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

Non-Solicitation/Non-Compete. Employee acknowledges that by virtue of Employee's employment with the Bank, Employee shall have access to and control of confidential and proprietary information concerning the Bank's and/or its parents', subsidiaries' or affiliates' (collectively, the "Corporation") business and that the Corporation's business depends to a considerable extent on the individual skills, efforts, and leadership of Employee. Additionally, Employee acknowledges that the covenants contained in this Section 6: are reasonably necessary to protect the legitimate business interests of the Corporation; are described with sufficient accuracy and definiteness to enable her to understand the scope of the restrictions imposed on her; and were disclosed to her prior to the commencement of her employment, such employment being conditioned on her execution of an agreement containing such terms. Accordingly and in consideration of the Corporation's commitments to Employee under this Agreement, Employee expressly covenants and agrees that Employee shall not, without the prior consent of the Bank, during her employment and, subject to Section 6(c) below, for one (1) year following the cessation of her employment regardless of the reason for the cessation, (a) on Employee's own or another's behalf, whether as an officer, director, stockholder, partner, associate, owner, employee, consultant or otherwise: (i) within any city, metropolitan area or county in which the Corporation does business or is located, engage in any business activity (or assist others to engage in any business activity) that directly competes with the Corporation; (ii) solicit or do business that is the same, similar to, or otherwise in competition with the business engaged in by the Corporation from or with persons or entities who are customers of the Corporation, who were customers of the Corporation at any time during the last year of Employee's employment with the Bank, or to whom the Corporation made proposals for business at any time during the last year of Employee's employment with the Bank; or (iii) employ, offer employment to, or otherwise solicit for employment, any employee or other person who is then currently an employee of the Corporation or who was employed by the Corporation during the last year of Employee's employment with the Bank. (b) within any city, metropolitan area or county in which the Corporation does business or is located, be employed or otherwise engaged by any entity that engages in the same, similar or otherwise competitive business as the Corporation, to provide the same or similar services that Employee provided to the Corporation. (i) If (A) the Bank terminates Employee's employment without Cause or Employee terminates her employment for Good Reason and (B) Employee waives in writing her right to receive payments pursuant to Section 5(c)(iii) hereof, the restrictions on Employee's ability to compete with the Bank contained in this Section 6 shall terminate on the later of (A) the cessation of Employee's employment with the Bank or (B) the Bank's receipt of Employee's waiver described in this Section 6(c)(i). (ii) In the event that Employee's employment terminates under any of the circumstances described in Section 8(b), the restrictions on Employee's ability to compete with the Bank contained in this Section 6 shall terminate six (6) months following cessation of Employee's employment with the Bank.

Non-Solicitation/Non-Compete. Employee acknowledges that by virtue of Employee's employment with the Bank, Employee shall have access to and control of confidential and proprietary information concerning the Bank's and/or its parents', subsidiaries' or affiliates' (collectively, the "Corporation") business and that the Corporation's business depends to a considerable extent on the individual skills, efforts, and leadership of Employee. Additionally, Employee acknowledges that the covenants contained in this Section 6: are reasonably necessary to protect the legitimate business interests of the Corporation; are described with sufficient accuracy and definiteness to enable her him to understand the scope of the restrictions imposed on herhim; and were disclosed to her him prior to the commencement of her his employment, such employment being conditioned on her his execution of an agreement containing such terms. Accordingly and in consideration of the Corporation's commitments to Employee under this Agreement, Employee expressly covenants and agrees that Employee shall not, without the prior consent of the Bank, during her his employment and, subject to Section 6(c) below, for one (1) year following the cessation of her his employment regardless of the reason for the cessation, (a) on Employee's own or another's behalf, whether as an officer, director, stockholder, partner, associate, owner, employee, consultant or otherwise: (i) within any city, metropolitan area or county in which the Corporation does business or is located, engage in any business activity (or assist others to engage in any business activity) that directly competes with the Corporation; (ii) solicit or do business that is the same, similar to, or otherwise in competition with the business engaged in by the Corporation from or with persons or entities who are customers of the Corporation, who were customers of the Corporation at any time during the last year of Employee's employment with the Bank, or to whom the Corporation made proposals for business at any time during the last year of Employee's employment with the Bank; or (iii) employ, offer employment to, or otherwise solicit for employment, any employee or other person who is then currently an employee of the Corporation or who was employed by the Corporation during the last year of Employee's employment with the Bank. (b) within any city, metropolitan area or county in which the Corporation does business or is located, be employed or otherwise engaged by any entity that engages in the same, similar or otherwise competitive business as the Corporation, to provide the same or similar services that Employee provided to the Corporation. (i) If (A) the Bank terminates Employee's employment without Cause or Employee terminates her his employment for Good Reason and (B) Employee waives in writing her his right to receive payments pursuant to Section 5(c)(iii) hereof, the restrictions on Employee's ability to compete with the Bank contained in this Section 6 shall terminate on the later of (A) the cessation of Employee's employment with the Bank or (B) the Bank's receipt of Employee's waiver described in this Section 6(c)(i). (ii) In the event that Employee's employment terminates under any of the circumstances described in Section 8(b), the restrictions on Employee's ability to compete with the Bank contained in this Section 6 shall terminate six (6) months following cessation of Employee's employment with the Bank.

Non-Solicitation/Non-Compete. Employee acknowledges that by virtue of Employee's ’s employment with the Bank, Employee shall have access to and control of confidential and proprietary information concerning the Bank's ’s and/or its parents'’, subsidiaries' ’ or affiliates' ’ (collectively, the "“Corporation"”) business and that the Corporation's ’s business depends to a considerable extent on the individual skills, efforts, and leadership of Employee. Additionally, Employee acknowledges that the covenants contained in this Section 6: are reasonably necessary to protect the legitimate business interests of the Corporation; are described with sufficient accuracy and definiteness to enable her to understand the scope of the restrictions imposed on her; and were disclosed to her prior to the commencement of her employment, such employment being conditioned on her execution of an agreement containing such terms. Accordingly and in consideration of the Corporation's ’s commitments to Employee under this Agreement, Employee expressly covenants and agrees that Employee shall not, without the prior consent of the Bank, during her employment and, subject to Section 6(c) below, for one (1) year following the cessation of her employment regardless of the reason for the cessation, (a) on Employee's ’s own or another's ’s behalf, whether as an officer, director, stockholder, partner, associate, owner, employee, consultant or otherwise: (i) within any city, metropolitan area or county in which the Corporation does business or is located, engage in any business activity (or assist others to engage in any business activity) that directly competes with the Corporation; (ii) solicit or do business that is the same, similar to, or otherwise in competition with the business engaged in by the Corporation from or with persons or entities who are customers of the Corporation, who were customers of the Corporation at any time during the last year of Employee's ’s employment with the Bank, or to whom the Corporation made proposals for business at any time during the last year of Employee's ’s employment with the Bank; or (iii) employ, offer employment to, or otherwise solicit for employment, any employee or other person who is then currently an employee of the Corporation or who was employed by the Corporation during the last year of Employee's ’s employment with the Bank. (b) within any city, metropolitan area or county in which the Corporation does business or is located, be employed or otherwise engaged by any entity that engages in the same, similar or otherwise competitive business as the Corporation, to provide the same or similar services that Employee provided to the Corporation. (i) If (A) the Bank terminates Employee's ’s employment without Cause or Employee terminates her employment for Good Reason and (B) Employee waives in writing her right to receive payments pursuant to Section 5(c)(iii) hereof, the restrictions on Employee's ’s ability to compete with the Bank contained in this Section 6 shall terminate on the later of (A) the cessation of Employee's ’s employment with the Bank or (B) the Bank's ’s receipt of Employee's ’s waiver described in this Section 6(c)(i). (ii) In the event that Employee's ’s employment terminates under any of the circumstances described in Section 8(b), the restrictions on Employee's ’s ability to compete with the Bank contained in this Section 6 shall terminate six (6) months following cessation of Employee's ’s employment with the Bank.

Non-Solicitation/Non-Compete. Employee acknowledges that by virtue of Employee's ’s employment with the Bank, Employee shall have access to and control of confidential and proprietary information concerning the Bank's Corporation’s and/or its parents', subsidiaries' or affiliates' (collectively, the "Corporation") ’ business and that the Corporation's ’s business depends to a considerable extent on the individual skills, efforts, and leadership of Employee. Additionally, Employee acknowledges that the covenants contained in this Section 6: 6 are reasonably necessary to protect the legitimate business interests of the Corporation; Corporation and are described with sufficient accuracy and definiteness to enable her him to understand the scope of the restrictions imposed on her; and were disclosed to her prior to the commencement of her employment, such employment being conditioned on her execution of an agreement containing such termshim. Accordingly and in consideration of the Corporation's ’s commitments to Employee under this Agreement, Employee expressly covenants and agrees that Employee shall not, without the prior consent of the Bank, during her his employment and, subject to Section 6(c) below, for one (1) year following the cessation of her his employment regardless of the reason for the cessation, (a) on Employee's ’s own or another's ’s behalf, whether as an officer, director, stockholder, partner, associate, owner, employee, consultant or otherwise: (i) within any city, metropolitan area or county in which the Corporation does business or is located, engage in any business activity (or assist others to engage in any business activity) that directly competes with the Corporation; (ii) solicit or do business that is the same, similar to, or otherwise in competition with the business engaged in by the Corporation from or with persons or entities who are customers of the Corporation, who were customers of the Corporation at any time during the last year of Employee's ’s employment with the Bank, or to whom the Corporation made proposals for business at any time during the last year of Employee's ’s employment with the Bank; or (iii) employ, offer employment to, or otherwise solicit for employment, any employee or other person who is then currently an employee of the Corporation or who was employed by the Corporation during the last year of Employee's ’s employment with the Bank. (b) within any city, metropolitan area or county in which the Corporation does business or is located, be employed or otherwise engaged by any entity that engages in the same, similar or otherwise competitive business as the Corporation, to provide the same or similar services that Employee provided to the Corporation. (i) If (A) the Bank terminates Employee's ’s employment without Cause or Employee terminates her employment for Good Reason and (B) Employee waives in writing her his right to receive payments pursuant to Section 5(c)(iii) hereof, the non-competition and non-solicitation restrictions on Employee's ability to compete with the Bank contained in this Section 6 shall terminate on the later of (A) the cessation of Employee's ’s employment with the Bank or (B) the Bank's ’s receipt of Employee's ’s waiver described in this Section 6(c)(i). (ii) In the event that Employee's ’s employment terminates under any of the circumstances described in Section 8(b) (“Change in Control Termination”), the non-competition and non-solicitation restrictions on Employee's ability to compete with the Bank contained in this Section 6 shall terminate six (6) months following cessation of Employee's ’s employment with the Bank.

Non-Solicitation/Non-Compete. Employee acknowledges that by virtue of Employee's ’s employment with the Bank, Employee shall have access to and control of confidential and proprietary information concerning the Bank's Corporation’s and/or its parents', subsidiaries' or affiliates' (collectively, the "Corporation") ’ business and that the Corporation's ’s business depends to a considerable extent on the individual skills, efforts, and leadership of Employee. Additionally, Employee acknowledges that the covenants contained in this Section 6: are reasonably necessary to protect the legitimate business interests of the Corporation; are described with sufficient accuracy and definiteness to enable her him to understand the scope of the restrictions imposed on herhim; and were disclosed to her him prior to the commencement of her his employment, such employment being conditioned on her his execution of an agreement containing such terms. Accordingly and in consideration of the Corporation's ’s commitments to Employee under this Agreement, Employee expressly covenants and agrees that Employee shall not, without the prior consent of the Bank, during her his employment and, subject to Section 6(c) below, for one (1) year following the cessation of her his employment regardless of the reason for the cessation, (a) on Employee's ’s own or another's ’s behalf, whether as an officer, director, stockholder, partner, associate, owner, employee, consultant or otherwise: (i) within any city, metropolitan area or county in which the Corporation does business or is located, engage in any business activity (or assist others to engage in any business activity) that directly competes with the Corporation; (ii) solicit or do business that is the same, similar to, or otherwise in competition with the business engaged in by the Corporation from or with persons or entities who are customers of the Corporation, who were customers of the Corporation at any time during the last year of Employee's ’s employment with the Bank, or to whom the Corporation made proposals for business at any time during the last year of Employee's ’s employment with the Bank; or (iii) employ, offer employment to, or otherwise solicit for employment, any employee or other person who is then currently an employee of the Corporation or who was employed by the Corporation during the last year of Employee's ’s employment with the Bank. (b) within any city, metropolitan area or county in which the Corporation does business or is located, be employed or otherwise engaged by any entity that engages in the same, similar or otherwise competitive business as the Corporation, to provide the same or similar services that Employee provided to the Corporation. (i) If (A) the Bank terminates Employee's ’s employment without Cause or Employee terminates her his employment for Good Reason and (B) Employee waives in writing her his right to receive payments pursuant to Section 5(c)(iii) hereof, the non-competition and non-solicitation restrictions on Employee's ability to compete with the Bank contained in this Section 6 shall terminate on the later of (A) the cessation of Employee's ’s employment with the Bank or (B) the Bank's ’s receipt of Employee's ’s waiver described in this Section 6(c)(i). (ii) In the event that Employee's ’s employment terminates under any of the circumstances described in Section 8(b) (“Change in Control Termination”), the non-competition and non-solicitation restrictions on Employee's ability to compete with the Bank contained in this Section 6 shall terminate six (6) months following cessation of Employee's ’s employment with the Bank.

Non-Solicitation/Non-Compete. Employee acknowledges that by virtue of Employee's ’s employment with the Bank, Employee shall have access to and control of confidential and proprietary information concerning the Bank's Corporation’s and/or its parents', subsidiaries' or affiliates' (collectively, the "Corporation") ’ business and that the Corporation's ’s business depends to a considerable extent on the individual skills, efforts, and leadership of Employee. Additionally, Employee acknowledges that the covenants contained in this Section 6: are reasonably necessary to protect the legitimate business interests of the Corporation; are described with sufficient accuracy and definiteness to enable her him to understand the scope of the restrictions imposed on herhim; and were disclosed to her him prior to the commencement of her his employment, such employment being conditioned on her his execution of an agreement containing such terms. Accordingly and in consideration of the Corporation's ’s commitments to Employee under this Agreement, Employee expressly covenants and agrees that Employee shall not, without the prior consent of the Bank, during her his employment and, subject to Section 6(c) below, for one (1) year following the cessation of her his employment regardless of the reason for the cessation, (a) on Employee's ’s own or another's ’s behalf, whether as an officer, director, stockholder, partner, associate, owner, employee, consultant or otherwise: (i) within any city, metropolitan area or county in which the Corporation does business or is located, engage in any business activity (or assist others to engage in any business activity) that directly competes with the Corporation; (ii) solicit or do business that is the same, similar to, or otherwise in competition with the business engaged in by the Corporation from or with persons or entities who are customers of the Corporation, who were customers of the Corporation at any time during the last year of Employee's ’s employment with the Bank, or to whom the Corporation made proposals for business at any time during the last year of Employee's ’s employment with the Bank; or (iii) employ, offer employment to, or otherwise solicit for employment, any employee or other person who is then currently an employee of the Corporation or who was employed by the Corporation during the last year of Employee's ’s employment with the Bank. (b) within any city, metropolitan area or county in which the Corporation does business or is located, be employed or otherwise engaged by any entity that engages in the same, similar or otherwise competitive business as the Corporation, to provide the same or similar services that Employee provided to the Corporation. (ic) If (A) the Bank terminates Employee's ’s employment without Cause or Employee terminates her his employment for Good Reason and (B) Employee waives in writing her his right to receive payments pursuant to Section 5(c)(iii) hereof, the non-competition and non-solicitation restrictions on Employee's ability to compete with the Bank contained in this Section 6 shall terminate on the later of (A) the cessation of Employee's ’s employment with the Bank or (B) the Bank's ’s receipt of Employee's ’s waiver described in this Section 6(c)(i). (ii) In the event that Employee's ’s employment terminates under any of the circumstances described in Section 8(b), the non-competition and non-solicitation restrictions on Employee's ability to compete with the Bank contained in this Section 6 shall terminate six (6) months following cessation of Employee's ’s employment with the Bank.