Common use of Non-Solicitation/Non-Compete Clause in Contracts

Non-Solicitation/Non-Compete. Executive hereby covenants and agrees that, for a period of one (1) year following his termination of employment with the Bank (other than a termination of employment following a Change in Control), Executive shall not, without the written consent of the Bank, either directly or indirectly: (i) solicit, offer employment to, or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any officer or employee of the Bank, or any of its respective subsidiaries or affiliates, to terminate his employment and accept employment or become affiliated with, or provide services for compensation in any capacity whatsoever to, any business whatsoever that competes with the business of the Bank, or any of their direct or indirect subsidiaries or affiliates, that has headquarters or offices within 25 miles of any location(s) in which the Bank has business offices or has filed an application for regulatory approval to establish an office (the “Restricted Territory”); (ii) become an officer, employee, consultant, director, independent contractor, agent, joint venturer, partner or trustee of any savings bank, savings and loan association, savings and loan holding company, credit union, bank or bank holding company, insurance company or agency, any mortgage or loan broker or any other entity that competes with the business of the Bank or any of their direct or indirect subsidiaries or affiliates, that: (i) has a headquarters within the Restricted Territory or (ii) has one or more offices, but is not headquartered, within the Restricted Territory, but in the latter case, only if Executive would be employed, conduct business or have other responsibilities or duties within the Restricted Territory; or (iii) solicit, provide any information, advice or recommendation or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any customer of the Bank to terminate an existing business or commercial relationship with the Bank.

Non-Solicitation/Non-Compete. Executive hereby covenants and agrees that, for a period of one (1) year following his termination of employment with the Bank (other than a termination of employment following a Change in Control), Executive shall not, without the written consent of the Bank, either directly or indirectly: (i) solicit, offer employment to, or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any officer or employee of the Bank, or any of its respective subsidiaries or affiliates, to terminate his employment and accept employment or become affiliated with, or provide services for compensation in any capacity whatsoever to, any business whatsoever that competes with the business of the Bank, or any of their direct or indirect subsidiaries or affiliates, that has headquarters or offices within 25 twenty-five (25) miles of any location(s) in which the Bank has business offices operations or has filed an application for regulatory approval to establish an office (the “Restricted Territory”); (ii) become an officer, employee, consultant, director, independent contractor, agent, joint venturer, partner or trustee of any savings bank, savings and loan association, savings and loan holding company, credit union, bank or bank holding company, insurance company or agency, any mortgage or loan broker or any other entity that competes with the business of the Bank or any of their direct or indirect subsidiaries or affiliates, that: (i) has a headquarters within the Restricted Territory or (ii) has one or more offices, but is not headquartered, within the Restricted Territory, but in the latter case, only if Executive would be employed, conduct business or have other responsibilities or duties within the Restricted Territory; or (iii) solicit, provide any information, advice or recommendation or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any customer of the Bank to terminate an existing business or commercial relationship with the Bank.

Non-Solicitation/Non-Compete. Executive hereby covenants and agrees that, for a period of one (1) year following his termination of employment with the Bank (other than a termination of employment following a Change in Control), Executive shall not, without the written consent of the Bank, either directly or indirectly: (i) solicit, offer employment to, or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any officer or employee of the Bank, or any of its respective subsidiaries or affiliates, to terminate his or her employment and accept employment or become affiliated with, or provide services for compensation in any capacity whatsoever to, any business whatsoever that competes with the business of the Bank, or any of their direct or indirect subsidiaries or affiliates, that has headquarters or offices within 25 miles of any location(s) in which the Bank has business offices operations or has filed an application for regulatory approval to establish an office (the “Restricted Territory”)office; (ii) become an officer, employee, consultant, director, independent contractor, agent, joint venturer, partner or trustee of any savings bank, savings and loan association, savings and loan holding company, credit union, bank or bank holding company, insurance company or agency, any mortgage or loan broker or any other entity that competes with the business of the Bank or any of their direct or indirect subsidiaries or affiliates, that: (iA) has a headquarters within 25 miles of the Bank’s headquarters (the “Restricted Territory Territory”), or (iiB) has one or more offices, but is not headquartered, within the Restricted Territory, but in the latter case, only if Executive would be employed, conduct business or have other responsibilities or duties within the Restricted Territory; or (iii) solicit, provide any information, advice or recommendation or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any customer of the Bank to terminate an existing business or commercial relationship with the Bank.

Non-Solicitation/Non-Compete. Executive hereby covenants and agrees that, for a period of one (1) year following his termination of employment with the Bank (other than a termination of employment following a Change in Control), Executive shall not, without the written consent of the Bank, either directly or indirectly: (i) solicit, offer employment to, or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any officer or employee of the Bank, or any of its respective subsidiaries or affiliates, to terminate his employment and accept employment or become affiliated with, or provide services for compensation in any capacity whatsoever to, any business whatsoever that competes with the business of the Bank, or any of their direct or indirect subsidiaries or affiliates, that has headquarters or offices within 25 twenty-five (25) miles of any location(s) in which the Bank has business offices operations or has filed an application for regulatory approval to establish an office (the “Restricted Territory”); (ii) become an officer, employee, consultant, director, independent contractor, agent, joint venturer, partner or trustee of any savings bank, savings and loan association, savings and loan holding company, commercial bank, credit union, bank or bank holding company, insurance company or agency, any mortgage or loan broker or any other entity that competes with the business of the Bank or any of their direct or indirect subsidiaries or affiliates, that: (i) has a headquarters within the Restricted Territory or (ii) has one or more offices, but is not headquartered, within the Restricted Territory, but in the latter case, only if Executive would be employed, conduct business or have other responsibilities or duties within the Restricted Territory; or (iii) solicit, provide any information, advice or recommendation or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any customer of the Bank to terminate an existing business or commercial relationship with the Bank.

Non-Solicitation/Non-Compete. Executive hereby covenants and agrees that, for a period of one (1) year following his termination of employment with the Bank (other than a termination of employment following a Change change in Controlcontrol), Executive he shall not, without the written consent of the Bank, either directly or indirectly: (i) solicit, offer employment to, or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any officer or employee of the Bank, or of any holding company of the Bank, or any of its their respective subsidiaries or affiliates, to terminate his or her employment and accept employment or become affiliated with, or provide services for compensation in any capacity whatsoever to, any business whatsoever that competes with the business of the Bank, or of any holding company of the Bank, or any of their direct or indirect subsidiaries or affiliates, that has headquarters or offices within 25 twenty-five (25) miles of any location(s) in which the Bank Bank, or any holding company of the Bank, has business offices operations or has filed an application for regulatory approval to establish an office (the “Restricted Territory”)office; (ii) become an officer, employee, consultant, director, independent contractor, agent, joint venturer, partner or trustee of any savings bank, savings and loan association, savings and loan holding company, credit union, bank or bank holding company, insurance company or agency, any mortgage or loan broker or any other entity that competes with the business of the Bank Bank, or any holding company of the Bank, or any of their direct or indirect subsidiaries or affiliates, that: that has headquarters or offices within twenty-five (i25) miles of any location(s) in which the Bank, or any holding company of the Bank, has a headquarters within the Restricted Territory business operations or (ii) has one or more offices, but is not headquartered, within the Restricted Territory, but in the latter case, only if Executive would be employed, conduct business or have other responsibilities or duties within the Restricted Territoryfiled an application for regulatory approval to establish an office; or (iii) solicit, provide any information, advice or recommendation or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any customer of the Bank to terminate an existing business or commercial relationship with the Bank.

Non-Solicitation/Non-Compete. Executive hereby covenants and agrees that, for a period of one (1) year following his termination of employment with the Bank (other than a termination of employment following a Change in Control), Executive he shall not, without the written consent of the Bank, either directly or indirectly: (i) solicit, offer employment to, or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any officer or employee of the Bank, or any of its respective subsidiaries or affiliates, to terminate his employment and accept employment or become affiliated with, or provide services for compensation in any capacity whatsoever to, any business whatsoever that competes with the business of the Bank, or any of their direct or indirect subsidiaries or affiliates, that has headquarters or offices within 25 twenty-five (25) miles of any location(s) in which the Bank has business offices operations or has filed an application for regulatory approval to establish an office (the “Restricted Territory”)office; (ii) become an officer, employee, consultant, director, independent contractor, agent, joint venturer, partner or trustee of any savings bank, savings and loan association, savings and loan holding company, credit union, bank or bank holding company, insurance company or agency, any mortgage or loan broker or any other entity that competes with the business of the Bank or Bankor any of their direct or indirect subsidiaries or affiliates, that: (i) has a headquarters within twenty-five (25) miles of any location(s) in which the Bank has business operations or has filed an application for regulatory approval to establish an office (the “Restricted Territory Territory”) or (ii) has one or more offices, but is not headquartered, within the Restricted Territory, but in the latter case, only if Executive would be employed, conduct business or have other responsibilities or duties within the Restricted Territory; or (iii) solicit, provide any information, advice or recommendation or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any customer of the Bank to terminate an existing business or commercial relationship with the Bank.

Non-Solicitation/Non-Compete. Executive hereby covenants and agrees that, for a period of one two (12) year years following his termination of employment with the Bank Employer (other than a termination of employment following a Change in Control), Executive he shall not, without the written consent of the BankEmployer, either directly or indirectly: (i) solicit, offer employment to, or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any officer or employee of the BankEmployer, or any of its respective subsidiaries or affiliates, to terminate his employment and accept employment or become affiliated with, or provide services for compensation in any capacity whatsoever to, any business whatsoever that competes with the business of the BankEmployer, or any of their direct or indirect subsidiaries or affiliates, that has headquarters or offices within 25 twenty-five (25) miles of any location(s) in which the Bank Employer has business offices operations or has filed an application for regulatory approval to establish an office (the “Restricted Territory”)office; (ii) become an officer, employee, consultant, director, independent contractor, agent, joint venturer, partner or trustee of any savings bank, savings and loan association, savings and loan holding company, credit union, bank or bank holding company, insurance company or agency, any mortgage or loan broker or any other entity that competes with the business of the Bank Employer or any of their direct or indirect subsidiaries or affiliates, that: that has headquarters or offices within twenty-five (i25) miles of any location(s) in which Employer has a headquarters within the Restricted Territory business operations or (ii) has one or more offices, but is not headquartered, within the Restricted Territory, but in the latter case, only if Executive would be employed, conduct business or have other responsibilities or duties within the Restricted Territoryfiled an application for regulatory approval to establish an office; or (iii) solicit, provide any information, advice or recommendation or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any customer of the Bank Employer to terminate an existing business or commercial relationship with the BankEmployer.

Non-Solicitation/Non-Compete. Executive hereby covenants and agrees that, for a period of one (1) year following his termination of employment with the Bank Company (other than a termination of employment following a Change in Control), Executive shall not, without the written consent of the BankCompany, either directly or indirectly: (i) solicit, offer employment to, or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any officer or employee of the BankCompany, or any of its respective subsidiaries or affiliates, to terminate his employment and accept employment or become affiliated with, or provide services for compensation in any capacity whatsoever to, any business whatsoever that competes with the business of the BankCompany, or any of their direct or indirect subsidiaries or affiliates, that has headquarters or offices within 25 twenty-five (25) miles of any location(s) in which the Bank Company has business offices operations or has filed an application for regulatory approval to establish an office (the “Restricted Territory”); (ii) become an officer, employee, consultant, director, independent contractor, agent, joint venturer, partner or trustee of any savings bank, savings and loan association, savings and loan holding company, credit union, bank or bank holding company, insurance company or agency, any mortgage or loan broker or any other entity that competes with the business of the Bank Company or any of their direct or indirect subsidiaries or affiliates, that: (i) has a headquarters within the Restricted Territory or (ii) has one or more offices, but is not headquartered, within the Restricted Territory, but in the latter case, only if Executive would be employed, conduct business or have other responsibilities or duties within the Restricted Territory; or (iii) solicit, provide any information, advice or recommendation or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any customer of the Bank Company to terminate an existing business or commercial relationship with the BankCompany.

Non-Solicitation/Non-Compete. (i) Executive hereby covenants and agrees that, for a period of one during the “Restricted Period” and except as provided in clause (1ii) year following his termination of employment with the Bank (other than a termination of employment following a Change in Control)below, Executive shall not, without the written consent of the BankFLIC, either directly or indirectly: (iA) solicit, offer employment to, or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any officer or employee of the BankFLIC, or any of its respective subsidiaries or affiliates, to terminate his or her employment and with FLIC and/or accept employment or become affiliated with, or provide services for compensation in any capacity whatsoever to, any business whatsoever that competes with the business of the Bank, or any of their direct or indirect subsidiaries or affiliates, that has headquarters or offices within 25 miles of any location(s) in which the Bank has business offices or has filed an application for regulatory approval to establish an office (the “Restricted Territory”);another employer; or (iiB) become an officer, employee, consultant, director, independent contractor, agent, joint venturer, partner or trustee of any savings bank, savings and loan association, savings and loan holding company, commercial bank, credit union, bank or bank holding company, insurance company or agency, any mortgage or loan broker or any other entity (excluding not-for-profit entities other than credit unions) that competes with the business of the Bank FLIC or any of their direct or indirect subsidiaries or affiliates, that: (i) or that has a headquarters within the Restricted Territory headquarters, or (ii) has one or more offices, but is not headquarteredwithin New York City or in the Counties of Nassau or Suffolk, within New York (the “Restricted Territory, but in the latter case, only if Executive would be employed, conduct business or have other responsibilities or duties within the Restricted Territory”); or (iiiC) solicit, provide any information, advice or recommendation or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any customer of the Bank FLIC to terminate an existing business or commercial relationship with FLIC. (ii) The restrictions contained in Section 6(a)(i)(B) above shall not apply in the Bankevent of a Termination for Cause, or in the event of a termination of employment following a Change in Control. (iii) For purposes of this paragraph (a), the “Restricted Period” shall be a period of one (1) year following Executive’s termination of employment with FLIC.

Non-Solicitation/Non-Compete. Executive hereby covenants and agrees that, for a period of one (1) year following his Executive’s termination of employment with the Bank Bank, and except as provided in (other than a termination of employment following a Change in Controliv), Executive shall not, without the written consent of the Bank, either directly or indirectly: (i) solicit, offer employment to, or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any officer or employee of the Bank, or any of its respective subsidiaries or affiliates, to terminate his or her employment and accept employment or become affiliated with, or provide services for compensation in any capacity whatsoever to, any business whatsoever that competes with the business of the Bank, or any of their direct or indirect subsidiaries or affiliates, that has headquarters or offices within 25 miles of any location(s) in which the Bank has business offices operations or has filed an application for regulatory approval to establish an office (the “Restricted Territory”)office; (ii) become an officer, employee, consultant, director, independent contractor, agent, joint venturer, partner or trustee of any savings bank, savings and loan association, savings and loan holding company, credit union, bank or bank holding company, insurance company or agency, any mortgage or loan broker or any other entity that competes with the business of the Bank or any of their direct or indirect subsidiaries or affiliates, that: (iA) has a headquarters within 25 miles of the Bank’s headquarters (the “Restricted Territory Territory”), or (iiB) has one or more offices, but is not headquartered, within the Restricted Territory, but in the latter case, only if Executive would be employed, conduct business or have other responsibilities or duties within the Restricted Territory; or (iii) solicit, provide any information, advice or recommendation or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any customer of the Bank to terminate an existing business or commercial relationship with the Bank. (iv) The restrictions contained in this Section 6(a) shall not apply in the event of Executive’s termination of employment on or after the effective time of a Change in Control.

Non-Solicitation/Non-Compete. Executive hereby covenants and agrees that, for a period of one (1) year following his termination of employment with the Bank Company (other than a termination of employment following a Change in Control), Executive shall not, without the written consent of the BankCompany, either directly or indirectly: (i) solicit, offer employment to, or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any officer or employee of the BankCompany, or any of its respective subsidiaries or affiliates, to terminate his employment and accept employment or become affiliated with, or provide services for compensation in any capacity whatsoever to, any business whatsoever that competes with the business of the BankCompany, or any of their direct or indirect subsidiaries or affiliates, that has headquarters or offices within 25 twenty-five (25) miles of any location(s) in which the Bank Company has business offices operations or has filed an application for regulatory approval to establish an office (the “Restricted Territory”); (ii) become an officer, employee, consultant, director, independent contractor, agent, joint venturer, partner or trustee of any savings bank, savings and loan association, savings and loan holding company, commercial bank, credit union, bank or bank holding company, insurance company or agency, any mortgage or loan broker or any other entity that competes with the business of the Bank Company or any of their direct or indirect subsidiaries or affiliates, that: (i) has a headquarters within the Restricted Territory or (ii) has one or more offices, but is not headquartered, within the Restricted Territory, but in the latter case, only if Executive would be employed, conduct business or have other responsibilities or duties within the Restricted Territory; or (iii) solicit, provide any information, advice or recommendation or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any customer of the Bank Company to terminate an existing business or commercial relationship with the BankCompany.

Non-Solicitation/Non-Compete. Executive hereby covenants and agrees that, for a period of one (1) year following his termination of employment with the Bank (other than a termination of employment following a Change in Control), Executive he shall not, without the written consent of the Bank, either directly or indirectly: (i) solicit, offer employment to, or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any officer or employee of the Bank, or any of its respective subsidiaries or affiliates, to terminate his employment and accept employment or become affiliated with, or provide services for compensation in any capacity whatsoever to, any business whatsoever that competes with the business of the Bank, or any of their direct or indirect subsidiaries or affiliates, that has headquarters or offices within 25 twenty-five (25) miles of any location(s) in which the Bank has business offices operations or has filed an application for regulatory approval to establish an office (the “Restricted Territory”)office; (ii) become an officer, employee, consultant, director, independent contractor, agent, joint venturer, partner or trustee of any savings bank, savings and loan association, savings and loan holding company, credit union, bank or bank holding company, insurance company or agency, any mortgage or loan broker or any other entity that competes with the business of the Bank or any of their direct or indirect subsidiaries or affiliates, that: (i) has a headquarters within twenty-five (25) miles of any location(s) in which the Bank has business operations or has filed an application for regulatory approval to establish an office (the “Restricted Territory Territory”) or (ii) has one or more offices, but is not headquartered, within the Restricted Territory, but in the latter case, only if Executive would be employed, conduct business or have other responsibilities or duties within the Restricted Territory; or (iii) solicit, provide any information, advice or recommendation or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any customer of the Bank to terminate an existing business or commercial relationship with the Bank.

Non-Solicitation/Non-Compete. Executive hereby covenants and agrees that, for a period of one two (12) year years following his termination of employment with the Bank Employer pursuant to which Executive is receiving severance benefits under this Agreement (other than a termination of employment following a Change in Control)) or for one (1) year following termination for Cause or Executive’s voluntary termination under Section 6(e) hereof, Executive he shall not, without the written consent of the BankEmployer, either directly or indirectly: (i) solicit, offer employment to, or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any officer or employee of the BankEmployer, or any of its respective subsidiaries or affiliates, to terminate his employment and accept employment or become affiliated with, or provide services for compensation in any capacity whatsoever to, any business whatsoever that competes with the business of the BankEmployer, or any of their direct or indirect subsidiaries or affiliates, that has headquarters or offices within 25 twenty-five (25) miles of any location(s) in which the Bank Employer has business offices operations or has filed an application for regulatory approval to establish an office (the “Restricted Territory”)office; (ii) become an officer, employee, consultant, director, independent contractor, agent, joint venturer, partner or trustee of any savings bank, savings and loan association, savings and loan holding company, credit union, bank or bank holding company, insurance company or agency, any mortgage or loan broker or any other entity that competes with the business of the Bank Employer or any of their direct or indirect subsidiaries or affiliates, that: (i) has a headquarters within twenty-five (25) miles of any location(s) in which the Restricted Territory Employer has business operations or has filed an application for regulatory approval to establish an office or (ii) has one or more offices, but is not headquartered, within the Restricted Territory, but in the latter case, only if Executive would be employed, conduct business or have other responsibilities or duties within the Restricted Territory; or (iii) solicit, provide any information, advice or recommendation or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any customer of the Bank Employer to terminate an existing business or commercial relationship with the BankEmployer.

Non-Solicitation/Non-Compete. Executive hereby covenants and agrees that, for a period of one two (12) year years following his termination of employment with the Bank Association (other than a termination of employment following a Change in Control), Executive he shall not, without the written consent of the BankAssociation, either directly or indirectly: (i) solicit, offer employment to, or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any officer or employee of the BankAssociation, or of any holding company of the Association, or any of its their respective subsidiaries or affiliates, to terminate his or her employment and accept employment or become affiliated with, or provide services for compensation in any capacity whatsoever to, any business whatsoever that competes with the business of the BankAssociation, or of any holding company of the Association, or any of their direct or indirect subsidiaries or affiliates, that has headquarters or offices within 25 twenty-five (25) miles of any location(s) in which the Bank Association, or any holding company of the Association, has business offices operations or has filed an application for regulatory approval to establish an office (the “Restricted Territory”)office; (ii) become an officer, employee, consultant, director, independent contractor, agent, joint venturer, partner or trustee of any savings bank, savings and loan association, savings and loan holding company, credit union, bank or bank holding company, insurance company or agency, any mortgage or loan broker or any other entity that competes with the business of the Bank Association, or any holding company of the Association, or any of their direct or indirect subsidiaries or affiliates, affiliates that: (i) has a headquarters within twenty-five (25) miles of any location(s) in which the Association, or any holding company of the Association, has business operations or has filed an application for regulatory approval to establish an office (the “Restricted Territory Territory”) or (ii) has one or more offices, but is not headquartered, within the Restricted Territory, but in the latter case, only if Executive would be employed, conduct business or have other responsibilities or duties within the Restricted Territory; or (iii) solicit, provide any information, advice or recommendation or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any customer of the Bank Association to terminate an existing business or commercial relationship with the BankAssociation.

Non-Solicitation/Non-Compete. Executive hereby covenants and agrees that, if his employment with the Bank is terminated under Sections 6(b) - (e) of this Agreement, for a period of one (1) year following his termination of employment with the Bank (other than a termination of employment following a Change in Control), Executive he shall not, without the written consent of the Bank, either directly or indirectly: (i) solicit, offer employment to, or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any officer or employee of the Bank, or any of its respective subsidiaries or affiliates, to terminate his employment and accept employment or become affiliated with, or provide services for compensation in any capacity whatsoever to, any business whatsoever that which competes with the business of the Bank, or any of their its direct or indirect subsidiaries or affiliates, that which has headquarters or offices within 25 officeswithin twenty-five (25) miles of any location(s) in which the Bank has business offices operations or has filed an application for regulatory approval to establish an office (the “Restricted Territory”)business operations; (ii) become an officer, employee, consultant, director, independent contractor, agent, joint venturer, partner or trustee of any savings bank, savings and loan association, savings and loan holding company, credit union, bank or bank holding company, insurance company or agency, any mortgage or loan broker or any other entity that competes with the business of the Bank or any of their its direct or indirect subsidiaries or affiliates, thatwhich: (i) has a headquarters within twenty-five (25) miles of any location(s) in which the Bank has business operations or has filed an application for regulatory approval to establish business operations (the “Restricted Territory Territory”); or (ii) has one or more offices, but is not headquartered, within the Restricted Territory, but in the latter case, only if Executive would be employed, conduct business or have other responsibilities or duties within the Restricted Territory; or, (iii) solicit, provide any information, advice or recommendation recommendation, or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any customer of the Bank to terminate an existing business or commercial relationship with the Bank.

Non-Solicitation/Non-Compete. Executive hereby covenants and agrees that, if his employment with the Bank is terminated under Sections 6(b) - (e) of this Agreement, for a period of one (1) year following his termination of employment with the Bank (other than a termination of employment following a Change in Control), Executive he shall not, without the written consent of the Bank, either directly or indirectly: (i) solicit, offer employment to, or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any officer or employee of the Bank, or any of its respective subsidiaries or affiliates, to terminate his employment and accept employment or become affiliated with, or provide services for compensation in any capacity whatsoever to, any business whatsoever that which competes with the business of the Bank, or any of their its direct or indirect subsidiaries or affiliates, that which has headquarters or offices within 25 twenty-five (25) miles of any location(s) in which the Bank has business offices operations or has filed an application for regulatory approval to establish an office (the “Restricted Territory”)business operations; (ii) become an officer, employee, consultant, director, independent contractor, agent, joint venturer, partner or trustee of any savings bank, savings and loan association, savings and loan holding company, credit union, bank or bank holding company, insurance company or agency, any mortgage or loan broker or any other entity that competes with the business of the Bank or any of their its direct or indirect subsidiaries or affiliates, thatwhich: (i) has a headquarters within twenty-five (25) miles of any location(s) in which the Bank has business operations or has filed an application for regulatory approval to establish business operations (the "Restricted Territory Territory"); or (ii) has one or more offices, but is not headquartered, within the Restricted Territory, but in the latter case, only if Executive would be employed, conduct business or have other responsibilities or duties within the Restricted Territory; or, (iii) solicit, provide any information, advice or recommendation recommendation, or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any customer of the Bank to terminate an existing business or commercial relationship with the Bank.

Non-Solicitation/Non-Compete. Executive hereby covenants and agrees that, for a period of one two (12) year years following his termination of employment with the Bank (other than a termination of employment following a Change in Control), Executive he shall not, without the written consent of the Bank, either directly or indirectly: (i) solicit, offer employment to, or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any officer or employee of the Bank, or of any holding company of the Bank, or any of its their respective subsidiaries or affiliates, to terminate his or her employment and accept employment or become affiliated with, or provide services for compensation in any capacity whatsoever to, any business whatsoever that competes with the business of the Bank, or of any holding company of the Bank, or any of their direct or indirect subsidiaries or affiliates, that has headquarters or offices within 25 twenty-five (25) miles of any location(s) in which the Bank Bank, or any holding company of the Bank, has business offices operations or has filed an application for regulatory approval to establish an office (the “Restricted Territory”)office; (ii) become an officer, employee, shareholder (except Executive shall be permitted to own non-voting preferred stock or up to 5% of the outstanding common stock of any entity if such common stock is publicly traded), consultant, director, independent contractor, agent, joint venturer, partner or trustee of any savings bank, savings and loan association, savings and loan holding company, credit union, bank or bank holding company, insurance company or agency, any mortgage or loan broker or any other entity that competes with the business of the Bank Bank, or any holding company of the Bank, or any of their direct or indirect subsidiaries or affiliates, affiliates that: (i) has a headquarters within twenty-five (25) miles of any location(s) in which the Bank, or any holding company of the Bank, has business operations or has filed an application for regulatory approval to establish an office (the “Restricted Territory Territory”) or (ii) has one or more offices, but is not headquartered, within the Restricted Territory, but in the latter case, only if Executive would be employed, conduct business or have other responsibilities or duties within the Restricted Territory; or (iii) solicit, provide any information, advice or recommendation or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any customer of the Bank or its affiliates to terminate an existing business or commercial relationship with the Bank.

Non-Solicitation/Non-Compete. Executive hereby covenants and agrees that, for a period of one two (12) year years following his termination of employment with the Bank (other than a termination of employment following a Change in Control), Executive he shall not, without the written consent of the Bank, either directly or indirectly: (i) solicit, offer employment to, or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any officer or employee of the Bank, or of any holding company of the Bank, or any of its their respective subsidiaries or affiliates, to terminate his or her employment and accept employment or become affiliated with, or provide services for compensation in any capacity whatsoever to, any business whatsoever that competes with the business of the Bank, or of any holding company of the Bank, or any of their direct or indirect subsidiaries or affiliates, that has headquarters or offices within 25 twenty-five (25) miles of any location(s) in which the Bank Bank, or any holding company of the Bank, has business offices operations or has filed an application for regulatory approval to establish an office (the “Restricted Territory”)office; (ii) become an officer, employee, consultant, director, independent contractor, agent, joint venturer, partner or trustee of any savings bank, savings and loan association, savings and loan holding company, credit union, bank or bank holding company, insurance company or agency, any mortgage or loan broker or any other entity that competes with the business of the Bank Bank, or any holding company of the Bank, or any of their direct or indirect subsidiaries or affiliates, affiliates that: (i) has a headquarters within twenty-five (25) miles of any location(s) in which the Bank, or any holding company of the Bank, has business operations or has filed an application for regulatory approval to establish an office (the “Restricted Territory Territory”) or (ii) has one or more offices, but is not headquartered, within the Restricted Territory, but in the latter case, only if Executive would be employed, conduct business or have other responsibilities or duties within the Restricted Territory; or (iii) solicit, provide any information, advice or recommendation or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any customer of the Bank or its affiliates to terminate an existing business or commercial relationship with the BankBank or its affiliates or transfer some or all of such customer’s business or relationships with the Bank or its affiliates.

Non-Solicitation/Non-Compete. (i) Executive hereby covenants and agrees that, for a period of one during the “Restricted Period” and except as provided in clause (1ii) year following his termination of employment with the Bank (other than a termination of employment following a Change in Control)below, Executive shall not, without the written consent of the BankFLIC, either directly or indirectly: (iA) solicit, offer employment to, or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any officer or employee of the BankFLIC, or any of its respective subsidiaries or affiliates, to terminate his or her employment and with FLIC and/or accept employment or become affiliated with, or provide services for compensation in any capacity whatsoever to, any business whatsoever that competes with the business of the Bank, or any of their direct or indirect subsidiaries or affiliates, that has headquarters or offices within 25 miles of any location(s) in which the Bank has business offices or has filed an application for regulatory approval to establish an office (the “Restricted Territory”);another employer; or (iiB) become an officer, employee, consultant, director, independent contractor, agent, joint venturer, partner or trustee of any savings bank, savings and loan association, savings and loan holding company, commercial bank, credit union, bank or bank holding company, insurance company or agency, any mortgage or loan broker or any other entity (excluding not-for-profit entities other than credit unions) that competes with the business of the Bank FLIC or any of their direct or indirect subsidiaries or affiliates, that: (i) or that has a headquarters within the Restricted Territory headquarters, or (ii) has one or more offices, but is not headquarteredwithin New York City or in the Counties of Nassau or Suffolk, within New York (the “Restricted Territory, but in the latter case, only if Executive would be employed, conduct business or have other responsibilities or duties within the Restricted Territory”); or (iiiC) solicit, provide any information, advice or recommendation or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any customer of the Bank FLIC to terminate an existing business or commercial relationship with FLIC. (ii) The restrictions contained in Section 6(a)(i)(B) above shall not apply in the Bankevent of a Termination for Cause, or in the event of a termination of employment following a Change in Control. (iii) For purposes of this paragraph (a), the “Restricted Period” shall be a period of two (2) years following Executive’s termination of employment with FLIC, except that the Restricted Period shall be one (1) year following the date of the Annual Meeting of the Company’s stockholders following Executive’s termination of employment with respect to Executive’s becoming a director or trustee of any savings bank, savings and loan association, savings and loan holding company, commercial bank, credit union, bank or bank holding company.

Non-Solicitation/Non-Compete. Executive hereby covenants and agrees that, for a period of one (1) year following his termination of employment with the Bank (other than a termination of employment following a Change in Control), Executive shall not, without the written consent of the Bank, either directly or indirectly: : (i) solicit, offer employment to, or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any officer or employee of the Bank, or any of its respective subsidiaries or affiliates, to terminate his or her employment and accept employment or become affiliated with, or provide services for compensation in any capacity whatsoever to, any business whatsoever that competes with the business of the Bank, or any of their direct or indirect subsidiaries or affiliates, that has headquarters or offices within 25 within25 miles of any location(s) in which the Bank has business offices operations or has filed an application for regulatory approval to establish an office (the “Restricted Territory”); office; (ii) become an officer, employee, consultant, director, independent contractor, agent, joint venturer, partner or trustee of any savings bank, savings and loan association, savings and loan holding company, credit union, bank or bank holding company, insurance company or agency, any mortgage or loan broker or any other entity that competes with the business of the Bank or any of their direct or indirect subsidiaries or affiliates, that: (iA) has a headquarters within 25 miles of the Bank’s headquarters (the “Restricted Territory Territory”), or (iiB) has one or more offices, but is not headquartered, within the Restricted Territory, but in the latter caselattercase, only if Executive would be employed, conduct business or have other responsibilities or duties within the Restricted Territory; or or (iii) solicit, provide any information, advice or recommendation or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any customer of the Bank to terminate an existing business or commercial relationship with relationshipwith the Bank.

Non-Solicitation/Non-Compete. Executive hereby covenants and agrees that, for a period of one (1) year following his termination of employment with that during the Bank (other than a termination of employment following a Change in Control), “Restricted Period,” Executive shall not, without the written consent of the Bank, either directly or indirectly: (i) solicit, offer employment to, or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any officer or employee of the Bank, or any of its respective subsidiaries or affiliates, to terminate his employment and accept employment or become affiliated with, or provide services for compensation in any capacity whatsoever to, any business whatsoever that competes with the business of the Bank, or any of their direct or indirect subsidiaries or affiliates, that has headquarters or offices within 25 miles of any location(s) in which the Bank has business offices or has filed an application for regulatory approval to establish an office (the “Restricted Territory”); (ii) become an officer, employee, consultant, director, independent contractor, agent, joint venturer, partner or trustee of any savings bank, savings and loan association, savings and loan holding company, credit union, bank or bank holding company, insurance company or agency, any mortgage or loan broker or any other entity that competes with the business of the Bank or any of their direct or indirect subsidiaries or affiliates, that: (i) has a headquarters within the Restricted Territory or (ii) has one or more offices, but is not headquartered, within the Restricted Territory, but in the latter case, only if Executive would be employed, conduct business or have other responsibilities or duties within the Restricted Territory; or (iii) solicit, provide any information, advice or recommendation or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any customer of the Bank to terminate an existing business or commercial relationship with the Bank. The restrictions contained in this Section 6(a) shall not apply in the event of Executive’s termination of employment on or after the effective time of a Change in Control. For purposes of this Section 6(a), the “Restricted Period” will be: (i) at all times during Executive’s period of employment with the Bank; and (ii) except as provided above, during the period beginning on Executive’s Date of Termination and ending on the one-year anniversary of the Date of Termination.

Non-Solicitation/Non-Compete. Executive hereby covenants and agrees that, for a period of one (1) year following his her termination of employment with the Bank (other than a termination of employment following a Change in Control), Executive shall not, without the written consent of the Bank, either directly or indirectly: (i) solicit, offer employment to, or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any officer or employee of the Bank, or any of its respective subsidiaries or affiliates, to terminate his her employment and accept employment or become affiliated with, or provide services for compensation in any capacity whatsoever to, any business whatsoever that competes with the business of the Bank, or any of their direct or indirect subsidiaries or affiliates, that has headquarters or offices within 25 twenty-five (25) miles of any location(s) in which the Bank has business offices operations or has filed an application for regulatory approval to establish an office (the “Restricted Territory”); (ii) become an officer, employee, consultant, director, independent contractor, agent, joint venturer, partner or trustee of any savings bank, savings and loan association, savings and loan holding company, commercial bank, credit union, bank or bank holding company, insurance company or agency, any mortgage or loan broker or any other entity that competes with the business of the Bank or any of their direct or indirect subsidiaries or affiliates, that: (i) has a headquarters within the Restricted Territory or (ii) has one or more offices, but is not headquartered, within the Restricted Territory, but in the latter case, only if Executive would be employed, conduct business or have other responsibilities or duties within the Restricted Territory; or (iii) solicit, provide any information, advice or recommendation or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any customer of the Bank to terminate an existing business or commercial relationship with the Bank.

Non-Solicitation/Non-Compete. Executive hereby covenants and agrees that, for a period of one (1) year following his termination of employment with that during the Bank (other than a termination of employment following a Change in Control), “Restricted Period,” Executive shall not, without the written consent of the Bank, either directly or indirectly: (i) solicit, offer employment to, or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any officer or employee of the Bank, or any of its respective subsidiaries or affiliates, to terminate his or her employment and with the Bank and/or accept employment or become affiliated with, or provide services for compensation in any capacity whatsoever to, any business whatsoever that competes with the business of the Bank, or any of their direct or indirect subsidiaries or affiliates, that has headquarters or offices within 25 miles of any location(s) in which the Bank has business offices or has filed an application for regulatory approval to establish an office (the “Restricted Territory”);another employer; or (ii) become an officerown or hold any proprietary interest in, employee, consultant, director, independent contractor, agent, joint venturer, partner or trustee of any savings bank, savings and loan association, savings and loan holding company, credit union, bank be employed by or bank holding company, insurance company or agencyreceive remuneration from, any mortgage corporation, partnership, sole proprietorship or loan broker or any other entity that competes (collectively, an “entity”) “engaged in competition” (as defined below) with the business of the Bank or any of their its subsidiaries. For purposes of the preceding sentence, (i) the term “proprietary interest” means direct or indirect subsidiaries or affiliatesownership of an equity interest in an entity other than ownership of less than 2 percent of any class stock in a publicly-held entity, that: (i) has a headquarters within the Restricted Territory or and (ii) has one an entity shall be considered to be “engaged in competition” if such entity is, or more offices, but is not headquartered, within the Restricted Territory, but a holding company for or a subsidiary of an entity which is engaged in the latter casebusiness of (A) providing banking, only if Executive would be employedtrust services, conduct asset management advice, or similar financial services to consumers, businesses individuals or other entities, and (B) the entity, holding company or subsidiary maintains any physical offices for the transaction of such business located within 50 miles of the main office of the Bank; provided, however, that this Section 6(a)(ii) will not prohibit or otherwise restrict Executive’s ability, or the ability of any entity controlled by Executive, to become an investor or a fund manager (or have any type of employment or consulting relationship, including a full-time senior level employee position) with any hedge fund, investment partnership, investment corporation or any other responsibilities or duties within collective investment vehicle that is engaged primarily in the Restricted Territorypurchase and/or sale of securities (a “Hedge Fund”), even if such Hedge Fund has an ownership interest in a Business; or (iii) solicitcall upon any person or entity which is or has been within 24 months prior to the termination or other cessation of Executive’s employment for any reason, provide any information, advice or recommendation or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any customer of the Bank or any subsidiary (each a “Customer”) for the direct or indirect purpose of soliciting or selling deposit, loan or trust products or services or induce any Customer to terminate an existing curtail, cancel, not renew, or not continue their business with the Bank or commercial relationship any subsidiary or affiliate. The restrictions contained in this Section 6(a) shall not apply in the event of Executive’s termination of employment on or after the effective time of a Change in Control. For purposes of this Section 6(a), the “Restricted Period” will be: (i) at all times during Executive’s period of employment with the Bank.; and (ii) except as provided above, during the period beginning on Executive’s Date of Termination and ending on the one-year anniversary of the Date of Termination

Non-Solicitation/Non-Compete. Executive hereby covenants and agrees that, if his employment with the Bank is terminated under Sections 6(b), (c) and/or (f) of this Agreement, for a period of one (1) year following his termination of employment with the Bank (other than a termination of employment following a Change in Control), Executive he shall not, without the written consent of the Bank, either directly or indirectly: (i) solicit, offer employment to, or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any officer or employee of the Bank, or any of its respective subsidiaries or affiliates, to terminate his employment and accept employment or become affiliated with, or provide services for compensation in any capacity whatsoever to, any business whatsoever that which competes with the business of the Bank, or any of their its direct or indirect subsidiaries or affiliates, that ,which has headquarters or offices within 25 officeswithin twenty-five (25) miles of any location(s) in which the Bank has business offices operations or has filed an application for regulatory approval to establish an office (the “Restricted Territory”)business operations; (ii) become an officer, employee, consultant, director, independent contractor, agent, joint venturer, partner or trustee of any savings bank, savings and loan association, savings and loan holding company, credit union, bank or bank holding company, insurance company or agency, any mortgage or loan broker or any other entity that competes with the business of the Bank or Bankor any of their its direct or indirect subsidiaries or affiliates, thatwhich: (i) has a headquarters within twenty-five (25) miles of any location(s) in which the Bank has business operations or has filed an application for regulatory approval to establish business operations (the “Restricted Territory Territory”); or (ii) has one or more offices, but is not headquartered, within the Restricted Territory, but in the latter case, only if Executive would be employed, conduct business or have other responsibilities or duties within the Restricted Territory; or, (iii) solicit, provide any information, advice or recommendation recommendation, or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any customer of the Bank to terminate an existing business or commercial relationship with the Bank.

Non-Solicitation/Non-Compete. Executive hereby covenants and agrees that, if his employment with the Bank is terminated under Sections 6(b) - (d) of this Agreement, for a period of one (1) year following his termination of employment with the Bank (other than a termination of employment following a Change in Control), Executive he shall not, without the written consent of the Bank, either directly or indirectly: (i) solicit, offer employment to, or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any officer or employee of the Bank, or any of its respective subsidiaries or affiliates, to terminate his employment and accept employment or become affiliated with, or provide services for compensation in any capacity whatsoever to, any business whatsoever that which competes with the business of the Bank, or any of their its direct or indirect subsidiaries or affiliates, that ,which has headquarters or offices within 25 officeswithin twenty-five (25) miles of any location(s) in which the Bank has business offices operations or has filed an application for regulatory approval to establish an office (the “Restricted Territory”)business operations; (ii) become an officer, employee, consultant, director, independent contractor, agent, joint venturer, partner or trustee of any savings bank, savings and loan association, savings and loan holding company, credit union, bank or bank holding company, insurance company or agency, any mortgage or loan broker or any other entity that competes with the business of the Bank or Bankor any of their its direct or indirect subsidiaries or affiliates, thatwhich: (i) has a headquarters within twenty-five (25) miles of any location(s) in which the Bank has business operations or has filed an application for regulatory approval to establish business operations (the “Restricted Territory Territory”); or (ii) has one or more offices, but is not headquartered, within the Restricted Territory, but in the latter case, only if Executive would be employed, conduct business or have other responsibilities or duties within the Restricted Territory; or, (iii) solicit, provide any information, advice or recommendation recommendation, or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any customer of the Bank to terminate an existing business or commercial relationship with the Bank.

Non-Solicitation/Non-Compete. Upon any termination of Executive’s employment hereunder pursuant to Sections 5(e) or 5(f) of this Agreement (other than following a Change in Control), Executive hereby covenants and agrees thatthat he shall not, either directly or indirectly, take any of the following actions, absent the written consent of the Company, for a period of one (1) year following his such termination; provided, however, that the restrictions set forth in Section 8(c)(iii) below shall apply for a six (6) month period following such termination of employment with during the Bank (other than a termination of employment following a Change in Control), Executive shall not, without the written consent of the Bank, either directly or indirectlyRenewal Term: (i) solicit, offer employment to, or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any officer or employee of the Company or the Bank, or any of its their respective subsidiaries or affiliates, to terminate his or her employment and accept employment or become affiliated with, or provide services for compensation in any capacity whatsoever to, any business whatsoever that competes with the business of the Bank, or any of their direct or indirect subsidiaries or affiliates, that has headquarters or offices within 25 miles of any location(s) in which the Bank has business offices or has filed an application for regulatory approval to establish an office (the “Restricted Territory”)whatsoever; (ii) become an officer, employee, consultant, director, independent contractor, agent, joint venturer, partner or trustee of any savings bank, savings and loan association, savings and loan holding company, credit union, bank or bank holding company, insurance company or agency, any mortgage or loan broker or any other entity that competes with the business of the Bank or any of their direct or indirect subsidiaries or affiliates, that: (i) has a headquarters within the Restricted Territory or (ii) has one or more offices, but is not headquartered, within the Restricted Territory, but in the latter case, only if Executive would be employed, conduct business or have other responsibilities or duties within the Restricted Territory; or (iii) solicit, provide any information, advice or recommendation or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any customer of the Company or the Bank, or any subsidiary or affiliate of the Company or the Bank to terminate an existing business or commercial relationship with the Company, the Bank or any subsidiary or affiliate of the Company or the Bank; or (iii) become an officer, employee, consultant, director, independent contractor, agent, joint venturer, partner, shareholder or trustee of any savings bank, savings and loan association, savings and loan holding company, credit union, bank or bank holding company, insurance company or agency, any mortgage or loan broker, wealth management or trust company, or any other entity that competes with the business of the Company or the Bank, or any of their direct or indirect subsidiaries or affiliates that has a headquarters or offices in any county in which the Company or the Bank has an office or has filed an application for regulatory approval to establish an office (the “Restricted Territory”). Notwithstanding anything to the contrary herein, Executive shall not be prohibited from owning up to one percent of the outstanding equity securities of a corporation that is publicly traded on a national securities exchange or in the over-the-counter market so long as Executive, other than with respect to such ownership, shall not engage in any activity with such person that otherwise would violate this Section 8(c).

Non-Solicitation/Non-Compete. Executive hereby covenants and agrees that, if his employment with the Bank is terminated under Sections 6(b) - (e) of this Agreement, for a period of one (1) year following his termination of employment with the Bank (other than a termination of employment following a Change in Control), Executive he shall not, without the written consent of the Bank, either directly or indirectly: (i) solicit, offer employment to, or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any officer or employee of the Bank, or any of its respective subsidiaries or affiliates, to terminate his employment and accept employment or become affiliated with, or provide services for compensation in any capacity whatsoever to, any business whatsoever that which competes with the business of the Bank, or any of their its direct or indirect subsidiaries or affiliates, that ,which has headquarters or offices within 25 officeswithin twenty-five (25) miles of any location(s) in which the Bank has business offices operations or has filed an application for regulatory approval to establish an office (the “Restricted Territory”)business operations; (ii) become an officer, employee, consultant, director, independent contractor, agent, joint venturer, partner or trustee of any savings bank, savings and loan association, savings and loan holding company, credit union, bank or bank holding company, insurance company or agency, any mortgage or loan broker or any other entity that competes with the business of the Bank or Bankor any of their its direct or indirect subsidiaries or affiliates, thatwhich: (i) has a headquarters within twenty-five (25) miles of any location(s) in which the Bank has business operations or has filed an application for regulatory approval to establish business operations (the “Restricted Territory Territory”); or (ii) has one or more offices, but is not headquartered, within the Restricted Territory, but in the latter case, only if Executive would be employed, conduct business or have other responsibilities or duties within the Restricted Territory; or, (iii) solicit, provide any information, advice or recommendation recommendation, or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any customer of the Bank to terminate an existing business or commercial relationship with the Bank.

Non-Solicitation/Non-Compete. Executive hereby covenants and agrees that, if his employment with the Bank is terminated under Sections 6(b) - (e) of this Agreement, for a period of one (1) year following his termination of employment with the Bank (other than a termination of employment following a Change in Control), Executive he shall not, without the written consent of the Bank, either directly or indirectly: (i) solicit, offer employment to, or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any officer or employee of the Bank, or any of its respective subsidiaries or affiliates, to terminate his employment and accept employment or become affiliated with, or provide services for compensation in any capacity whatsoever to, any business whatsoever that which competes with the business of the Bank, or any of their its direct or indirect subsidiaries or affiliates, that ,which has headquarters or offices within 25 twenty-five (25) miles of any location(s) in which the Bank has business offices operations or has filed an application for regulatory approval to establish an office (the “Restricted Territory”)business operations; (ii) become an officer, employee, consultant, director, independent contractor, agent, joint venturer, partner or trustee of any savings bank, savings and loan association, savings and loan holding company, credit union, bank or bank holding company, insurance company or agency, any mortgage or loan broker or any other entity that competes with the business of the Bank or any of their its direct or indirect subsidiaries or affiliates, thatwhich: (i) has a headquarters within twenty-five (25) miles of any location(s) in which the Bank has business operations or has filed an application for regulatory approval to establish business operations (the "Restricted Territory Territory"); or (ii) has one or more offices, but is not headquartered, within the Restricted Territory, but in the latter case, only if Executive would be employed, conduct business or have other responsibilities or duties within the Restricted Territory; or, (iii) solicit, provide any information, advice or recommendation recommendation, or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any customer of the Bank to terminate an existing business or commercial relationship with the Bank.

Non-Solicitation/Non-Compete. Executive hereby covenants and agrees that, for a period of one (1) year following his termination of employment with that during the Bank (other than a termination of employment following a Change in Control), “Restricted Period,” Executive shall not, without the written consent of the Bank, either directly or indirectly: (i) solicit, offer employment to, or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any officer or employee of the Bank, or any of its respective subsidiaries or affiliates, to terminate his or her employment and with the Bank and/or accept employment or become affiliated with, or provide services for compensation in any capacity whatsoever to, any business whatsoever that competes with the business of the Bank, or any of their direct or indirect subsidiaries or affiliates, that has headquarters or offices within 25 miles of any location(s) in which the Bank has business offices or has filed an application for regulatory approval to establish an office (the “Restricted Territory”);another employer; or (ii) become an officerown or hold any proprietary interest in, employee, consultant, director, independent contractor, agent, joint venturer, partner or trustee of any savings bank, savings and loan association, savings and loan holding company, credit union, bank be employed by or bank holding company, insurance company or agencyreceive remuneration from, any mortgage corporation, partnership, sole proprietorship or loan broker or any other entity that competes (collectively, an “entity”) “engaged in competition” (as defined below) with the business of the Bank or any of their its subsidiaries. For purposes of the preceding sentence, (i) the term “proprietary interest” means direct or indirect subsidiaries or affiliatesownership of an equity interest in an entity other than ownership of less than 2 percent of any class stock in a publicly-held entity, that: (i) has a headquarters within the Restricted Territory or and (ii) has one an entity shall be considered to be “engaged in competition” if such entity is, or more offices, but is not headquartered, within the Restricted Territory, but a holding company for or a subsidiary of an entity which is engaged in the latter casebusiness of (A) providing banking, only if Executive would be employedtrust services, conduct asset management advice, or similar financial services to consumers, businesses individuals or other entities, and (B) the entity, holding company or subsidiary maintains any physical offices for the transaction of such business located within 50 miles of the main office of the Bank; provided, however, that this Section 6(a)(ii) will not prohibit or otherwise restrict Executive’s ability, or the ability of any entity controlled by Executive, to become an investor or a fund manager (or have any type of employment or consulting relationship, including a full-time senior level employee position) with any hedge fund, investment partnership, investment corporation or any other responsibilities or duties within collective investment vehicle that is engaged primarily in the Restricted Territorypurchase and/or sale of securities (a “Hedge Fund”), even if such Hedge Fund has an ownership interest in a Business; or (iii) solicitcall upon any person or entity which is or has been within 24 months prior to the termination or other cessation of Executive’s employment for any reason, provide any information, advice or recommendation or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any customer of the Bank or any subsidiary (each a “Customer”) for the direct or indirect purpose of soliciting or selling deposit, loan or trust products or services or induce any Customer to terminate an existing curtail, cancel, not renew, or not continue their business with the Bank or commercial relationship any subsidiary or affiliate. The restrictions contained in this Section 6(a) shall not apply in the event of Executive’s termination of employment on or after the effective time of a Change in Control. For purposes of this Section 6(a), the “Restricted Period” will be: (i) at all times during Executive’s period of employment with the Bank.; and (ii) except as provided above, during the period beginning on Executive’s Date of Termination and ending on the one-year anniversary of the Date of Termination

Non-Solicitation/Non-Compete. Executive hereby covenants and agrees that, for a period of one two (12) year years following his termination of employment with the Bank Employer pursuant to which Executive is receiving severance benefits under this Agreement (other than a termination of employment following a Change in Control)) or for one (1) year following termination for Cause or Executive’s voluntary termination under Section 6(e) hereof, Executive he shall not, without the written consent of the BankEmployer, either directly or indirectly: (i) solicit, offer employment to, or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any officer or employee of the Bank, Employer or any of its respective subsidiaries or affiliates, to terminate his employment and accept employment or become affiliated with, or provide services for compensation in any capacity whatsoever to, any business whatsoever that competes with the business of the BankEmployer, or any of their direct or indirect subsidiaries or affiliates, that has headquarters or offices within 25 twenty-five (25) miles of any location(s) in which the Bank Employer has business offices operations or has filed an application for regulatory approval to establish an office (the “Restricted Territory”)office; (ii) become an officer, employee, consultant, director, independent contractor, agent, joint venturer, partner or trustee of any savings bank, savings and loan association, savings and loan holding company, credit union, bank or bank holding company, insurance company or agency, any mortgage or loan broker or any other entity that competes with the business of the Bank Employer or any of their direct or indirect subsidiaries or affiliates, thatthat : (i) has a headquarters within twenty-five (25) miles of any location(s) in which the Employer has business operations or has filed an application for regulatory approval to establish an office (the “Restricted Territory Territory”) or (ii) has one or more offices, but is not headquartered, within the Restricted Territory, but in the latter case, only if Executive would be employed, conduct business or have other responsibilities or duties within the Restricted Territory; or (iii) solicit, provide any information, advice or recommendation or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any customer of the Bank Employer to terminate an existing business or commercial relationship with the BankEmployer.

Non-Solicitation/Non-Compete. Executive hereby covenants and agrees that, for a period of one (1) year following his her termination of employment with the Bank (other than a termination of employment following a Change in Control), Executive shall not, without the written consent of the Bank, either directly or indirectly: (i) solicit, offer employment to, or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any officer or employee of the Bank, or any of its respective subsidiaries or affiliates, to terminate his her or her employment and accept employment or become affiliated with, or provide services for compensation in any capacity whatsoever to, any business whatsoever that competes with the business of the Bank, or any of their direct or indirect subsidiaries or affiliates, that has headquarters or offices within 25 miles of any location(s) in which the Bank has business offices operations or has filed an application for regulatory approval to establish an office (the “Restricted Territory”)office; (ii) become an officer, employee, consultant, director, independent contractor, agent, joint venturer, partner or trustee of any savings bank, savings and loan association, savings and loan holding company, credit union, bank or bank holding company, insurance company or agency, any mortgage or loan broker or any other entity that competes with the business of the Bank or any of their direct or indirect subsidiaries or affiliates, that: (iA) has a headquarters within 25 miles of the Bank’s headquarters (the “Restricted Territory Territory”), or (iiB) has one or more offices, but is not headquartered, within the Restricted Territory, but in the latter case, only if Executive would be employed, conduct business or have other responsibilities or duties within the Restricted Territory; or (iii) solicit, provide any information, advice or recommendation or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any customer of the Bank to terminate an existing business or commercial relationship with the Bank.

Non-Solicitation/Non-Compete. Executive hereby covenants and agrees that, for a period of one (1) year following his her termination of employment with the Bank Company (other than a termination of employment following a Change in Control), Executive shall not, without the written consent of the BankCompany, either directly or indirectly: (i) solicit, offer employment to, or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any officer or employee of the BankCompany, or any of its respective subsidiaries or affiliates, to terminate his her employment and accept employment or become affiliated with, or provide services for compensation in any capacity whatsoever to, any business whatsoever that competes with the business of the BankCompany, or any of their direct or indirect subsidiaries or affiliates, that has headquarters or offices within 25 twenty-five (25) miles of any location(s) in which the Bank Company has business offices operations or has filed an application for regulatory approval to establish an office (the “Restricted Territory”); (ii) become an officer, employee, consultant, director, independent contractor, agent, joint venturer, partner or trustee of any savings bankCompany, savings and loan association, savings and loan holding company, credit union, bank Company or bank Company holding company, insurance company or agency, any mortgage or loan broker or any other entity that competes with the business of the Bank Company or any of their direct or indirect subsidiaries or affiliates, that: (i) has a headquarters within the Restricted Territory or (ii) has one or more offices, but is not headquartered, within the Restricted Territory, but in the latter case, only if Executive would be employed, conduct business or have other responsibilities or duties within the Restricted Territory; or (iii) solicit, provide any information, advice or recommendation or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any customer of the Bank Company to terminate an existing business or commercial relationship with the BankCompany.

Non-Solicitation/Non-Compete. Executive hereby covenants and agrees that, if her employment with the Bank is terminated under Sections 6(b) - (e) of this Agreement, for a period of one (1) year following his her termination of employment with the Bank (other than a termination of employment following a Change in Control), Executive she shall not, without the written consent of the Bank, either directly or indirectly: (i) solicit, offer employment to, or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any officer or employee of the Bank, or any of its respective subsidiaries or affiliates, to terminate his her employment and accept employment or become affiliated with, or provide services for compensation in any capacity whatsoever to, any business whatsoever that which competes with the business of the Bank, or any of their its direct or indirect subsidiaries or affiliates, that which has headquarters or offices within 25 twenty-five (25) miles of any location(s) in which the Bank has business offices operations or has filed an application for regulatory approval to establish an office (the “Restricted Territory”)business operations; (ii) become an officer, employee, consultant, director, independent contractor, agent, joint venturer, partner or trustee of any savings bank, savings and loan association, savings and loan holding company, credit union, bank or bank holding company, insurance company or agency, any mortgage or loan broker or any other entity that competes with the business of the Bank or any of their its direct or indirect subsidiaries or affiliates, thatwhich: (i) has a headquarters within twenty-five (25) miles of any location(s) in which the Bank has business operations or has filed an application for regulatory approval to establish business operations (the "Restricted Territory Territory"); or (ii) has one or more offices, but is not headquartered, within the Restricted Territory, but in the latter case, only if Executive would be employed, conduct business or have other responsibilities or duties within the Restricted Territory; or, (iii) solicit, provide any information, advice or recommendation recommendation, or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any customer of the Bank to terminate an existing business or commercial relationship with the Bank.

Non-Solicitation/Non-Compete. Executive hereby covenants and agrees that, for a period of one (1) year following his her termination of employment with the Bank Company (other than a termination of employment following a Change in Control), Executive shall not, without the written consent of the BankCompany, either directly or indirectly: (i) solicit, offer employment to, or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any officer or employee of the BankCompany, or any of its respective subsidiaries or affiliates, to terminate his her employment and accept employment or become affiliated with, or provide services for compensation in any capacity whatsoever to, any business whatsoever that competes with the business of the BankCompany, or any of their direct or indirect subsidiaries or affiliates, that has headquarters or offices within 25 twenty-five (25) miles of any location(s) in which the Bank Company has business offices operations or has filed an application for regulatory approval to establish an office (the “Restricted Territory”); (ii) become an officer, employee, consultant, director, independent contractor, agent, joint venturer, partner or trustee of any savings bank, savings and loan association, savings and loan holding company, commercial bank, credit union, bank or bank holding company, insurance company or agency, any mortgage or loan broker or any other entity that competes with the business of the Bank Company or any of their direct or indirect subsidiaries or affiliates, that: (i) has a headquarters within the Restricted Territory or (ii) has one or more offices, but is not headquartered, within the Restricted Territory, but in the latter case, only if Executive would be employed, conduct business or have other responsibilities or duties within the Restricted Territory; or (iii) solicit, provide any information, advice or recommendation or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any customer of the Bank Company to terminate an existing business or commercial relationship with the BankCompany.

Non-Solicitation/Non-Compete. Executive hereby covenants and agrees that, for a period of one (1) year following his termination of employment with the Bank Employer for any reason (other than a termination of employment following a Change in Control), Executive he shall not, without the written consent of the BankEmployer, either directly or indirectly: (i) solicit, offer employment to, or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any officer or employee of the Bank, Employer or any of its respective subsidiaries or affiliates, to terminate his employment and accept employment or become affiliated with, or provide services for compensation in any capacity whatsoever to, any business whatsoever that competes with the business of the BankEmployer, or any of their direct or indirect subsidiaries or affiliates, that has headquarters or offices within 25 twenty-five (25) miles of any location(s) in which the Bank Employer has business offices operations or has filed an application for regulatory approval to establish an office (the “Restricted Territory”)office; (ii) become an officer, employee, consultant, director, independent contractor, agent, joint venturer, partner or trustee of any savings bank, savings and loan association, savings and loan holding company, credit union, bank or bank holding company, insurance company or agency, any mortgage or loan broker or any other entity that competes with the business of the Bank Employer or any of their direct or indirect subsidiaries or affiliates, that: (i) has a headquarters within twenty-five (25) miles of any location(s) in which the Employer has business operations or has filed an application for regulatory approval to establish an office (the “Restricted Territory Territory”) or (ii) has one or more offices, but is not headquartered, within the Restricted Territory, but in the latter case, only if Executive would be employed, conduct business or have other responsibilities or duties within the Restricted Territory; or (iii) solicit, provide any information, advice or recommendation or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any customer of the Bank Employer to terminate an existing business or commercial relationship with the BankEmployer.

Non-Solicitation/Non-Compete. Executive hereby covenants and agrees that, for a period of one (1) year following his termination of employment with the Bank (other than a termination of employment following a Change in Control), Executive he shall not, without the written consent of the Bank, either directly or indirectly: (i) solicit, offer employment to, or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect ffect of causing any officer or employee of the Bank, or any of its respective espective subsidiaries or affiliates, to terminate his employment and accept employment or become affiliated with, or provide services for compensation in any capacity whatsoever to, any business whatsoever that competes with the business of the Bank, or any of their direct or indirect subsidiaries or affiliates, that has headquarters or offices within 25 twenty-five (25) miles of any location(s) in which the Bank has business offices operations or has filed an application for regulatory approval to establish an office (the “Restricted Territory”)office; (ii) become an officer, employee, consultant, director, independent contractor, agent, joint venturer, partner or trustee of any savings bank, savings and loan association, savings and loan holding company, credit union, bank or bank holding company, insurance company or agency, any mortgage or loan broker or any other entity that competes with the business of the Bank or Bankor any of their direct or indirect subsidiaries or affiliates, that: (i) has a headquarters within twenty-five (25) miles of any location(s) in which the Bank has business operations or has filed an application for regulatory approval to establish an office (the “Restricted Territory Territory”) or (ii) has one or more offices, but is not headquartered, within the Restricted Territory, but in the latter case, only if Executive would be employed, conduct business or have other responsibilities or duties within the Restricted Territory; or (iii) solicit, provide any information, advice or recommendation or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any customer of the Bank to terminate an existing business or commercial relationship with the Bank.

Non-Solicitation/Non-Compete. Upon any termination of Executive’s employment hereunder pursuant to Section 5(d) or 5(e) of this Agreement (other than following a Change in Control), Executive hereby covenants and agrees thatthat he shall not, either directly or indirectly, take any of the following actions, absent the written consent of the Company, for a period of one (1) year following his termination of employment with the Bank (other than a termination of employment following a Change in Control), Executive shall not, without the written consent of the Bank, either directly or indirectlysuch termination: (i) solicit, offer employment to, or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any officer or employee of the Company or the Bank, or any of its their respective subsidiaries or affiliates, to terminate his or her employment and accept employment or become affiliated with, or provide services for compensation in any capacity whatsoever to, any business whatsoever whatsoever; (ii) solicit, provide any information, advice or recommendation or take any other action intended (or that competes with a reasonable person acting in like circumstances would expect) to have the business effect of causing any customer of the Company or the Bank, or any subsidiary or affiliate of their direct the Company or indirect subsidiaries or affiliates, that has headquarters or offices within 25 miles of any location(s) in which the Bank has to terminate an existing business offices or has filed an application for regulatory approval to establish an office (commercial relationship with the “Restricted Territory”);Company, the Bank or any subsidiary or affiliate of the Company or the Bank; or (iiiii) become an officer, employee, consultant, directordirector , independent contractor, agent, joint venturer, partner partner, shareholder or trustee of any savings bank, savings and loan association, savings and loan holding company, credit union, bank or bank holding company, insurance company or agency, any mortgage or loan broker or any other entity that competes with the business of the Bank Company or the Bank, or any of their direct or indirect subsidiaries or affiliates, that: (i) affiliates that has a headquarters within or offices in any county in which the Restricted Territory Company or the Bank has an office or has filed an application for regulatory approval to establish an office (ii) has one or more offices, but is not headquartered, within the “Restricted Territory”). Notwithstanding anything to the contrary herein, but Executive shall not be prohibited from owning up to two percent (2%) of the outstanding equity securities of a corporation that is publicly traded on a national securities exchange or in the latter caseover-the-counter market so long as Executive, only if Executive other than with respect to such ownership, shall not engage in any activity with such person that otherwise would be employed, conduct business or have other responsibilities or duties within the Restricted Territory; or (iii) solicit, provide any information, advice or recommendation or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any customer of the Bank to terminate an existing business or commercial relationship with the Bankviolate this Section 8(c).

Non-Solicitation/Non-Compete. Executive hereby covenants and agrees that, for a period of one (1) year following his termination of employment with the Bank Employer (other than a termination of employment following a Change in Control), Executive he shall not, without the written consent of the BankEmployer, either directly or indirectly: (i) solicit, offer employment to, or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any officer or employee of the BankEmployer, or any of its respective subsidiaries or affiliates, to terminate his employment and accept employment or become affiliated with, or provide services for compensation in any capacity whatsoever to, any business whatsoever that competes with the business of the BankEmployer, or any of their direct or indirect subsidiaries or affiliates, that has headquarters or offices within 25 twenty-five (25) miles of any location(s) in which the Bank Employer has business offices operations or has filed an application for regulatory approval to establish an office (the “Restricted Territory”)office; (ii) become an officer, employee, consultant, director, independent contractor, agent, joint venturer, partner or trustee of any savings bank, savings and loan association, savings and loan holding company, credit union, bank or bank holding company, insurance company or agency, any mortgage or loan broker or any other entity that competes with the business of the Bank Employer or any of their direct or indirect subsidiaries or affiliates, that: that has headquarters or offices within twenty-five (i25) miles of any location(s) in which Employer has a headquarters within the Restricted Territory business operations or (ii) has one or more offices, but is not headquartered, within the Restricted Territory, but in the latter case, only if Executive would be employed, conduct business or have other responsibilities or duties within the Restricted Territoryfiled an application for regulatory approval to establish an office; or (iii) solicit, provide any information, advice or recommendation or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any customer of the Bank Employer to terminate an existing business or commercial relationship with the BankEmployer.

Non-Solicitation/Non-Compete. Executive hereby covenants and agrees that, for a period of one (1) year following his Executive's termination of employment with the Bank Bank, and except as provided in (other than a termination of employment following a Change in Controliv), Executive shall not, without the written consent of the Bank, either directly or indirectly: (i) solicit, offer employment to, or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any officer or employee of the Bank, or any of its respective subsidiaries or affiliates, to terminate his or her employment and accept employment or become affiliated with, or provide services for compensation in any capacity whatsoever to, any business whatsoever that competes with the business of the Bank, or any of their direct or indirect subsidiaries or affiliates, that has headquarters or offices within 25 miles of any location(s) in which the Bank has business offices operations or has filed an application for regulatory approval to establish an office (the “Restricted Territory”)office; (ii) become an officer, employee, consultant, director, independent contractor, agent, joint venturer, partner or trustee of any savings bank, savings and loan association, savings and loan holding company, credit union, bank or bank holding company, insurance company or agency, any mortgage or loan broker or any other entity that competes with the business of the Bank or any of their direct or indirect subsidiaries or affiliates, that: (iA) has a headquarters within 25 miles of the Bank's headquarters (the "Restricted Territory Territory"), or (iiB) has one or more offices, but is not headquartered, within the Restricted Territory, but in the latter case, only if Executive would be employed, conduct business or have other responsibilities or duties within the Restricted Territory; or (iii) solicit, provide any information, advice or recommendation or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any customer of the Bank to terminate an existing business or commercial relationship with the Bank. (iv) The restrictions contained in this Section 6(a) shall not apply in the event of Executive's termination of employment on or after the effective time of a Change in Control.

Non-Solicitation/Non-Compete. Executive hereby covenants and agrees that, if his employment with the Bank is terminated under Sections 6(b) - (d) of this Agreement, for a period of one (1) year following his termination of employment with the Bank (other than a termination of employment following a Change in Control), Executive he shall not, without the written consent of the Bank, either directly or indirectly: (i) solicit, offer employment to, or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any officer or employee of the Bank, or any of its respective subsidiaries or affiliates, to terminate his employment and accept employment or become affiliated with, or provide services for compensation in any capacity whatsoever to, any business whatsoever that which competes with the business of the Bank, or any of their its direct or indirect subsidiaries or affiliates, that which has headquarters or offices within 25 officeswithin twenty-five (25) miles of any location(s) in which the Bank has business offices operations or has filed an application for regulatory approval to establish an office (the “Restricted Territory”)business operations; (ii) become an officer, employee, consultant, director, independent contractor, agent, joint venturer, partner or trustee of any savings bank, savings and loan association, savings and loan holding company, credit union, bank or bank holding company, insurance company or agency, any mortgage or loan broker or any other entity that competes with the business of the Bank or any of their its direct or indirect subsidiaries or affiliates, thatwhich: (i) has a headquarters within twenty-five (25) miles of any location(s) in which the Bank has business operations or has filed an application for regulatory approval to establish business operations (the "Restricted Territory Territory"); or (ii) has one or more offices, but is not headquartered, within the Restricted Territory, but in the latter case, only if Executive would be employed, conduct business or have other responsibilities or duties within the Restricted Territory; or, (iii) solicit, provide any information, advice or recommendation recommendation, or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any customer of the Bank to terminate an existing business or commercial relationship with the Bank.

Non-Solicitation/Non-Compete. Executive hereby covenants and agrees that, if his employment with the Bank is terminated under Sections 6(b) - (d) of this Agreement, for a period of one (1) year following his termination of employment with the Bank (other than a termination of employment following a Change in Control), Executive he shall not, without the written consent of the Bank, either directly or indirectly: (i) solicit, offer employment to, or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any officer or employee of the Bank, or any of its respective subsidiaries or affiliates, to terminate his employment and accept employment or become affiliated with, or provide services for compensation in any capacity whatsoever to, any business whatsoever that which competes with the business of the Bank, or any of their its direct or indirect subsidiaries or affiliates, that ,which has headquarters or offices within 25 twenty-five (25) miles of any location(s) in which the Bank has business offices operations or has filed an application for regulatory approval to establish an office (the “Restricted Territory”)business operations; (ii) become an officer, employee, consultant, director, independent contractor, agent, joint venturer, partner or trustee of any savings bank, savings and loan association, savings and loan holding company, credit union, bank or bank holding company, insurance company or agency, any mortgage or loan broker or any other entity that competes with the business of the Bank or any of their its direct or indirect subsidiaries or affiliates, thatwhich: (i) has a headquarters within twenty-five (25) miles of any location(s) in which the Bank has business operations or has filed an application for regulatory approval to establish business operations (the “Restricted Territory Territory”); or (ii) has one or more offices, but is not headquartered, within the Restricted Territory, but in the latter case, only if Executive would be employed, conduct business or have other responsibilities or duties within the Restricted Territory; or, (iii) solicit, provide any information, advice or recommendation recommendation, or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any customer of the Bank to terminate an existing business or commercial relationship with the Bank.

Non-Solicitation/Non-Compete. Executive hereby covenants and agrees that, for a period of one (1) year following his her termination of employment with the Bank (other than a termination of employment following a Change in Control), Executive shall not, without the written consent of the Bank, either directly or indirectly: (i) solicit, offer employment to, or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any officer or employee of the Bank, or any of its respective subsidiaries or affiliates, to terminate his her employment and accept employment or become affiliated with, or provide services for compensation in any capacity whatsoever to, any business whatsoever that competes with the business of the Bank, or any of their direct or indirect subsidiaries or affiliates, that has headquarters or offices within 25 twenty-five (25) miles of any location(s) in which the Bank has business offices operations or has filed an application for regulatory approval to establish an office (the “Restricted Territory”); (ii) become an officer, employee, consultant, director, independent contractor, agent, joint venturer, partner or trustee of any savings bank, savings and loan association, savings and loan holding company, credit union, bank or bank holding company, insurance company or agency, any mortgage or loan broker or any other entity that competes with the business of the Bank or any of their direct or indirect subsidiaries or affiliates, that: (i) has a headquarters within the Restricted Territory or (ii) has one or more offices, but is not headquartered, within the Restricted Territory, but in the latter case, only if Executive would be employed, conduct business or have other responsibilities or duties within the Restricted Territory; or (iii) solicit, provide any information, advice or recommendation or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any customer of the Bank to terminate an existing business or commercial relationship with the Bank.

Non-Solicitation/Non-Compete. Executive hereby covenants and agrees that, for a period of one (1) year following his termination of employment with the Bank (other than a termination of employment following a Change in Control), Executive he shall not, without the written consent of the Bank, either directly or indirectly: (i) solicit, offer employment to, or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any officer or employee of the Bank, or any of its respective subsidiaries or affiliates, to terminate his employment and accept employment or become affiliated with, or provide services for compensation in any capacity whatsoever to, any business whatsoever that competes with the business of the Bank, or any of their direct or indirect subsidiaries or affiliates, that has headquarters or offices within 25 twenty-five (25) miles of any location(s) in which the Bank has business offices operations or has filed an application for regulatory approval to establish an office (the “Restricted Territory”)office; (ii) become an officer, employee, consultant, director, independent contractor, agent, joint venturer, partner or trustee of any savings bank, savings and loan association, savings and loan holding company, credit union, bank or bank holding company, insurance company or agency, any mortgage or loan broker or any other entity that competes with the business of the Bank or any of their direct or indirect subsidiaries or affiliates, that: (i) has a headquarters within twenty-five (25) miles of any location(s) in which the Bank has business operations or has filed an application for regulatory approval to establish an office (the “Restricted Territory Territory”) or (ii) has one or more offices, but is not headquartered, within the Restricted Territory, but in the latter case, only if Executive would be employed, conduct business or have other responsibilities or duties within the Restricted Territory; or (iii) solicit, provide any information, advice or recommendation or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any customer of the Bank to terminate an existing business or commercial relationship with the Bank.

Non-Solicitation/Non-Compete. Executive hereby covenants and agrees that, for a period of one two (12) year following his termination of employment with the Bank Employer (other than a termination of employment following a Change in Control), Executive shall not, without the written consent of the BankEmployer, either directly or indirectly: (i) solicit, offer employment to, or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any officer or employee of the Bank, Employer or any of its their respective subsidiaries or affiliates, to terminate his employment and accept employment or become affiliated with, or provide services for compensation in any capacity whatsoever to, any business whatsoever that competes with the business of the Bank, Employer or any of their direct or indirect subsidiaries or affiliates, that has headquarters or offices within 25 miles of any location(s) in which the Bank Employer has business offices or has filed an application for regulatory approval to establish an office (the “Restricted Territory”); (ii) become an officer, employee, consultant, director, independent contractor, agent, joint venturer, partner or trustee of any savings bank, savings and loan association, savings and loan holding company, credit union, bank or bank holding company, insurance company or agency, any mortgage or loan broker or any other entity that competes with the business of the Bank Employer or any of their direct or indirect subsidiaries or affiliates, that: (i) has a headquarters within the Restricted Territory or (ii) has one or more offices, but is not headquartered, within the Restricted Territory, but in the latter case, only if Executive would be employed, conduct business or have other responsibilities or duties within the Restricted Territory; or (iii) solicit, provide any information, advice or recommendation or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any customer of the Bank Employer to terminate an existing business or commercial relationship with the BankEmployer.

Non-Solicitation/Non-Compete. Executive hereby covenants and agrees that, for a period of one two (12) year years following his termination of employment with the Bank Company (other than a termination of employment following a Change in Control), Executive he shall not, without the written consent of the BankCompany, either directly or indirectly: (i) solicit, offer employment to, or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any officer or employee of the BankCompany, Bank or any of its their respective subsidiaries or affiliates, to terminate his or her employment and accept employment or become affiliated with, or provide services for compensation in any capacity whatsoever to, any business whatsoever that competes with the business of the BankCompany, Bank or any of their direct or indirect subsidiaries or affiliates, that has headquarters or offices within 25 twenty-five (25) miles of any location(s) in which the Company or Bank has business offices operations or has filed an application for regulatory approval to establish an office (the “Restricted Territory”)office; (ii) become an officer, employee, consultant, director, independent contractor, agent, joint venturer, partner or trustee of any savings bank, savings and loan association, savings and loan holding company, credit union, bank or bank holding company, insurance company or agency, any mortgage or loan broker or any other entity that competes with the business of the Company, Bank or any of their direct or indirect subsidiaries or affiliates, affiliates that: (i) has a headquarters within twenty-five (25) miles of any location(s) in which the Company or Bank has business operations or has filed an application for regulatory approval to establish an office (the “Restricted Territory Territory”) or (ii) has one or more offices, but is not headquartered, within the Restricted Territory, but in the latter case, only if Executive would be employed, conduct business or have other responsibilities or duties within the Restricted Territory; or (iii) solicit, provide any information, advice or recommendation or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any customer of the Company, Bank or its affiliates to terminate an existing business or commercial relationship with the BankCompany, Bank or its affiliates or transfer some or all of such customer’s business or relationships with the Company, Bank or its affiliates.

Non-Solicitation/Non-Compete. Executive hereby covenants and agrees that, for a period of one (1) year following his her termination of employment with the Bank (other than a termination of employment following a Change in Control), Executive shall not, without the written consent of the Bank, either directly or indirectly: (i) solicit, offer employment to, or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any officer or employee of the Bank, or any of its respective subsidiaries or affiliates, to terminate his her employment and accept employment or become affiliated with, or provide services for compensation in any capacity whatsoever to, any business whatsoever that competes with the business of the Bank, or any of their direct or indirect subsidiaries or affiliates, that has headquarters or offices within 25 miles of any location(s) in which the Bank has business offices or has filed an application for regulatory approval to establish an office (the “Restricted Territory”); (ii) become an officer, employee, consultant, director, independent contractor, agent, joint venturer, partner or trustee of any savings bank, savings and loan association, savings and loan holding company, credit union, bank or bank holding company, insurance company or agency, any mortgage or loan broker or any other entity that competes with the business of the Bank or any of their direct or indirect subsidiaries or affiliates, that: (i) has a headquarters within the Restricted Territory or (ii) has one or more offices, but is not headquartered, within the Restricted Territory, but in the latter case, only if Executive would be employed, conduct business or have other responsibilities or duties within the Restricted Territory; or (iii) solicit, provide any information, advice or recommendation or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any customer of the Bank to terminate an existing business or commercial relationship with the Bank.