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

Non-Solicitation/Non-Compete. The Executive hereby covenants and agrees that during the “Restricted Period,” the Executive will 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 with the Bank and/or accept employment with another employer; or (ii) become an officer, employee, consultant, director, trustee, 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: (A) has a headquarters within thirty-five (35) miles of the Bank’s headquarters (the “Restricted Territory”), or (B) has one or more offices, but is not headquartered, within the Restricted Territory, but in the latter case, only if the 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 the 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. The Executive hereby covenants and agrees that during the “Restricted Period,” the Executive will 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 with the Bank and/or accept employment with another employer; or (ii) become an officer, employee, consultant, director, trustee, 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: (A) has a headquarters within thirty-five (35) 30 miles of the Bank’s headquarters (the “Restricted Territory”), or (B) has one or more offices, but is not headquartered, within the Restricted Territory, but in the latter case, only if the 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 the 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. The Executive hereby covenants and agrees that during the “Restricted Period,” the Executive will 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 with the Bank and/or accept employment with another employer; or (ii) become an officer, employee, consultant, director, trustee, 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: (A) has a headquarters within thirty-five (35) miles the New York State counties of Albany, Gxxxxx, Rensselaer, Saratoga, Schenectady and Wxxxxx or in any other county where the Bank’s headquarters (the “Restricted Territory”), or (B) Bank has one or more offices, but is not headquartered, within the Restricted Territory, but in the latter case, only if the Executive would be employed, conduct business offices or have other responsibilities or duties within the Restricted Territorybranches; 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 the 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. The (i) Executive hereby covenants and agrees that that, during the “Restricted Period,” the and except as provided in clause (ii) below, Executive will 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 with the Bank FLIC and/or accept employment with another employer; or (iiB) become an officer, employee, consultant, director, trustee, 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: (A) affiliates, or that has a headquarters headquarters, or one or more offices, within thirty-five (35) miles New York City, the Counties of Nassau, Rockland, Suffolk or Westchester, New York, the Bank’s headquarters County of Fairfield, Connecticut or the Counties of Bergen, Essex and Xxxxxx, New Jersey (the “Restricted Territory”), or (B) has one or more offices, but is not headquartered, within the Restricted Territory, but in the latter case, only if the 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 the Bank. FLIC. (ii) The restrictions contained in this Section 6(a6(a)(i)(B) above shall not apply in the event of a Termination for Cause, or in the Executive’s event of a termination of employment on or after the effective time of following a Change in Control. . (iii) For purposes of this Section 6(aparagraph (a), the “Restricted Period” will be: shall be a period of two (i2) at all times during years following Executive’s period termination 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 TerminationFLIC.

Non-Solicitation/Non-Compete. The Executive hereby covenants and agrees that during the “Restricted Period,” the Executive will 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 with the Bank and/or accept employment with another employer; or (ii) become an officer, employee, consultant, director, trustee, independent contractor, agent, joint venturer, partner or trustee of any savings bankcommunity bank (i.e., savings and loan associationa bank with assets less than two billion dollars ($2,000,000,000) or minority deposit institution, 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 direct or indirect subsidiary or affiliate of any such entity, that competes with the business of the Bank or any of their direct or indirect subsidiaries or affiliates thatBank: (A) in any city, town or county in which the Bank has a headquarters within thirty-five (35) miles an office or has filed an application for regulatory approval to establish an office as of the Bank’s headquarters date of Executive's termination of employment (the “Restricted Territory”), or (B) has one or more offices, but is not headquartered, within the Restricted Territory, but in the latter case, only if the 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 Except as otherwise provided for in this Section 6(a) shall not apply in the event of the Executive’s termination of employment on or after the effective time of a Change in Control. For 18, 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. The Executive hereby covenants and agrees that during the “Restricted Period,” the Executive will 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 with the Bank and/or accept employment with another employer; or (ii) become an officer, employee, consultant, director, trustee, independent contractor, agent, joint venturer, partner or trustee of any commercial bank, 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 that: (A) has a headquarters within thirty-five (35) miles of the Bank’s headquarters (the “Restricted Territory”), or (B) has one or more offices, but is not headquartered, within the Restricted Territory, but in the latter case, only if the 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 Except as otherwise provided for in this Section 6(a) shall not apply in the event of the Executive’s termination of employment on or after the effective time of a Change in Control. For 18, 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. The Executive hereby covenants and agrees that that, during the “Restricted Period,” Executive’s employment with the Bank, and for a period of one (I) year following his termination of employment with the Bank (other than a termination of employment following a Change in Control), Executive will 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 Bank and/or accept employment with another employer; orbusiness of the Bank, or any of their direct or indirect subsidiaries or affiliates, that has headquarters or offices within St. Landry Parish, Lafayette Parish, Exxxxxxxxx Xxxxxx, Acadia Parish, Avoyelles Parish, and Pointe Coupee Parish (the “Restricted Territory”); (ii) become an officer, employee, consultant, director, trustee, 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 broker_ or any other entity that competes with the business of the Bank or any of their direct or indirect subsidiaries or affiliates affiliates, that: (A) has a headquarters within thirty-five (35) miles of the Bank’s headquarters (the “Restricted Territory”), or (B) has one or more offices, but is not headquartered, within the Restricted Territory, but in the latter case, only if the 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 at1y other action intended (or that a reasonable person acting in like circumstances cirGt1mstances would expect) to have the effect of causing any customer of the Bank Bxxxxx 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 the 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. The Executive hereby covenants and agrees that during the “Restricted Period,” the Executive will 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 with the Bank and/or accept employment with another employer; or (ii) become an officer, employee, consultant, director, trustee, 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: (A) has a headquarters within thirtytwenty-five (3525) miles of any office of the Bank’s headquarters Bank (the “Restricted Territory”), or (B) has one or more offices, but is not headquartered, within the Restricted Territory, but in the latter case, only if the 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 the 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. The Executive hereby covenants and agrees that during the “Restricted Period,” other than in furtherance of Executive’s performance of his duties under this Agreement, the Executive will 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 with the Bank and/or accept employment with another employer; or (ii) become an officer, employee, consultant, director, trustee, independent contractor, agent, joint venturer, partner or trustee of any savings bankcommunity bank (i.e., savings and loan associationa bank with assets less than two billion dollars ($2,000,000,000)) or minority deposit institution, 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 direct or indirect subsidiary or affiliate of any such entity, that competes with the business of the Bank or any of their direct or indirect subsidiaries or affiliates thatBank: (A) in any city, town or county in which the Bank has a headquarters within thirty-five (35) miles an office or has filed an application for regulatory approval to establish an office as of the Bank’s headquarters date of Executive's termination of employment (the “Restricted Territory”), or (B) has one or more offices, but is not headquartered, within the Restricted Territory, but in the latter case, only if the 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 Except as otherwise provided for in this Section 6(a) shall not apply in the event of the Executive’s termination of employment on or after the effective time of a Change in Control. For 18, 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. The Executive hereby covenants and agrees that during the “"Restricted Period,” the ", Executive will 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 with the Bank and/or accept employment with another employer; or (ii) become an officer, employee, consultant, director, trustee, 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 affiliates, that: (A) has a headquarters within thirty-five (35) 50 miles of the Bank’s 's headquarters (the “"Restricted Territory”"), or (B) has one or more offices, but is not headquartered, within the Restricted Territory, but in the latter case, only if the 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 the Executive’s '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 's period of employment with the Bank; and (ii) except as provided above, during the period beginning on Executive’s Date 's date of Termination termination and ending on the one-year anniversary of the Date Executive's date of Terminationtermination.

Non-Solicitation/Non-Compete. The Executive hereby covenants and agrees that during the “Restricted Period,” the Executive will 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 with the Bank and/or accept employment with another employer; or (ii) become an officer, employee, consultant, director, trustee, 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: (A) has a headquarters within thirty-five (35) miles of the Bank’s headquarters location in Van Wert, Ohio or the intersection of Xxxxxxx and Main Streets in downtown Fort Xxxxx, Indiana (the “Restricted Territory”), ​ ​ or (B) has one or more offices, but is not headquartered, within the Restricted Territory, but in the latter case, only if the 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 the 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 six month anniversary of the Date of Termination.

Non-Solicitation/Non-Compete. The Executive hereby covenants and agrees that during the “Restricted Period,” the Executive will 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 with the Bank and/or accept employment with another employer; or (ii) become an officer, employee, consultant, director, trustee, independent contractor, agent, joint venturer, partner or trustee of any savings bank, 8 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: (A) has a headquarters within thirty-five (35) miles of the Bank’s headquarters (the “Restricted Territory”), or (B) has one or more offices, but is not headquartered, within the Restricted Territory, but in the latter case, only if the 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 the 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. The Executive hereby covenants and agrees that during the “Restricted Period,” the Executive will 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 with the Bank and/or accept employment with another employer; or (ii) become an officer, employee, consultant, director, trustee, 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: (A) that has a headquarters within thirty-five (35) 30 miles of the Bank’s headquarters (the “Restricted Territory”), or (B) has one or more offices, but is not headquartered, within the Restricted Territory, but in the latter case, only if the 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 the 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.