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 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 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 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 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 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 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 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 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 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 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 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 (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 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 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 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 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 (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 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 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 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 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 (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 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 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 Xxxxxx 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, Xxxxxx agrees that, 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 date hereof and thereafter until (a) one year thereafter in the case of the expiration of the Initial Term or a termination of this Lease, the fifth (5th) anniversary of the termination hereof or of the expiration of the Initial Term, as applicable, and (b) in the period during which compensation or benefits are being provided pursuant to this Agreement after its terminationcase of an expiration of any of the Extended Terms, the Employee will not second (2nd) anniversary of the expiration of the applicable Extended Term, no member of the Leasing Group nor any Person holding or controlling, directly for himself or herself indirectly, any interest in any member of the Leasing Group (collectively, the "Limited Parties") shall be involved in any capacity in or lend any third partyof their names to or engage in any capacity in any assisted living facility, become center, unit or program (or in any Person engaged in any business such activity or any related activity competitive therewith) other than (a) those set forth on Schedule 11.5.4 annexed hereto, (b) those activities in which a Meditrust/Emeritus Transaction Affiliate is permitted to engage by the provisions of the Meditrust/Emeritus Transaction Documents which relate to any such facility, center, unit or program and (c) the acquisition of an ownership interest in any such facility, center, unit or program which is directly part of a single transaction in competition with any services which an ownership interest in at least four (4) other facilities, centers, units or financial products sold byprograms (provided, however, that if such acquisition occurs within the last twelve month period of the Initial Term or any business of the Extended Terms, Lessee shall have the 58 benefit of this clause (c) only if at the time such acquisition occurs Lessee has already (x) exercised in that twelve month period its right under Section 1.3 hereof to extend the Term for another Extended Term or (y) given a Purchase Option Notice and has waived any right to rescind the same based upon the determination of the Fair Market Value of the Leased Property), whether such competitive activity engaged 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 byany capacity whatsoever with respect to an assisted living facility, 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 five (5) mile radius of any office or facility the Leased Property. Xxxxxx 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 hereunderXxxxxx 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 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 8(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 8(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 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 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 Grantee covenants and agrees that during the Period of Grantee’s 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 twelve (12) months (and such period shall be tolled on a day-to-day basis for each day during which the reason Grantee participates in any activity in violation of terminationthe restrictions set forth in this Section 10(a)) following the termination of the Grantee’s Employment, whether such termination occurs at the Employee will not solicit any person who was a customer insistence 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 its Affiliates 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 CompanyGrantee (for whatever reason), the Bank or any of their Affiliates. The Employee Grantee will not, either during the Period of Employment hereunder directly or for a period of two years thereafter directly for himself indirectly, alone or any third partyin association with others, solicit, induce, recruit or cause another person anywhere in the employment 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 Banklending of money or otherwise) in, any business, venture or activity that directly or indirectly competes, or is in planning, or has undertaken any preparation, to compete, with the Business of the Company or any of their its Immediate Affiliates to terminate his (any Person who engages in any such business venture or her employment for 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 joiningthis Section 10(a), 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 “Business of a violation of any provision of this Agreement, the Company or the Bank shall have the right to seek injunctive reliefany of its Immediate Affiliates” is that of arts and crafts, in addition to or framing specialty retailer or wholesaler providing materials, ideas and education for creative activities, or framing, as well as any other existing rights provided in this Agreement business that the Company or by operation any of law, without its Immediate Affiliates conducts or is actively planning to conduct at any time during 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 uponGrantee’s Employment, or as an alternative or in lieu ofwith 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, 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.term

Non-Competition. During the Period of Employment hereunderEach Management Holder acknowledges that, and in the event course of his employment with the Employee’s employment is terminated pursuant to subparagraphs 10.2 Company and/or its Affiliates and their predecessors, he 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, she has become engaged in any business or activity which is directly in competition with any services or financial products sold byfamiliar, or any business or activity engaged in bywill become familiar, with the Company’s and its Affiliates and their respective predecessors’ trade secrets and other Confidential Information and that such Management Holder’s services have been and will be of special, unique and extraordinary value to the Company or the Bank, including, without limitation, any business or activity engaged in by any federally or state chartered bank, savings bank, savings and loan association, trust company and/or credit union, and/or any services or financial products sold by such entities, including, without limitation, the taking and accepting of deposits, the provision of trust services, the making of loans and/or the extension of credit, brokering loans and/or leases and the provision of insurance and investment services, within a 25 mile radius of any office or facility of the Company, the Bank or any of their its Affiliates. 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 hereundereach Management Holder agrees that, 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 date hereof and ending on the second anniversary of the EmployeeManagement Holder’s employment hereunder, or solicit potential customers who are or were identified through leads developed during the course termination of employment with the Company and its Affiliates for any reason (or such longer period as may be specified in any agreement between the BankCompany and such Management Holder, the “Non-Compete Period”), such Management Holder shall not, directly or otherwise divert indirectly, own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or attempt otherwise, and whether or not for compensation) or render services to divert any existing person, firm, corporation or other entity, in whatever form, engaged in any business of the same type as any business in which (a) with respect to the President of the Company or (or, if the Bank within any area President of 100 miles the Company as of any office or facility the Closing Date is no longer serving in such position, the Chief Executive Officer of the Company) (such individual, the Bank or any of their Affiliates. The Employee will not, either during “Reporting Person”) and Management Holders who directly report to 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 BankReporting Person, the Company or any of their its Affiliates is engaged on the date of termination of such Management Holder’s employment or in which they have proposed, on or prior to terminate his such date, to be engaged in on or her employment for after such date and in which the purposes Management Holder has been involved to any extent (other than de minimis) at any time during the two (2) year period ending with the date of joiningtermination of such Management Holder’s employment, 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 anywhere in the event of a violation of any provision of this Agreement, world in which the Company or its Affiliates conduct business and (b) with respect to all other Management Holders, the Bank shall have Management Holder is engaged on the right to seek injunctive reliefdate of termination of such Management Holder’s employment or has been engaged in at any time during the two (2) year period ending with the date of termination of such Management Holder’s employment, anywhere in addition to any other existing rights provided the world in which the Company or its Affiliates conducts business. Nothing in this Agreement or by operation Section 2 shall prohibit any Management Holder from being a passive owner of lawnot more than 4.99% of the outstanding stock of any class of a corporation which is publicly traded, without so long as such Management Holder has no active participation in the requirement business of posting bond. The remedies provided in this paragraph shall be in addition to any legal or equitable remedies existing at law or provided for in any other agreement between the Employee, the Bank or the Company, and shall not be construed as a limitation upon, or as an alternative or in lieu of, any such remedies. If any provisions of this paragraph shall be determined by a court of competent jurisdiction to be unenforceable in part by reason of it being too great a period of time or covering too great a geographical area, it shall be in full force and effect as to that period of time or geographical area determined to be reasonable by the courtcorporation.

Non-Competition. During (a) In view of the Period unique and valuable services it is expected Employee will render to the LDI Companies, Employee's knowledge of Employment hereunderthe customers, trade secrets, and other proprietary information relating to the business of the Company and its customers and suppliers and similar knowledge regarding the LDI Companies it is expected Employee will obtain, and in consideration of the event compensation to be received hereunder, Employee agrees (i) that he will not during the Employee’s employment Employment Period Participate In (as hereinafter defined in this Section 6) any other business or organization, whether or not such business or organization now is terminated pursuant to subparagraphs 10.2 or 10.3 hereofshall then be competing with, or now is or shall then for the later be of (a) one year thereafter or (b) the period during which compensation or benefits are being provided pursuant to this Agreement after its terminationa nature similar to, the Employee will not directly for himself or herself or business of any third partyof the LDI Companies, become engaged and (ii) subject to the last sentence of this Section 6(a), (A) 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 case of a termination by the Company or prior to 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 six month anniversary of the CompanyCommencement Date, 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 terminationthree (3) months and (B) otherwise, 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 six (6) months after termination of this Agreement (each a "Post-Termination Period"), he will not compete with or any third party, solicit, induce, recruit or cause another person be engaged in the employment of same business as, or Participate In any other business or organization which during such Post-Termination Period competes with or is engaged in the Banksame business as, either the Company or any of their Affiliates the other LDI Companies for which Employee renders services hereunder, with respect to terminate his any product or her employment for the purposes of joining, associating, or becoming employed with any business service sold or activity engaged in up to the time of such cessation in any geographical area in which at the time of such cessation such product or service is in competition with any services or financial products sold, or any business sold or activity engaged in, by Company or the Bank. The Employee understands that in the event of a violation of any provision of this AgreementIn each case, 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 Section 6(a) will not be determined deemed breached merely because Employee owns not more than 5% of the outstanding common stock of a corporation, if, at the time of its acquisition by Employee, such stock is listed on a national securities exchange, is reported on NASDAQ, or is regularly traded in the over-the-counter market by a court member of competent jurisdiction a national securities exchange, provided that Employee does not actively perform any duties for or provide services 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 courtsuch company.

Non-Competition. During Except as expressly provided herein, each of the Period Managers agrees that during the period commencing on December 31, 1997 and until such time as (i) one year after such time as the Management Agreement is terminated and neither Xx. Xxxxxxxx nor Xx. Xxxxxx is a director or executive officer of Employment hereunderthe Corporation, and (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 event 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 Employee’s employment 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 terminated pursuant contiguous to subparagraphs 10.2 or 10.3 hereof, then for the later of such property and (a) one year thereafter will not increase the existing gross leaseable area of the property by more than 20%; or (b) is the period during which compensation result of the exercise of the fiduciary duty of Xx. Xxxxxxxx or benefits are being provided pursuant to this Agreement Xx. Xxxxxx after its terminationdiscussion with their partners or members, as the Employee will not directly for himself case may be; and (iii) the acquisition, operation, development, management 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 leasing of any office or facility retail shopping center property located anywhere in the Continental United States by the Managing Group provided that the retail shopping center portion of the Company, the Bank or any of their Affiliates. This provision such property 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 thousand (1010,000) square feet. In the event five (5) years from the date hereof Xx. Xxxxxx has ceased being a director and an executive officer of the Corporation for at least one year and beneficially owns less than five (5%) 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 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 (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 Business, Parent and Seller will not (1) engage in, continue in, participate in or have any material 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 Transferred Employee, solicit for employment any Transferred Employee that has been employed by Buyer, without the period during which compensation prior consent of Buyer; PROVIDED, HOWEVER, that nothing herein shall be deemed to prevent (i) Parent or benefits 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 being provided pursuant to this Agreement after its terminationregistered under Section 12(b) or 12(g) of the Exchange Act, and are listed or admitted for trading on any United States national securities exchange or are quoted on the Employee will not directly for himself or herself Nasdaq National Market, or any third partysimilar system of automated dissemination of quotations of securities prices in common use, become so long as neither Parent nor Seller is 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 Parent or Seller to employ a person in the Prohibited Business (except as set forth in this Section), or (iii) Parent or Seller from being acquired by a person engaged in any business or activity which is directly in competition with any services or financial products sold bythe Prohibited Business of Seller. The parties agree that Buyer may sell, 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, assign or otherwise divert or attempt transfer this covenant not 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 reliefcompete, in addition whole or in part, to any other existing rights provided in this Agreement person, corporation, firm or by operation of law, without the requirement of posting bond. The remedies provided in this paragraph shall be in addition entity that succeeds 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.the

Non-Competition. During the Period term of Employment hereunderthis Agreement and thereafter as set forth below in this Section 3.4(a), no party to this Agreement, no Shareholder and no Affiliate of any of the foregoing shall directly or indirectly (i) engage in Operations in the event Territory other than through 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 Joint Venture Company or the Banka Subsidiary thereof, 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%ii) 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 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 Joint Venture Company or any of its Subsidiaries for opportunities to engage in Operations in the Territory; (iii) provide any assistance to any Person providing or requiring Operations in the Territory other than through the Joint Venture Company or a Subsidiary thereof; or (iv) own, beneficially or of record, an equity or other ownership interest in any Person or other business endeavor that engages in Operations in the Territory other than the Joint Venture Company and its Subsidiaries; provided that the limitation set forth in clause (iv) of this sentence shall not apply to the ownership of less than 5% of the outstanding securities of any entity whose securities are publicly traded. The limitations on competition contained in this Section 3.4(a) shall remain in effect following termination of this Agreement (i) with respect to Xxxxxxx, any Person who has acquired beneficial ownership of any Shares issued to Xxxxxxx (each a "Xxxxxxx Transferee"), and their respective Affiliates until the fifth anniversary of any termination of this Agreement caused by a purchase of Shares from Xxxxxxx or Xxxxxxx Transferees pursuant to terminate his Sections 11.2 or her employment for 11.3 hereof or otherwise or the purposes of joiningsale by Xxxxxxx or a Xxxxxxx Transferee to any Third Party, associatingincluding OMNI, or becoming employed with any business or activity which is in competition with any services or financial products sold, OMNI International or any business OMNI Transferee, as defined below, pursuant to Section 11.4, and (ii) with respect to OMNI, OMNI International and any Person who has acquired beneficial ownership of any Shares issued to OMNI International (each an "OMNI Transferee"), and their respective Affiliates until the fifth anniversary of any purchase of Shares from OMNI International or activity engaged in, by Company any OMNI Transferee pursuant to Section 11.2 hereof or the Bankotherwise. The Employee understands that Except as set forth in the event of a violation of immediately preceding sentence, upon any provision termination of this Agreement, the Company or the Bank shall have the right to seek injunctive relief, in addition to any other existing rights provided limitations on competition contained in this Agreement or by operation of law, without the requirement of posting bond. The remedies provided Section 3.4(a) shall remain in this paragraph shall be in addition to any legal or equitable remedies existing at law or provided effect 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 areafive years after the date of such termination (i) with respect to Xxxxxxx, it shall all Xxxxxxx Transferees and the respective Affiliates of each of the foregoing, provided that the term "Operations" in the first sentence of this Section 3.4(a), for purposes of this clause be in full force defined as "providing seismic drilling, helicopter support and effect as to that period other related services (excluding survey services) to, and the assembly, manufacture and repair of time or geographical area determined to be reasonable drilling equipment for use by the courtonshore geophysical industry"; and (ii) with respect to OMNI, OMNI International, all OMNI Transferees and the respective Affiliate of each of the foregoing; provided that the term "Operations" in the first sentence of this Section 3.4(a) for purposes of this clause be defined as "providing line cutting services to the geophysical industry".

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 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 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 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 (i) In partial consideration for award of the Period Options, in order to forestall the disclosure or use of Confidential Information as well as to deter Optionee’s intentional interference with the contractual relations of the Partnership Group, Optionee’s intentional interference with the prospective economic advantage of the Partnership Group and to promote fair competition, Optionee agrees that during the period commencing on the Grant Date and ending on the earlier of (i) solely if any such Units were acquired prior to the date on which Optionee’s Employment terminates, the second (2nd) anniversary of the date on which Optionee and Optionee’s Permitted Transferees cease to hold any Units and (ii) the second (2nd) anniversary of the date of Optionee’s termination of Employment hereunder(the’ “Restricted Period”), and Optionee shall not directly or indirectly own any interest in, manage, control, participate in (whether as an officer, director, manager, employee, partner, equityholder, member, agent, representative or otherwise), consult with, render services for, or in any other manner engage in any Competitive Business anywhere in which the Partnership Group is engaging in the event business as of the Employeeearlier to occur between, solely if any such Units were acquired prior to the date on which Optionee’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 terminationEmployment terminates, the Employee will date on which Optionee and Optionee’s Permitted Transferees cease to hold any Units and the date of Optionee’s termination of Employment; provided, that nothing herein shall prohibit Optionee from being, directly or indirectly, a passive owner of not directly for himself or herself or more than 2% of the outstanding stock of any third party, become engaged in any business or activity class of a corporation 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 Optionee does not have any active participation in any financial institution do not exceed ten percent (10%) of the outstanding capital stock business of such institution. During the Period of Employment hereunder, and for a period of two years thereafter no matter the reason of termination, the Employee will not solicit any person who was a customer of the Company or the Bank during the period of the Employee’s employment hereunder, or solicit potential customers who are or were identified through leads developed during the course of employment with the Company or the Bank, or otherwise divert or attempt to divert any existing business of the Company or the Bank within any area of 100 miles of any office or facility of the Company, the Bank or any of their Affiliates. The Employee will not, either during the Period of Employment hereunder or for a period of two years thereafter directly for himself or any third party, solicit, induce, recruit or cause another person in the employment of the Bank, the Company or any of their Affiliates to terminate his or her employment for the purposes of joining, associating, or becoming employed with any business or activity which is in competition with any services or financial products sold, or any business or activity engaged in, by Company or the Bank. The Employee understands that in the event of a violation of any provision of this Agreement, the Company or the Bank shall have the right to seek injunctive relief, in addition to any other existing rights provided in this Agreement or by operation of law, without the requirement of posting bond. The remedies provided in this paragraph shall be in addition to any legal or equitable remedies existing at law or provided for in any other agreement between the Employee, the Bank or the Company, and shall not be construed as a limitation upon, or as an alternative or in lieu of, any such remedies. If any provisions of this paragraph shall be determined by a court of competent jurisdiction to be unenforceable in part by reason of it being too great a period of time or covering too great a geographical area, it shall be in full force and effect as to that period of time or geographical area determined to be reasonable by the courtcorporation.

Non-Competition. During 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 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 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 Each of the Period Seller, the Current Shareholders (together with affiliates of Employment all Current Shareholders and shareholders and beneficiaries of the Institutional Shareholder), and the Company's Management Directors acknowledges that the covenants and agreements in this Section 11 are an essential inducement for Buyer to acquire the Purchased Business and Acquired Assets, and an essential condition precedent, to the Buyer's obligation to purchase the Acquired Assets hereunder, and that the Buyer would not purchase the Acquired Assets but for the covenants and agreements herein. For a period of five years from the Closing Date (or, in the event case of the Employee’s Company's Management Directors employed by Buyer after Closing, for five years after any future termination of 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 terminationwith Buyer), the Employee Seller, each of the Current Shareholders (and affiliates, of all Current Shareholders and shareholders and beneficiaries of the Institutional Shareholder), and each of the Company's Management Directors (collectively and separately a "Covenantor") will not (i) engage directly for himself or herself or any third party, become engaged in any business or activity which is directly indirectly in competition with any services or financial products sold bythe Buyer, 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 Chemfab or any of their Affiliates (as defined below) anywhere in the world, alone or as a shareholder, partner, officer, director, employee or consultant of any other business organization, in the business of manufacturing, distributing and/or selling high-performance polymer- based materials (collectively, the "Restricted Business"), (ii) divert to terminate his any competitor of the Buyer, Chemfab or her employment for their Affiliates in the purposes Restricted Business any customer of joining, associatingthe Buyer, or becoming employed (iii) solicit or encourage any officer, employee or consultant of the Buyer, Chemfab or their Affiliates to leave its employ for employment by or with any business competitor of the Buyer, Chemfab or activity which is their Affiliates in competition with any services or financial products soldthe Restricted Business. Each Covenantor further acknowledges and agrees that, or any business or activity engaged in, by Company or the Bank. The Employee understands that in the event of a violation breach or threatened breach by any Covenantor of any provision of its/his obligations under this AgreementSection 11, the Company or the Bank Buyer and Chemfab will have no adequate remedy at law, and accordingly, shall have the right to seek injunctive relief, in addition to any other existing rights provided in this Agreement or by operation of lawbe entitled, without the requirement of posting any bond. The , to injunctive or other appropriate equitable remedies provided in this paragraph shall be against such breach or threatened breach in addition to any legal or equitable other 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 remedieswhich it may have. If at any time the provisions of this paragraph Section 11 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 11 shall be in full force considered divisible and effect shall become and be immediately amended to cover 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 each Covenantor agrees that this Section 11 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein. Each Covenantor further acknowledges and agrees that, although no separate monetary compensation (other than the payment of the Final Purchase Price), is identified or payable, in respect of the covenants set forth in this Section 11, these covenants are an integrated, bargained-for element of the transfer of the Purchased Business and Acquired Assets to Buyer, and that as a consequence, the Seller and each Current Shareholder acknowledge receipt as of the Closing Date of full and adequate payment and consideration for these covenants.

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 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 the Period of Employment hereunderBrunswick, in order to induce Buyer to enter into this Agreement, expressly covenants 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 agrees that for a period of two years thereafter no matter from and after the reason of terminationClosing Date, the Employee Brunswick will not solicit any person who was a customer of the Company directly or the Bank during the period of the Employee’s employment hereunderindirectly, own, manage, operate, join, control, or solicit potential customers who are participate in or were identified through leads developed during be connected with any business, individual, partnership, firm or corporation, which is at the course of employment with time engaged, wholly or partly, in the Company or Golf Business engaged in by Brunswick on the BankClosing Date, 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 provided that Brunswick or any of their Affiliates. The Employee will not, either during its affiliates may acquire a business that otherwise would violate 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 foregoing restrictions as long as no more than 25% of the Bank, annual sales of the Company or any of their Affiliates to terminate his or her employment for the purposes of joining, associating, or becoming employed with any acquired business or activity which is in competition with any services businesses which violate the foregoing restrictions. If more than 25% of the annual sales of the acquired business is in businesses which violate the foregoing restrictions, Brunswick or financial products sold, or any its affiliate may acquire such business or activity engaged in, by Company or as long as it uses commercially reasonable efforts to divest itself of the Bankcompeting operations within eighteen months after such acquisition. The Employee understands that in the event of It shall not be a violation of any provision of the 44 45 foregoing restrictions for a member of the board of directors of Brunswick to, directly or indirectly, own, manage, operate, join, control, or participate in or be connected with any business, individual, partnership, firm or corporation, which is at the time engaged, wholly or partly, in the Golf Business engaged in by Brunswick on the Closing Date. Brunswick may own an aggregate of not more than five percent of the outstanding stock of any class of any corporation engaged in any such business, if such stock is listed on a national securities exchange or regularly traded in the over-the-counter market by a member of a national securities exchange, without violating the provisions of this AgreementSection, the Company or the Bank shall provided Brunswick does not have the right power to seek injunctive reliefcontrol or direct the management or affairs of such corporation and is not otherwise associated with it. Brunswick expressly covenants and agrees that the remedy at law for any breach of this Section 8 will be inadequate and that, in addition to any other existing rights provided in this Agreement or by operation of lawremedies Buyer may have, Buyer shall be entitled to temporary and permanent injunctive relief without the requirement necessity of proving actual damage or posting any bond. The remedies provided in To the extent that any part of this paragraph provision may be invalid, illegal or unenforceable for any reason, it is intended that such part shall be in addition enforceable 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 extent that a court of competent jurisdiction to be unenforceable shall determine that such part if more limited in scope would have been enforceable and such part by reason of it being too great a period of time or covering too great a geographical area, it shall be deemed to have been so written and the remaining parts shall as written be effective and enforceable in full force and effect as to that period of time or geographical area determined to be reasonable by the courtall events.

Non-Competition. During Each of the Period Equity Holders and the Seller is familiar with the trade secrets related to the Business and with other Confidential Information concerning the Business, including all (a) inventions, technology and research and development related to the Business, (b) customers and clients and customer and client lists related to the Business, (c) products (including products under development) and services related to the Business and related costs and pricing structures, (d) accounting and business methods and practices related to the Business and (e) similar and related Confidential Information and trade secrets related to the Business. Each of Employment hereunderthe Equity Holders and the Seller acknowledges and agrees that the Business would be irreparably damaged if such Party were to directly or indirectly provide services to any Person competing with the Business or engaging in a similar business and that such direct or indirect competition by any such Party would result in a significant loss of goodwill by the Business. In further consideration for the Buyer’s payment of the Purchase Price under this Agreement (in respect of which payment each of the Equity Holders and the Seller expressly acknowledges that he/she or it derives a substantial and direct benefit), and in order to protect the event value of the Employee’s employment is terminated pursuant to subparagraphs 10.2 or 10.3 Business acquired by the Buyer hereunder (including the goodwill inherent in the Business as of the date hereof), then for each of the later of (a) one year thereafter or (b) Equity Holders and the Seller hereby agrees that during the period during which compensation commencing on the Effective Date and ending on the third (3rd) anniversary of the Effective Date (the “Non- Competition Period”), such Party shall not acquire or benefits are being provided pursuant to this Agreement after its terminationhold any economic or financial interest in, the Employee will not directly for himself act as a partner, member, stockholder, or herself representative of, render any services to, or any third party, become engaged otherwise operate or hold an interest in any business or activity Person (other than the Seller) having any location in any county in which is directly in competition with any services or financial products sold by, or any business or activity engaged in by, the Company Business or the BankBuyer conducts operations, includingwhich entity, without limitationenterprise or other Person primarily engages in, directly or indirectly, any business or activity engaged in by that competes with the Business; provided, however, that nothing contained herein shall be construed to prohibit 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 Party from purchasing up to an aggregate 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 two percent (102%) of any class 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 voting securities of any office or facility of other Person whose securities are listed on a national securities exchange (but only if such investment is held on a purely passive basis). Notwithstanding the Companyabove, 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 if Buyer terminates the employment of the Bank, the Company Sxxxxxx X. Sales without cause 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 materially breaches 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 5.3.2 shall terminate following a thirty (30) day cure-period (the “Cure Period”) where Buyer may correct such material breach. The Cure Period shall commence upon Buyer’s receipt of written notice from the Seller detailing the particular act or acts or failure or failures to act that constitute the material breach. The termination of this Section 5.3.2 shall thereafter be determined by a court effective at the expiration 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 courtCure Period unless Buyer has fully cured such breach during the Cure Period.

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 (i) In partial consideration for award of the Period Options, in order to forestall the disclosure or use of Confidential Information as well as to deter Optionee’s intentional interference with the contractual relations of the Partnership Group, Optionee’s intentional interference with the prospective economic advantage of the Partnership Group and to promote fair competition, Optionee agrees that during the period commencing on the Grant Date and ending on the earlier of (i) solely if any such Units were acquired prior to the date on which Optionee’s Employment terminates, the second (2nd) anniversary of the date on which Optionee and Optionee’s Permitted Transferees cease to hold any Units and (ii) the second (2nd) anniversary of the date of Optionee’s termination of Employment hereunder(the “Restricted Period”), and Optionee shall not directly or indirectly own any interest in, manage, control, participate in (whether as an officer, director, manager, employee, partner, equityholder, member, agent, representative or otherwise), consult with, render services for, or in any other manner engage in any Competitive Business anywhere in which the Partnership Group is engaging in the event business as of the Employeeearlier to occur between, solely if any such Units were acquired prior to the date on which Optionee’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 terminationEmployment terminates, the Employee will date on which Optionee and Optionee’s Permitted Transferees cease to hold any Units and the date of Optionee’s termination of Employment; provided, that nothing herein shall prohibit Optionee from being, directly or indirectly, a passive owner of not directly for himself or herself or more than 2% of the outstanding stock of any third party, become engaged in any business or activity class of a corporation 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 Optionee does not have any active participation in any financial institution do not exceed ten percent (10%) of the outstanding capital stock business of such institution. During the Period of Employment hereunder, and for a period of two years thereafter no matter the reason of termination, the Employee will not solicit any person who was a customer of the Company or the Bank during the period of the Employee’s employment hereunder, or solicit potential customers who are or were identified through leads developed during the course of employment with the Company or the Bank, or otherwise divert or attempt to divert any existing business of the Company or the Bank within any area of 100 miles of any office or facility of the Company, the Bank or any of their Affiliates. The Employee will not, either during the Period of Employment hereunder or for a period of two years thereafter directly for himself or any third party, solicit, induce, recruit or cause another person in the employment of the Bank, the Company or any of their Affiliates to terminate his or her employment for the purposes of joining, associating, or becoming employed with any business or activity which is in competition with any services or financial products sold, or any business or activity engaged in, by Company or the Bank. The Employee understands that in the event of a violation of any provision of this Agreement, the Company or the Bank shall have the right to seek injunctive relief, in addition to any other existing rights provided in this Agreement or by operation of law, without the requirement of posting bond. The remedies provided in this paragraph shall be in addition to any legal or equitable remedies existing at law or provided for in any other agreement between the Employee, the Bank or the Company, and shall not be construed as a limitation upon, or as an alternative or in lieu of, any such remedies. If any provisions of this paragraph shall be determined by a court of competent jurisdiction to be unenforceable in part by reason of it being too great a period of time or covering too great a geographical area, it shall be in full force and effect as to that period of time or geographical area determined to be reasonable by the courtcorporation.

Non-Competition. During 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, 2010; 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 “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 management executives 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 management executives 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 Because of Employer[ Group]’s legitimate business interest as described herein and the Period good and valuable consideration offered to the Employee, [the [receipt and] sufficiency of Employment hereunderwhich is acknowledged, and in ]during the event the term of Employee’s employment is terminated pursuant to subparagraphs 10.2 or 10.3 hereof, then and for the later of (a) one year thereafter or (b) [TERM OF YEARS OR MONTHS], to run consecutively, beginning on 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 last day 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 Employer [Group], [for any reason or no reason and whether employment is terminated at the option of the Employee or the Bank, or otherwise divert or attempt Employer [Group],] the Employee agrees and covenants not to divert any existing business of engage in Prohibited Activity within 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[DESCRIPTION OF SCOPE OF GEOGRAPHIC RESTRICTION AND/OR SUBSECTION OF INDUSTRY OR CUSTOMER LIST]. 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 joiningthis non-compete clause, associating“Prohibited Activity” is activity in which the Employee contributes the Employee’s knowledge, directly or becoming employed with any business indirectly, in whole or activity which is in competition with any services or financial products soldpart, as an employee, employer, owner, operator, manager, advisor, consultant, agent, partner, director, stockholder, officer, volunteer, intern, or any other similar capacity to an entity engaged in the same or similar business as the Employer [Group], including those engaged in the business of [DESCRIPTION OF BUSINESS]. Prohibited Activity also includes activity that may require or activity engaged ininevitably require disclosure of trade secrets, by Company proprietary information, or the BankConfidential Information. The Employer [Group] regards as its primary, but not exclusive, competitors the following [LIST OF PRIMARY COMPETITORS]. Nothing herein shall prohibit Employee understands from purchasing or owning less than five percent (5%) of the publicly traded securities of any corporation, provided that in such ownership represents a passive investment and that the event Employee is not a controlling person of, or a member of a violation of any provision of this Agreementgroup that controls, the Company or the Bank shall have the right to seek injunctive reliefsuch corporation. This Section does not, in addition any way, restrict or impede the Employee from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any other existing rights provided in this Agreement or by operation of law, without the requirement of posting bond. The remedies provided in this paragraph shall be in addition to any legal or equitable remedies existing at applicable law or provided for in any other agreement between the Employee, the Bank regulation or the Company, and shall not be construed as a limitation upon, or as an alternative or in lieu of, any such remedies. If any provisions valid order of this paragraph shall be determined by a court of competent jurisdiction to be unenforceable in part by reason of it being too great a period of time or covering too great a geographical areaan authorized government agency, it shall be in full force and effect as to provided that period of time or geographical area determined to be reasonable such compliance does not exceed that required by the courtlaw, regulation, or order. The Employee shall promptly provide written notice of any such order to [AUTHORIZED OFFICER].

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 Exhibit 2.1 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 Employment Period and after termination of Employment hereunderthis Agreement by Executive under Section 6.1(a), and or the Company under Section 5 or Section 6.1(b) of Executive's employment under Section 5, 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 Xxxxxxxxx’x acceptance of a position with another company will not affect eligibility for payments referenced above subject to the Period right of Employment hereunder, Entegris and its successor to cancel such payments and seek full reimbursement of amounts paid in the event that Xxxxxxxxx engages in activities determined to be significantly detrimental to the Employee’s employment is terminated pursuant to subparagraphs 10.2 best interests of Entegris 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, successor including, without limitation, (i) recruiting, hiring, or soliciting employees for employment or the performance of services with a competing company, (ii) breach of any obligations under any confidentiality agreement or intellectual property agreement, (iii) making disparaging, knowingly false, or misleading statements about Entegris, its successor, or its products, officers, or employees to competitors, customers, potential customers, or to current or former employees. In further exchange for the consideration due to be provided under this Agreement, Xxxxxxxxx agrees that for the entirety of his four-year payment term as specified above, he will not, without the written consent of Entegris, directly or indirectly (a) engage or be interested in as an owner, partner, shareholder, employee, director, officer, agent, consultant or otherwise, directly or indirectly, with or without compensation, any business which is in direct competition with the business of Entegris. Nothing herein, however, shall prohibit Xxxxxxxxx from acquiring 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 holding not more than two percent (2%) of any office or facility class of the Company, the Bank or any of their Affiliates. This provision shall not restrict the Employee from owning or investing in publicly publicly-traded securities of financial institutions, so long any business. Payments to Xxxxxxxxx shall be conditional based on his compliance with non-compete obligations as his or her aggregate holdings in set forth herein. In the event 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 foregoing non-compete obligations shall be determined by a any court of competent jurisdiction to be unenforceable in part by reason of it being extended for too great a period of time or covering time, over too great a geographical area, it or by reason of being too extensive in any other respect, such provision shall be interpreted to extend only over the maximum period of time for which it may be enforceable, 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 by such court in such action. The invalidity or unenforceability of any particular provision of these non-competition paragraphs shall not affect the other provisions thereof which shall continue in full force and effect effect. Xxxxxxxxx agrees that the remedies available to Entegris at law will be inadequate in the event of a breach or a threatened breach of non-competition obligations as stated herein. As a result, Entegris shall be entitled, in addition to that period of time its rights at law, to seek an injunction or geographical area determined other equitable relief without the need to be reasonable by the courtpost a bond.

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 of (a) one year thereafter or (b) amounts payable to Employee under this Agreement, Employee reaffirms his restrictive covenants obligations under the Outstanding Awards and any other agreement containing similar restrictive covenants and further agrees that the period during which compensation or benefits are being provided pursuant to this Agreement after its termination, the Employee will he may not directly for himself or herself or any third party, become engaged engage in any business Business Activities in a Prohibited Capacity (each as defined in the Outstanding Awards) or similar competitive activity which is directly (as described under any other agreement) shall be extended (but not shortened, if longer) to be the three-year period following the Termination Date. Notwithstanding the foregoing, Employee shall not be treated as engaging in competition with any services or financial products sold byBusiness Activities in a Prohibited Capacity by virtue of Employee commencing employment with, or providing services to, a private equity, financial investor, or advisor that owns, invests in, operates, or advises a business that engages in any business or activity engaged in byBusiness Activities that, the Company or the Bank, including, without limitation, any business or activity if engaged in by any federally or state chartered bankEmployee, savings bankwould be treated as Employee engaging in Business Activities in a Prohibited Capacity, 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 so long as Employee does not perform services, directly or indirectly, for the making of loans and/or the extension of credit, brokering loans and/or leases entity that is engaged in such Business Activities and the provision of insurance and investment services, within a 25 mile radius of that Employee does not reveal any office or facility confidential information of the Company, in any capacity whatsoever, to such private equity, financial investor, or advisor, its respective Subsidiaries, including any business owned, invested in, operated or advised by the Bank foregoing, or any of their Affiliatesrespective directors, officers, employees, advisors or other service providers. This provision shall not restrict the It is expressly understood and agreed that although 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 consider the Bank during restrictions contained in the period Outstanding Awards, as extended above, to be reasonable for the purpose of preserving for the Employee’s employment hereunderCompany and its affiliates their goodwill, or solicit potential customers who are or were identified through leads developed during trade secrets, proprietary rights and ongoing business value, if a final judicial determination is made by a court having jurisdiction that the course time, territory, activities (i.e., type of employment with the Company or the Bank, or otherwise divert or attempt to divert any existing business line 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 soldbusiness), 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 restriction contained in this paragraph shall be in addition to any legal or equitable remedies existing at law or provided for in any other agreement between is an unenforceable restriction on the activities of 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 and the related provisions in the Outstanding Awards or any other agreement containing similar restrictive covenant obligations shall not be rendered void but shall be determined by a deemed amended to apply as to such maximum time, territory and activities as such court of competent jurisdiction may judicially determine or indicate to be reasonable. Alternatively, if the court referred to above finds that any restriction contained above is an unenforceable in part by reason restriction on the activities of it being too great a period of time or covering too great a geographical areaEmployee, it shall and such restrictions cannot be in full force and effect amended so as to that period make it enforceable, such finding shall not affect the enforceability of time or geographical area determined to be reasonable by any of the court.other restrictions contained in this Agreement. 296073

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 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 Xxxxxxx acknowledges that the Period covenants and --------------- agreements in this Section 10 are in consideration of Employment hereunderXxxxxxx'x employment with ENI under this Agreement and Xxxxxxx'x opportunity to increase his direct and indirect 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 Xxxxxxx 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 Xxxxxxx'x employment with ENI or of which Xxxxxxx 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 Xxxxxxx 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 period of Employment hereunder, employment 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 terminationRestricted Period, the Employee will not directly for shall not, whether on behalf of himself or herself any other entity, engage, directly or indirectly, either as proprietor, stockholder, pmtner, officer, director, consultant, employee or otherwise, for any third party, become entity engaged in any a business or activity which is directly in competition with any services or financial products sold by, or any business or activity engaged in by, the Company or the Bank, including, without limitation, any business or activity engaged in by any federally or state chartered bank, savings bank, savings 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 similar to that of deposits, the provision of trust services, the making of loans and/or the extension of credit, brokering loans and/or leases BFST and the provision Bank that maintains a location in the Louisiana Parishes and Texas Counties set forth on Schedule 2.4 of insurance this Exhibit A, which Schedule 2.4 may be amended from time to time by the Bank to include any additional parishes and investment servicescounties in which the Bank has a branch banking facility, within which amendments will be presented to Employee in writing and will become effective and binding on Employee unless Employee provides a 25 mile radius notice of termination of this Agreement on or prior to the fifth (5t11) business day following the date on which notice of the amendment is duly provided to Employee. Notwithstanding the foregoing, Employee may invest in the securities of any office enterprise if (i) such securities are listed on any national or facility of the Companyregional securities exchange, the Bank or any of their Affiliates. This provision shall (ii) Employee does 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 beneficially own more than one percent (101%) of the outstanding capital stock of such institution. During the Period of Employment hereunderenterprise, and (iii) Employee does not otherwise pmticipate in the activity of such enterprise. For purposes of this Exhibit A, Employee acknowledges and agrees that the "business" of BFST and the Bank and their affiliates involves and relates to extending credit, accepting deposits, and engaging in those other activities permissible for a period bank holding companies and FDIC-insured financial institutions, either directly or indirectly, through financial or operating subsidiaries and affiliates; that Employee understands and knows the business in which BFST and the Bank and their affiliates is engaged and the scope, activities and business pursuits involved in the business of two years thereafter no matter BFST and the reason of termination, Bank and their affiliates; and that the noncompetition and non-solicitation covenants contained in this Exhibit A prohibit the Employee will from engaging, in any capacity or any position, and from conducting any activities or business similar to that of BFST and the Bank and their affiliates. As used in this Exhibit A, "customers" includes, but is not solicit limited to, businesses, persons and entities for whom BFST and the Bank and their affiliates has extended credit, accepted deposits or provided other financial services, or with whom BFST and the Bank and their affiliates has had contracts, agreements, arrangements or any person who was a customer type of business, or working relationship. Employee acknowledges and represents that he understands the nature of the Company or customer relationships ofBFST and the Bank during the period of the Employee’s employment hereunderand their affiliates and who and what comprises its customers. As used in this Exhibit A, 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 "BFST and the Bank within and their affiliates" includes any area of 100 miles of any office or facility of the Companyand all predecessor, the Bank or any of their Affiliates. The Employee will notsuccessor, 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, parent subsidiary 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 courtaffiliate entities.

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 by Employer with Cause or by Grantee without Good Reason, or otherwise ending on the date on which Grantee’s employment with Employer terminates for any other reason (such period, the “Restricted Period”), to subparagraphs 10.2 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 10.3 hereofindirectly through another Person own any interest in, then manage, control, participate in (whether as an officer, director, manager, employee, partner, equity holder, member, agent, advisor, individual independent contractor, consultant, representative or otherwise), consult with, represent, render services for, or in any other manner engage in the Restricted Business in any geographic area where the Restricted Business of Employer conducts it; provided, that in the event that Grantee’s employment with Employer terminates upon a Grantee Non-Renewal (as defined below), Employer shall have the option, in its sole discretion, to elect to continue to pay to Grantee, in monthly installments, the Base Salary (as defined in the Employment Agreement) payable by Employer as if Grantee had remained employed for the later a period of (a) one year thereafter or (b) the period during which compensation or benefits are being provided pursuant up to this Agreement after its 6 months following such termination, and if Employer shall so elect, then, notwithstanding anything in this Section 2 to Schedule E to 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 bycontrary, the Company or Restricted Period shall continue for such period (not to exceed 6 months following the Bankdate of such termination) in respect of which such payments are made; provided, includingfurther, 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 (x) 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, (y) being employed by or otherwise providing services to any corporation or entity, a division or subsidiary of which is engaged in Restricted Businesses or (z) practicing law at a law firm. As used herein, the Company term “Restricted Business” means collectively (i) any business that, in the preceding twelve (12) months derived more than 25% of its revenue from businesses involved in (1) the representation of Persons involved in television, film, music, literature, sports, internet, advertising, public speaking and all other mediums, including actors, writers, producers, directors, artists, musicians, athletes, models, sports leagues, mixed martial arts or boxing leagues and promotions and public figures, including any of their Affiliates to terminate his talent and/or entertainment agency business, (2) league development, sponsorship, hospitality, licensing, sports training and consulting, (3) sports programming and event management, (4) marketing and merchandising and (5) corporate advisory services or her employment for the purposes of joining, associating, or becoming employed with (ii) any business or activity businesses of a type not described in clause (i) in which is in competition Grantee was actively engaged on behalf of Employer during the preceding twelve (12) month period prior to the date on which Grantee ceases to be employed with Employer (and any services or financial products sold, or any logical extensions thereof) so long as such business or activity engaged in, by Company or the Bank. The Employee understands that in the event preceding twelve (12) months derived more than 25% of a violation of any provision of this Agreement, the Company or the Bank shall have the right to seek injunctive relief, in addition to any other existing rights provided in this Agreement or by operation of law, without the requirement of posting bond. The remedies provided in this paragraph shall be in addition to any legal or equitable remedies existing at law or provided for in any other agreement between the Employee, the Bank or the Company, and shall not be construed as a limitation upon, or as an alternative or in lieu of, any such remedies. If any provisions of this paragraph shall be determined by a court of competent jurisdiction to be unenforceable in part by reason of it being too great a period of time or covering too great a geographical area, it shall be in full force and effect as to that period of time or geographical area determined to be reasonable by the courtits revenue from businesses.

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) August 31, 2010; 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). Employment Agreement 3 (Heijermans) 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 “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 management executives 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 management executives 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 The Company and the Period of Employment hereunderExecutive have jointly reviewed the tenant lists, property submittals, logs, broker lists, and in the event the Employee’s employment is terminated pursuant to subparagraphs 10.2 or 10.3 hereof, then for the later of (a) one year thereafter or (b) the period during which compensation or benefits are being provided pursuant to this Agreement after its termination, the Employee will not directly for himself or herself or any third party, become engaged in any business or activity which is directly in competition with any services or financial products sold by, or any business or activity engaged in by, the Company or the Bank, including, without limitation, any business or activity engaged in by any federally or state chartered bank, savings bank, savings and loan association, trust company and/or credit union, and/or any services or financial products sold by such entities, including, without limitation, the taking and accepting of deposits, the provision of trust services, the making of loans and/or the extension of credit, brokering loans and/or leases and the provision of insurance and investment services, within a 25 mile radius of any office or facility operations of the Company, and have agreed that as an essential inducement for and in consideration of this Agreement and the Bank or any of their Affiliates. This provision shall not restrict Company’s agreement to make the Employee from owning or investing in publicly traded securities of financial institutions, so long as his or her aggregate holdings in any financial institution do not exceed ten percent (10%) payment of the outstanding capital stock amounts described in Sections 2(b) and 4 hereof when and as herein described, the Executive hereby agrees, except with the express prior written discretionary consent of such institution. During the Period of Employment hereunderCompany, and that for a period of two years thereafter no matter one (1) year after the reason Date of terminationTermination (the “Restrictive Period”), the Employee he will not solicit directly or indirectly in any person who was a customer of the Company or the Bank during the period of the Employee’s employment hereunder, or solicit potential customers who are or were identified through leads developed during the course of employment manner compete with the Company or the Bank, or otherwise divert or attempt to divert any existing business of the Company by directly or indirectly owning, managing, operating, controlling, financing, or by directly or indirectly serving as an employee, officer or director of or consultant to (i) any industrial or mixed office/industrial (but not pure office) REIT or real estate operating company (a “Peer Group Member”) or (ii) any other person, firm, partnership, corporation, trust or other entity (including, but not limited to, Peer Group Members), public or private, which, as a material component of its business (other than for its own use as an owner or user), invests in, or otherwise provides capital to, industrial warehouse facilities and properties similar to the Bank within Company’s investments and holdings, in each case, (A) in any area of 100 miles of any geographic market or territory in which the Company owns properties or has an office or facility either as of the Company, the Bank date hereof or any of their Affiliates. The Employee will not, either during the Period of Employment hereunder or for a period of two years thereafter directly for himself or any third party, solicit, induce, recruit or cause another person in the employment as of the Bank, Date of Termination of the Executive’s employment; or (B) in any market in which an acquisition or other investment by the Company or any affiliate of their Affiliates the Company is pending or proposed in a written plan as of the date of termination, whether or not embodied in any formalized, written legal document; provided, that the Executive’s continued service on the board of directors of Starwood Hotels and Resorts Worldwide, Inc. shall not be deemed to terminate his or her employment for the purposes of joining, associating, or becoming employed with any business or activity which is in competition with any services or financial products sold, or any business or activity engaged in, by Company or the Bank. The Employee understands that in the event of be a violation of this Section 8(b). The Executive will not be considered to have violated this Section 9(b) if the Executive becomes employed, engaged or associated in any provision of this Agreement, capacity with an organization that competes with the Company or so long as the Bank shall have the right to seek injunctive relief, in addition to any other existing rights provided in this Agreement or by operation of law, without the requirement of posting bond. The remedies provided in this paragraph shall be in addition to any legal or equitable remedies existing at law or provided for Executive does not participate in any other agreement between manner whatsoever in the Employee, management or operations of the Bank or the Company, and shall not be construed as a limitation upon, or as an alternative or in lieu of, any part of such remedies. If any provisions of this paragraph shall be determined by a court of competent jurisdiction to be unenforceable in part by reason of it being too great a period of time or covering too great a geographical area, it shall be in full force and effect as to organization that period of time or geographical area determined to be reasonable by the courtso competes.

Non-Competition. During 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 four years after the Closing (b) the period during which compensation or benefits are being provided pursuant to this Agreement after its termination"Restricted Period"), the Employee Parent shall not, and will cause its Affiliates not to, engage, directly for himself or herself or any third partyindirectly, become engaged in any business anywhere in North America or activity which is Europe (the "Territory") that provides integrated contract pharmaceutical packaging services for clinical trials (the "Competing Service"); provided the foregoing shall not prohibit the Parent and its Affiliates from (i) acquiring, directly or indirectly, securities listed on any national securities exchange or traded actively in competition with the national over-the-counter market of any services Person that provides the Competing Service in the Territory, provided that the Parent does, and the Parent causes its Affiliates to, not, in the aggregate, own more than five percent of the outstanding voting power or financial products sold bycommon stock of such Person; (ii) acquiring a company (the "Diversified Company") or a business having not more than 20% of its gross revenues attributable to providing the Competing Service as of the Closing Date provided that the Parent and its Affiliates do not provide the Competing Service other than through the Diversified Company; and (iii) using sub-contractors that are not Affiliates of the Parent to provide the Competing Service, 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, provided that (A) the provision of trust servicesthe Competing Service is incidental to the supply of the products or services of the Parent or its Affiliates to the customers of the Parent or its Affiliates, and (B) unless such customers shall have specifically identified a third party as the provider of the Competing Service, 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 CompanyParent shall, and shall cause its Affiliates to, use their reasonable efforts in good faith (x) to offer the Purchasers the opportunity to bid on the sub-contract for such Competing Service and (y) to make the Purchasers aware of the opportunity, and to bid on the contract, to provide the Competing Service directly to the customers of the Parent or its Affiliates if the Sellers make any other third party provider of the Competing Service aware of such opportunity. Notwithstanding any of the foregoing, this Section 5.05 shall not be construed as a limitation uponprohibit any Person (or an Affiliate of such Person) that Acquires the Parent from providing the Competing Service, provided that no such Person (or as an alternative any Affiliate of such Person) may provide the Competing Service through the Parent or in lieu of, any such remedies. If any provisions of this paragraph shall be determined by a court of competent jurisdiction to be unenforceable in part by reason of it being too great a period of time or covering too great a geographical area, it shall be in full force and effect as to that period of time or geographical area determined to be reasonable by the courtits subsidiaries.

Non-Competition. During Employee further acknowledges and agrees that, as an employee of AS, ASAS or the Period Company, Employee has participated in or observed and will participate in or observe important aspects of Employment hereunderthe Company’s research, development, creative work, planning, operations and other activities, and that the use of any Confidential Matter in the event the Employee’s employment is terminated pursuant to subparagraphs 10.2 or 10.3 hereof, then for the later conduct 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 or indirectly competing with any services or financial products sold by, or any the Company’s business or activity engaged in by, necessarily would constitute trading 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 Company’s and the provision Affiliates’ good will and reputation developed through their expenditure of insurance very substantial efforts and investment services, within a 25 mile radius of any office or facility of moneys and would unreasonably and unfairly impair the Company, ’s and the Bank or any of Affiliates’ ability to conduct their Affiliatesbusinesses profitably. This provision Employee shall not restrict the Employee from owning or investing in publicly traded securities of financial institutions, so long as his or her aggregate holdings in at 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 time 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 directly or the Bankindirectly own an interest in, join, operate, control or participate in, or otherwise divert be connected as an officer, employee, agent, independent contractor, consultant, partner, member, manager, shareholder (except as holder of not more than one percent of the outstanding stock of any corporation, which stock is listed and publicly traded on a national securities exchange), or attempt owner or principal of or with, any Person engaged in developing, producing, designing, providing, soliciting orders for, selling, distributing or marketing products or services that directly or indirectly compete with the Company’s products, services or business, in any markets in which the Company is now doing business, or does business during Employee’s employment, whether or not similar or related to divert any existing business acquired by the Company from AS or ASAS, or directly or indirectly take or permit any action in preparation to do any of the foregoing. In addition, during the period from the date hereof to the fifth anniversary of the date hereof, whether or not Employee’s employment with the Company continues through such period, Employee shall not directly or indirectly own an interest in, join, operate, control or participate in, or be connected as an officer, employee, agent, independent contractor, consultant, partner, member, manager, shareholder (except as holder of not more than one percent of the outstanding stock of any corporation, which stock is listed and publicly traded on a national securities exchange), or owner or principal of or with, any Person engaged in the business of the Company developing, designing, marketing, distributing or the Bank within any area of 100 miles of any office selling truss plates, or facility of the Companycomputer software, the Bank or any of their Affiliates. The Employee will notproducts and systems associated therewith, 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 joiningbuilding construction industry, associating, or becoming employed that is competitive with any business conducted by AS or activity which is ASAS before the date hereof or by the Company from and after the date hereof, in competition with any services state or financial products soldother jurisdiction where AS or ASAS conducted any such business or where any customer or specifier of AS or ASAS was located on or before the date hereof, or in any business state of the United States or activity engaged in, by Company Mexico or the Bank. The Employee understands that in the event province of a violation of any provision of this Agreement, Canada where the Company contemplates conducting or conducts any such business after the Bank shall have date hereof, or directly or indirectly take or permit any action in preparation for doing any of the right to seek injunctive relief, in addition to any other existing rights provided in this Agreement or by operation of law, without foregoing. Employee acknowledges and agrees that the requirement of posting bond. The remedies provided restrictions in this paragraph shall be in addition are reasonably necessary to any legal or equitable remedies existing at law or provided for in any other agreement between the Employee, the Bank or protect the Company, ’s legitimate business interests with respect to the assets 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 business that the Company has purchased from AS and effect as to that period of time or geographical area determined to be reasonable by the courtASAS.

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 Each of the Period Equity Holders and the Seller is familiar with the trade secrets related to the Business and with other Confidential Information concerning the Business, including all (a) inventions, technology and research and development related to the Business, (b) customers and clients and customer and client lists related to the Business, (c) products (including products under development) and services related to the Business and related costs and pricing structures and manufacturing techniques, (d) accounting and business methods and practices related to the Business and (e) similar and related Confidential Information and trade secrets related to the Business. Each of Employment hereunderthe Equity Holders and the Seller acknowledges and agrees that the Business would be irreparably damaged if such Party were to directly or indirectly provide services to any Person competing with the Business or engaging in a similar business and that such direct or indirect competition by any such Party would result in a significant loss of goodwill by the Business. In further consideration for the Buyer’s payment of the Purchase Price under this Agreement (in respect of which payment each of the Equity Holders and the Seller expressly acknowledges that he or it derives a substantial and direct benefit), and in order to protect the event value of the Employee’s employment is terminated pursuant to subparagraphs 10.2 or 10.3 Business acquired by the Buyer hereunder (including the goodwill inherent in the Business as of the date hereof), then for each of the later of (a) one year thereafter or (b) Equity Holders and the Seller hereby agrees that during the period during which compensation commencing on the Closing Date and ending on the second (2nd) anniversary of the Closing Date (the “Non-Competition Period”), such Party shall not acquire or benefits are being provided pursuant to this Agreement after its terminationhold any economic or financial interest in, the Employee will not directly for himself act as a partner, member, stockholder, or herself representative of, render any services to, or any third party, become engaged otherwise operate or hold an interest in any business or activity Person (other than the Seller) having any location in any county in which is directly in competition with any services or financial products sold by, or any business or activity engaged in by, the Company Business or the BankBuyer conducts operations, includingwhich entity, without limitationenterprise or other Person primarily engages in, directly or indirectly, any business that competes with the Business or activity engaged operates in by the hospitality insurance industry; provided, however, that nothing contained herein shall be construed to prohibit 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 Party from purchasing up to an aggregate 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 two percent (102%) of any class 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 voting securities 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 other Person whose securities are listed on 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 national securities exchange (but only if such investment 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 held on 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 courtpurely passive basis).

Non-Competition. During the Period period of Employment hereunder, and in the event the Employee’s 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, 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, LSI and for a period of two years thereafter no matter the reason of terminationsix (6) months following Executive's employment if Executive's employment is terminated by LSI for "Cause", the Employee will not solicit Executive shall not, directly or indirectly, whether as principal, agent, employee, director, consultant, stockholder, partner, member or in any person who was a customer of the Company other capacity, run, own, manage, operate, control, be employed by, provide consulting services to, be an officer or the Bank during the period of the Employee’s employment hereunderdirector of, participate in, lend his name to, invest or solicit potential customers who are have any financial or were identified through leads developed during the course of employment other interest in or be connected in any manner with the Company management, ownership, operation 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 control of any office business, venture or facility activity anywhere in North America and any additional geographic territories where LSI operates that is competitive with the Business; provided, however, that this provision shall not prohibit Executive from acquiring, solely as a passive investment, securities of the Company, the Bank any entity listed on a national securities exchange 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 regularly traded in the employment of the Bankover-the-counter market if Executive does not own, the Company collectively, five percent (5%) 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 more of any provision class of securities of such entity. For purposes of this Agreement, the term "Cause" shall mean any of the following: (i) indictment for, conviction of, or plea of guilty or no contest by the Executive to a felony, or of any criminal act; (ii) the unreasonable deliberate and material failure or refusal by the Executive to perform, consistent with the terms of this Agreement, his employment duties hereunder (other than as a result of PTO, sickness, disability, illness or injury), and the failure to rectify the same within thirty (30) days after the Company or the Bank shall have given notice to the right Executive identifying such failure or refusal and demanding that it be rectified; (iii) the Executive's commission of any act of fraud, embezzlement, dishonesty or other willful misconduct that has caused, or would reasonably be expected to seek injunctive reliefcause, in addition material injury or economic harm to any other existing rights provided in the Company; (iv) an act of gross negligence on the part of the Executive that has caused, or would reasonably be expected to cause, material injury or economic harm to the Company; (v) a deliberate or material violation of a written material Company policy; or (vi) a material breach of this Agreement (or by operation of law, without any successor thereto or amendment thereof) which (and only if the requirement of posting bond. The remedies provided in this paragraph same shall be in addition curable) Executive fails to any legal or equitable remedies existing at law or provided for in any other agreement between cure within thirty (30) days after the Employee, Company shall have given notice to the Bank or the Company, Executive identifying such breach and shall not demanding that it be construed as a limitation upon, or as an alternative or in lieu of, any such remediescured. 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 court5.

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 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 from the event date hereof and until the Employeedate that is 18 months following Executive’s date of termination of 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, 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 the Company or any federally of its subsidiaries or state chartered bankaffiliates (or demonstrably anticipated by the Company or its subsidiaries or affiliates and, savings bankfor avoidance of doubt, savings and loan associationsuch affiliates to exclude Expedia, trust company and/or credit unionInc., and/or any services Liberty Media Corporation 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 Liberty Interactive Corporation or any of their Affiliates. This provision shall not restrict the Employee from owning or investing in publicly traded securities of financial institutionsrespective subsidiaries), so long as his or her aggregate holdings 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 invest or 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 engaged in the Competitive Activity, including the investment decisions thereof; and for (iii) Executive may serve as an employee of or partner (or otherwise hold an ownership interest) in a period of two years thereafter no matter consultancy or investment bank engaged in providing advisory services to entities engaged in Competitive Activities, 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 advisory services to such entities engaged in the Bank during Competitive Activity. Notwithstanding the period foregoing, to the extent that, solely due to a change in scope 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 subsidiaries or affiliates (e.g., by virtue of an acquisition or strategic change), Executive has become “associated with a Competitive Activity” (i.e., for purposes of clarity, Executive’s activity prior to such change in scope was permissible under this Section 2(b)), then Executive shall have a reasonable period of time, not to exceed 12 months, to cure such association with a Competitive Activity, including by resignation (if personal services), liquidation or unwinding (if investment-related) or eliminating any activity or involvement with such entity engaged in the Bank within any area of 100 miles of any office or facility of Competitive Activity, in all cases on such terms as are reasonably acceptable to 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 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 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 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 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 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 Employment Period and after termination of Employment Executive's employment hereunder, and whether or not such termination is without Cause or for Good Reason, Executive shall not be involved in the event 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 twelve (12) months after the date of termination of Executive's employment (the "Non-compete Period") provided that the Company has not otherwise breached its obligations under the Agreement. As used in this Agreement, the term "Restricted Business Activities" shall mean any business which markets and sells to customers of a class or category to which FGX Holdings or any of its subsidiaries, markets and sells at the time Executive's employment terminated products or services marketed and sold by FGX Holdings or any of its subsidiaries at such time or products or services which at such time FGX Holdings or any of its subsidiaries was actively considering marketing and selling to such customers. 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 FGX Holdings then held by Executive, and (b) the period during which compensation or benefits are being provided pursuant to this Agreement after its termination, the Employee will not directly for himself or herself or any third party, become engaged in any business or activity which is directly in competition with any services or financial products sold by, or any business or activity engaged in by, the Company or the Bank, including, without limitation, any business or activity engaged in by any federally or state chartered bank, savings bank, savings and loan association, trust company and/or credit union, and/or any services or financial products sold by such entities, including, without limitation, the taking and accepting of deposits, the provision of trust services, the making of loans and/or the extension of credit, brokering loans and/or leases and the provision of insurance and investment services, within a 25 mile radius of any office or facility of the Company, the Bank or any of their Affiliates. This provision shall not restrict the Employee from owning or investing in publicly traded securities of financial institutions, so long as his or her aggregate holdings in any financial institution do not exceed ten no more than five percent (105%) of the outstanding capital stock 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 securities of any office or facility other publicly-held company. Executive recognizes and agrees that because a violation by him of the Company, the Bank his obligations under this Section 9 will cause irreparable harm to FGX Holdings or any of their Affiliates. The Employee will notits subsidiaries that would be difficult to quantify and for which money damages would be inadequate, 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 party included in the employment definition of the Bank, the Company FGX Holdings 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 its subsidiaries 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 Non-compete Period will be extended by the duration of any violation by Executive of any of his obligations under this Section 9. Executive expressly agrees that the character, duration and scope of his obligations under this Section 9 are reasonable in light of the circumstances as they exist at the date upon which this paragraph shall Agreement has been executed. However, should a determination nonetheless be in addition to any legal or equitable remedies existing at law or provided for in any other agreement between the Employee, the Bank or the Company, and shall not be construed as a limitation upon, or as an alternative or in lieu of, any such remedies. If any provisions of this paragraph shall be determined made by a court of competent jurisdiction to be unenforceable at a later date that the character, duration or geographical scope of such obligations is unreasonable in part by reason light of the circumstances as they then exist, then it being too great a period is the intention of time or covering too great a geographical area, it both Executive and the Company that Executive's obligations under this Section 9 shall be construed by the court in full force and effect such a manner as to that period impose only those restrictions on the conduct of time or geographical area determined Executive which are reasonable in light of the circumstances as they then exist and necessary to be reasonable by assure the courtCompany of the intended benefit of Executive's obligations under this Section 9.

Non-Competition. During 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 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 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.