on which this Agreement expires/terminates or as of the day before a Change of Control is consummated, whichever is applicable. During the Period For purposes of Employment hereunder, and for a period of two years thereafter no matter the reason of terminationthis Section 12A, the Employee will not solicit any person who was day before a customer Change of Control shall be applicable for determining limitations on broadcast markets if this Agreement terminates as a direct or indirect result of the Company or the Bank during the period Change 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 CompanyControl; otherwise, the Bank day before the Agreement expires/terminates shall be the applicable date for these purposes. Employee further recognizes that such injury could not be reasonably or any adequately compensated by monetary compensation. For these reasons, upon the expiration/termination of their Affiliates. The this Agreement under either Section 8 or 9, Employee will not, either during the Period of Employment hereunder or for a period equal to the number of two years thereafter directly months for himself which severance benefits are payable to Employee under either Section 8B or 9B(3), but not more than one (1) year (the "Non-Competition Term"), perform services for any third party, solicit, induce, recruit other person or cause another person entity in the employment any broadcast market in which Company owns any broadcast properties as of the Bankday on which this Agreement expires/terminates or as of the day before a Change of Control is consummated, whichever is applicable. Nothing in this Section 12 shall prevent Employee from performing services, during the Non-Competition Term, for any person or entity in broadcast markets in which Company owns no broadcast properties as of the day on which this Agreement expires/terminates or as of the day before a Change of Control is consummated, whichever is applicable. Furthermore, this Section 12 shall not prevent Employee from performing services during the Non-Competition Term in broadcast markets in which the acquiring company owns broadcast properties on the day before a Change of Control becomes effective. Notwithstanding anything herein to the contrary, if the expiration/termination of this Agreement occurs after a Change of Control, Employee shall be released from her non-competition covenant under this Section 12 solely with respect to the Los Angeles dominant market area ("DMA") and with respect to the Nashville DMA, provided that Employee gives the Company thirty (30) days written notice of her intent to compete in either or any both such DMA's and a written release of their Affiliates her rights to terminate his receive further payments or her employment for the purposes of joining, associating, benefits under either Section 8B 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 9B 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 Employee acknowledges that (i) the Period principal business of Employment hereunderthe Employer (which expressly includes for purposes of this Section 10 (and any related enforcement provisions hereof), its successors and in assigns) is the event business of providing inpatient and outpatient substance abuse treatment services and drug testing and diagnostic laboratory services throughout the United States (the “Business”); (ii) the Employee’s employment is terminated pursuant work for Employer and his service on the Board of Holdings and Employer has given him access to subparagraphs 10.2 or 10.3 hereof, then the confidential affairs and proprietary information of the Employer; (iii) the covenants and agreements of the Employee contained in this Section 10 are essential to the business and goodwill of the Employer and/or Holdings; and (iv) the Employer and Holdings would not have entered into this Agreement but for the later of (a) one year thereafter or (b) the period during which compensation or benefits are being provided pursuant to covenants and agreements set forth in this Agreement after its terminationSection 10. Accordingly, the Employee will covenants and agrees that, by and in consideration of the payment of the Severance Amount to be provided by the Employer and Holdings hereunder, the Employee covenants and agrees that, during the period commencing on the Effective Date and ending two years following the Separation Date and its affiliates (the “Restricted Period”), he shall not in the United States, directly for himself or herself indirectly, (i) engage in any element of the Business or otherwise compete with the Employer or its affiliates, (ii) render any third partyservices to any person, become corporation, partnership or other entity (other than the Employer or its affiliates) engaged in any business or activity which is directly in competition with any services or financial products sold byelement of the Business, 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 (iii) become interested in any financial institution do not exceed ten percent such person, corporation, partnership or other entity (10%other than the Employer or its affiliates) of as a partner, shareholder, principal, agent, employee, consultant or in any other relationship or capacity; provided, however, that, notwithstanding 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 terminationforegoing, the Employee will not solicit may invest in securities of any person who was a customer of entity, solely for investment purposes and without participating in the Company business thereof, if (A) such securities are traded on any national securities exchange or the Bank during National Association of Securities Dealers, Inc. Automated Quotation System, (B) the period of the Employee’s employment hereunderEmployee is not a controlling person of, or solicit potential customers who are a member of a group which controls, such entity and (C) the Employee does not, directly or were identified through leads developed during the course of employment with the Company indirectly, own 5% 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 more of any office or facility class of the Company, the Bank or any securities of their Affiliatessuch entity. 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 AAC/Xxxxxx Xxxx Separation 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.Release

Non-Competition. During With respect to each Principal, for a period commencing on the Period of Employment hereunder, Closing Date and in the event the Employee’s employment is terminated pursuant to subparagraphs 10.2 or 10.3 hereof, then for terminating on the later of (a) one year thereafter the fifth anniversary of the Closing Date or (b) the period during which compensation first anniversary of the termination of each Principal's employment with the Management Company (the "Restricted Period"), that Principal shall not, for whatever reason, whether for his or benefits are being provided pursuant to this Agreement after its terminationher account or for the account of any other Person, without the Employee will not directly for himself prior written consent of the LLC and the Management Company, as a shareholder, employee, partner, member, board member, consultant, independent contractor, representative or herself or any third partyotherwise, become engaged engage in any business or activity which is directly in competition competitive with any services business conducted by any of the Grant Tani Entities at any time during thx Xxxxxxxxed Period, in the Metropolitan Statistical Area of Los Angexxx, Xxxxxxxxxx (xxx "Xxxxxxxxxx Xxxx"). Xxxxxxxxxxxxxxx the foregoing, nothing herein shall prohibit that Principal from being a shareholder or financial products sold byequity holder in any publicly-traded entity whose business is competitive with, the business heretofore conducted, or conducted at any business or activity engaged time during the Restricted Period and in bythe Restricted Area, the Company or the Bank, including, without limitation, any business or activity engaged in by any federally or state chartered bankof the Grant Tani Entities, savings bankas long as that Prinxxxxx xxxx not hold more than a three percent equity interest in that publicly-traded entity. Each Principal acknowledges that the restrictions set forth in this Section 6.5, savings and loan association, trust company and/or credit union, and/or any services or financial products sold by such entities, including, without limitation, including 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 Restricted Period and the provision Restricted Area, are made in connection with the sale of insurance and investment services, within a 25 mile radius of any office or facility substantially all of the Companyassets of Grant Tani, including the Bank or any goodwill of their Affiliatesthax xxxxxxxx, and are intended to comply with the California Business and Professions Code Section 16601. This provision The restrictions set forth in this Section 6.5 shall not restrict apply (1) to a Principal whose employment with the Employee from owning LLC and each of its Subsidiaries or investing in publicly traded securities by the Management Company is terminated by the LLC and those Subsidiaries or by the Management Company without Cause or by that Principal for Good Reason, (2) to a Principal if a Change of financial institutionsControl occurs and Holdings and its Permitted Transferees or WTC's successor, so long as the case may be, purchase all of the Principal's LLC Interests (including his or her aggregate holdings Derivative Share (as that term is defined in any financial institution do not exceed ten percent the LLC Agreement) and the LLC Interests held by his or her Permitted Transferees (10%as that term is defined in the LLC Agreement)) pursuant to Section 7.5(a) 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 LLC Agreement or by operation of law, without (3) if 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, LLC is liquidated and shall its business is 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 continued 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 courtsuccessor entity.

Non-Competition. During To further preserve the Period rights of Employment hereunderthe Company pursuant to the nondisclosure covenant discussed above, and for the consideration promised by the Company under this Agreement, during Employee’s employment with the Company and for a period of eighteen (18) months thereafter (such eighteen (18) month period, the “Non-Compete Period”), regardless of the reason for termination of employment, Employee 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 same business as the Company in any location in which the Company, or any subsidiary or affiliate of the Company, operates or has plans or has projected to operate during Employee’s employment with the Company, including any area within a 50-mile radius of any such location (a “Competing Business”). The foregoing shall not prohibit Employee from owning up to 5.0% of the outstanding stock of any publicly held company. Notwithstanding the foregoing, after Employee’s employment with the Company has terminated, upon receiving written permission by the Board, Employee 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 in good faith to be immaterial to the operations of the Company, or any subsidiary or affiliate of the Company, in the location in question. The Company and Employee agree that the restrictions contained in this noncompetition covenant are reasonable in scope and duration and are necessary to protect the 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 a court or arbitrator to be invalid or unenforceable, the same will in no way affect any other circumstance or the validity 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 parties agree and acknowledge that the event breach of this noncompetition covenant may cause irreparable damage to the Employee’s employment is terminated pursuant to subparagraphs 10.2 or 10.3 hereofCompany, then for the later and upon breach of (a) one year thereafter or (b) the period during which compensation or benefits are being provided pursuant to any provision 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 bynoncompetition covenant, the Company shall be entitled to injunctive relief, specific performance, or other equitable relief (without the Banknecessity of posting a bond); provided, includinghowever, without limitation, that this shall in no way limit 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, other remedies which the Company may have (including, without limitation, the taking right to seek monetary damages). Should Employee violate the provisions of this noncompetition covenant, then in addition to all other rights and accepting of depositsremedies available to the Company at law or in equity, the provision duration 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 this covenant 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 automatically be extended 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 time from which 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 began such 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 until he permanently ceases 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 courtviolation.

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 During his employment by the Company and for a period of six (b6) the period during which compensation or benefits are being provided pursuant to this Agreement after its terminationmonths thereafter, the Employee will not not, unless acting with the prior written consent of the Managers, directly for himself or herself indirectly, own, manage, operate, join, control or participate in the ownership, management, operation or control, or be connected as an officer, director, manager, member, employee, partner, principal, agent, representative, consultant or otherwise with or use or permit his name to be used in connection with, (i) any business or enterprise that competes with the BPL Entities or any third party, become engaged of their Subsidiaries or Affiliates or the Partnerships 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 enterprise that contributes more than ten percent (10%) of the outstanding capital stock BPL Entities’ or any of their Subsidiaries’ or Affiliates’ or the Partnerships’ revenue, either during his employment by the Company or on the Termination Date, as applicable, in any state in which such institution. During business or enterprise is so operated (whether or not such business is physically located within those areas) (the Period of Employment hereunder“Geographic Area”), and for a period of two years thereafter no matter the reason of termination, the Employee will not solicit or (ii) in any person who was business or enterprise that is 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 BPL Entities or any of their Affiliates. The Employee will not, either during Subsidiaries or Affiliates or 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 Partnerships if the employment of the Bank, the Company BPL Entities or any of their Subsidiaries or Affiliates to terminate or the Partnerships derive at least five percent of its respective gross revenues either during his employment by the Company or her employment for on the purposes Termination Date, as applicable, from such customer. It is recognized by Employee that the business of joiningthe BPL Entities or any of their Subsidiaries and Affiliates and the Partnerships and Employee’s connection therewith is or will be involved in activity throughout the Geographic Area, associatingand that more limited geographical limitations on this non-competition covenant are therefore not appropriate. Employee also shall not, directly or indirectly, during such six (6) month period (i) solicit or divert business from, or becoming employed with attempt to convert any business client, account or activity which is in competition with any services or financial products sold, customer of the BPL Entities or any business of their Subsidiaries or activity engaged in, by Company Affiliates or the BankPartnerships, whether existing at the date hereof or acquired during Employee’s employment nor (ii) following Employee’s employment, solicit or attempt to hire any then employee of the BPL Entities or any of their Subsidiaries or Affiliates or the Partnerships. The Employee understands that This non-competition provision will not apply, and will have no force or effect, in the event of a violation of any provision of this Agreement, Employee’s employment is terminated by the Company or within one (1) year of the Bank shall have the right to seek injunctive relief, in addition to date hereof for any reason 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 courtthan Cause.

Non-Competition. During the Period term of Employment hereundermy employment with DOIL or any Affiliate of DOIL and for a period of [_____] after xxx termination of such xxxloyment for any reason, and I shall not, directly or indirectly, manage, operate or control, or participate in the event management, operation or control of, or become employed by or render advisory or other services to (other than in a capacity as a lawyer, accountant or consultant working for a law, accounting or nationally recognized consulting firm that has been retained by a Fund), any business, whether in corporate, proprietorship or partnership form or otherwise, engaged in sponsoring, managing or serving as the Employee’s investment advisor to private Funds that are excluded from the definition of "investment company" under the Investment Company Act and whose primary investment objective is to make private equity investments in or mezzanine loans to companies located in countries that are generally recognized by the financial community to be emerging markets (a "Competitive Fund"). Notwithstanding the foregoing, if my employment with both DOIL and all entities Affiliated with DOIL is terminated by DOIL xxx the entities Affiliated with DOIL fxx xny reason other txxx for Cause, the restrictions set xxxth in this Paragraph 1 shall cease and have no further force and effect, effective with such termination. For purposes hereof, my employment shall be deemed to be terminated for "cause" if my employment is terminated pursuant to subparagraphs 10.2 or 10.3 hereof, then for at any time under the later of following circumstances: (a) one year thereafter I fail to perform any of my material obligations in relation to my employment with DOIL or any Affiliate of DOIL (including, but not limited to, comxxxxnce with the terms ox xxis Agreement) and fail to cure such failure within thirty (30) days after receiving written notice from DOIL or any Affiliate of DOIL; (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 DOIL or any third partyAffiliate of DOIL rxxxxnably believes that X xxve coxxxxted an act of fraud, become engaged in any business xheft or activity which is directly in competition with any services or financial products sold by, dishonesty against DOIL or any business or activity engaged in by, the Company or the BankAffiliate of DOIL, including, without limitation, mixxxxropriation of assets ox XXIL and its Affiliates; or (c) I am convicted (or plead NOLO CONTXXXXRE to) 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 felony or any of their Affiliates. This provision shall not restrict the Employee from owning misdemeanor involving moral turpitude 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 Securities Law or the Bank shall have the right to seek injunctive reliefwhich might, in addition the reasonable opinion of DOIL or any Affiliate of DOIL, cause financial, reputational or xxxulatory harm to any other existing rights provided in this Agreement or by operation DOIL ox xxy Affiliate 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 courtDOIL.

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 The Executive acknowledges that there is a worldwide market for the Period products of Employment hereunderthe Company and its Subsidiaries, that the Company and its Subsidiaries engage in one or more facets of their respective businesses throughout the world, and that the Company and its Subsidiaries compete with other Persons in the event the Employee’s employment is terminated pursuant to subparagraphs 10.2 or 10.3 hereof, then for the later business 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 its Subsidiaries located in jurisdictions throughout 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 entitiesworld, 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 institutionterritorial United States. During the Employment Period of Employment hereunder, and for a period of two years thereafter no matter the reason of termination12 months thereafter, 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 agrees that he will not, either during the Period of Employment hereunder directly or for a period of two years thereafter directly for himself indirectly, engage in or have any interest in any sole proprietorship, partnership, corporation, limited liability company or business or any third partyother Person (other than the Company and its Subsidiaries, solicitwhether as an employee, induceofficer, recruit director, partner, agent, security holder, consultant or cause another person otherwise, that directly or indirectly is engaged in the employment of the Bank, any business in which the Company or any of their Affiliates to terminate his or her employment for its Subsidiaries is then engaged, in the purposes territorial United States; PROVIDED, HOWEVER, that (A) the provisions 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 this Section 7(a) shall not apply in the event that the Employment Period is terminated by reason of a violation of any provision the expiration of this Agreement, Agreement on the Company third anniversary hereof or any extension date agreed to by 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 Executive and the Company, and (B) nothing herein shall not be construed deemed to prevent the Executive from acquiring through market purchases and owning, solely as a limitation uponan investment, less than one percent in the aggregate of the equity securities of any class of any issuer whose shares are registered under Section 12(b) or 12(g) of the Securities Exchange Act, and are listed or admitted for trading on any United States national securities exchange or are quoted on the National Association of Securities Dealers Automated Quotations System, or any similar system of automated dissemination of quotations of securities prices in common use, so long as an alternative or in lieu of, he is not a member of any such remedies. If any provisions "control group" (within the meaning of this paragraph shall be determined by a court the rules and regulations 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 the United States Securities and effect as to that period of time or geographical area determined to be reasonable by the courtExchange Commission).

Non-Competition. During Seller has as at Closing, established 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 reputation of the Company, the Bank or any of their AffiliatesBusiness. 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, Seller undertakes and agrees with Purchaser that for a period of two three (3) years thereafter no matter after the reason Closing Date, except with the consent of terminationPurchaser, Seller shall not either on its own account or in conjunction with or on behalf of any person, firm or company whether by sales, marketing, investing, management or other activities, carry on, license or be engaged, concerned or interested, directly or indirectly, whether as a shareholder, director, employee, partner, agent or otherwise in carrying on any business which is engaged in the Employee design, development, manufacture or sale of Products (a “Competitive Business”); provided, however, that the restrictions contained in this Section 8.5.1 will not solicit prohibit, in any person who was way: (i) the acquisition of a customer of the Company controlling interest or the Bank during the period of the Employee’s employment hereundermerger with any person, or solicit potential customers who are a division or were identified through leads developed during the course of employment with the Company business unit thereof, acquired by or the Bankmerged, directly 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 Companyindirectly, the Bank into Seller or any of their Affiliates. The Employee will not, either during its Affiliates after the Period of Employment hereunder Closing Date if the Competitive Business accounts for five (5%) percent 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 less of the Bank, sales or five (5%) percent or less of the Company value of the acquired business at the date of such acquisition (whichever is the greater) and the Competitive Business is not anticipated to become greater than fifteen (15%) percent of such acquired business’s sales or value; (ii) the acquisition by Seller or any of their Affiliates to terminate his its Affiliates, directly or her employment for the purposes indirectly, of joining, associating, a non-controlling ownership interest in any person or becoming employed with any a division or business or activity which is in competition with any services or financial products soldunit 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) and the Competitive Business is not anticipated to become greater than twenty percent (20%) of such acquired business’s sales or activity engaged invalue; (iii) the acquisition by Seller or any of its Affiliates, by Company directly or indirectly, of less than five (5%) percent of the Bank. The Employee understands that in the event of a violation publicly traded stock of any person engaged in a Competitive Business; (iv) provision of this Agreement, the Company or the Bank shall have the right to seek injunctive relief, in addition consulting services to any Person for the purpose of designing or manufacturing on behalf of Seller or any Seller Affiliate or selling to Seller or any Seller Affiliate components and parts solely for automotive applications other existing rights provided in this Agreement than those that would constitute Products; (v) consistent with the generally applicable Seller or by operation any Seller Affiliate troubled supplier practices, direct or indirect activities of lawSeller or any Seller Affiliate to advise, without operate, manage or finance a troubled supplier of Seller or its Affiliates; and (vi) the requirement design, development, manufacture or sale of posting bond. The remedies provided in this paragraph shall be in addition to telematic modems and other telematics hardware and the communication of digital data for the remote resource management market for any legal or equitable remedies existing at law or provided for in any other agreement between the Employeekind of vehicle, the Bank or the Companyincluding commercial vehicles, and shall derivatives of such hardware (collectively, “Competing HW”); provided that Seller does not provide subscription services (other than repair or replacement of defective hardware) associated with the use of Competing HW; and, provided, further, that Competing HW may be construed as a limitation upon, or as an alternative or in lieu ofsold only to original equipment manufacturers, any such remediesdistributor or reseller, and commercial users requiring volumes exceeding 5,000 units. If any provisions For further clarification, Seller agrees not to market or sell products that combine all of this paragraph shall be determined by a court of competent jurisdiction to be unenforceable the following features in part by reason of it being too great a period of time or covering too great a geographical areaone Competing HW unit: CDMA (EVDO), it shall be in full force GPS, 802 technologies, Windows CE operating platform, USB/Serial/GPIO interfaces and effect as to that period of time or geographical area determined to be reasonable by the court64MG internal memory capabilities.

Non-Competition. During Seller, for and on behalf of itself and its controlled Affiliates, agrees that, for a period of three years after the Period of Employment hereunderClosing Date, and they shall not knowingly or intentionally own, manage, operate, control or otherwise engage in the event manufacture or sale of antiperspirant or deodorant products in the Employee’s employment is terminated pursuant United States and Canada (a "Competitive Business"); provided, however, that nothing herein shall prevent or be construed 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 prevent Seller or any third party, become of its controlled Affiliates from doing any of the following: (A) acquiring any Person engaged in any business or activity which is directly Competitive Business (other than any Person primarily engaged in competition with any services or financial products sold by, a Competitive Business) or any business interest in any such Person and thereafter owning, managing, operating or activity engaged controlling such Person or otherwise engaging 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, Person; (B) engaging in transactions pursuant to 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 Transitional Manufacturing Agreement; (C) 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 up to five percent (105%) of the outstanding capital stock voting equity securities or any non-voting equity or debt securities of such institutionany Person primarily engaged in a Competitive Business whose securities are publicly traded on a national securities exchange or in the over-the-counter market; or (D) owning any equity interest through any employee benefit plan or pension plan. During Notwithstanding anything to the Period contrary contained in this Section 5.13, Seller shall not be liable to the Purchasers for sales in the United States and Canada of Employment hereunder, and for products bearing the Mum trade name which have been manufactured or are in the process of being manufactured as of the Closing Date. For a period of two three years thereafter no matter after the reason Closing, Seller, for and on behalf of terminationitself and its controlled Affiliates, the Employee will not solicit market any person who was antiperspirant or deodorant product that bears a customer of the Company brand name which is not then currently sold 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 marketed by Seller or any of their its Affiliates; provided that the exceptions set forth in clauses (A) through (D) above shall be equally applicable for the foregoing restriction. The Employee will not, either during parties hereto specifically acknowledge and agree that the Period of Employment hereunder or remedy at law for a period of two years thereafter directly for himself or any third party, solicit, induce, recruit or cause another person in the employment breach of the Bank, foregoing will be inadequate and that 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 reliefPurchasers, in addition to any other existing rights relief available to them, shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damage. In the event that the provisions of this Section 5.13 should ever be deemed to exceed the limitation provided by applicable law, then the parties hereto agree that such provisions shall be reformed to set forth the maximum limitations permitted that are consistent with the intentions of the parties 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 shall not be construed as a limitation upon, or as an alternative or in lieu of, any such remediesSection 5.13. If any of the provisions of contained in this paragraph Section 5.13 shall for any reason be determined by a court of competent jurisdiction held to be unenforceable in part by reason of it being too great a period of time excessively broad as to time, duration, geographical scope, activity or covering too great a geographical areasubject, it shall be in full force construed, by limiting and effect reducing it, so as to that period be enforceable to the extent compatible with the applicable law as it shall then appear. If, moreover, any one or more of time or geographical area determined the provisions contained in this Agreement shall for any reason be held to be reasonable by the courtinvalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, but this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained therein.