Common use of Noncompete Clause in Contracts

Noncompete. Executive agrees that during the Noncompete Restricted Period: (a) he shall not engage in any Prohibited Activity; (b) he shall not become an employee, agent or representative of, independent contractor to, consultant to, shareholder, officer, director, member, partner, joint venturer or other equity owner of or lender to, any Prohibited Party; and (c) if he is an employee, agent or representative of, independent contractor to, consultant to, shareholder, officer, director, member, partner, joint venturer or other equity owner of or lender to, any entity or person who was not a Prohibited Party at the time Executive established such relationship, but subsequently becomes a Prohibited Party, Executive shall, within ten (10) days of the date that such entity or person becomes a Prohibited Party, terminate his position and relationship with the Prohibited Party; provided, however, that this provision shall not prohibit Executive from owning stock or other equity securities, solely as an investment, in any publicly traded entity, provided such ownership does not exceed two percent (2%) of the outstanding securities of such entity. The provisions of this Section 3 are intended to be an absolute bar to employment and other activities with any party who has operations or activities which constitute Prohibited Activities, and do not permit Executive to be involved with any such Prohibited Party in any capacity or in any geographical area, even if Executive’s functions and activities were isolated and wholly concentrated in a market in which the Prohibited Party does not compete with the Company. By way of example and not limitation, Pulte Xxxxxx, Inc. (“Pulte”) is a Prohibited Party, because it competes with the Company in the Company’s markets, and consequently, Executive could not work for Pulte or any of its subsidiaries or affiliates, even if his work was limited solely to a market (such as Arizona, as of the date of the Agreement) in which Pulte did not compete with the Company. By way of further example, if Executive became an employee of a builder or developer who was in a market not in competition with the Company (such as Arizona, as of the date of the Agreement), and such developer entered the Company’s market in competition with the Company, or began preparation to enter such market, Executive would be required under this Noncompete Addendum to terminate his employment relationship with such developer within ten days of the earlier of the date that such developer entered the market or began preparation enter such market.

Noncompete. During the term of Executive’s employment with the Company and for the Restricted Period (as defined in the last sentence of this Section 7(a)) following termination of such employment, Executive agrees that during the Noncompete Restricted Period: (a) he shall not engage not, directly or indirectly, in any Prohibited Activity; location in which the Company, its subsidiaries or affiliates operates or sells its products (b) he shall not become the “Territory”), engage, have an employeeinterest in or render any services to any business (whether as owner, agent or representative ofmanager, independent contractor tooperator, consultant to, shareholder, officer, director, memberlender, partner, stockholder, joint venturer or other equity owner of or lender toventurer, any Prohibited Party; and (c) if he is an employee, agent consultant or representative of, independent contractor to, consultant to, shareholder, officer, director, member, partner, joint venturer otherwise) competitive with the premium apparel business conducted by the Company or other equity owner its direct or indirect subsidiaries or any material business activities of which Executive was aware that the Company or lender to, any entity its direct or person who was not a Prohibited Party indirect subsidiaries had plans to conduct during the time of Executive’s employment or at the time Executive established such relationshipof his Date of Termination. Notwithstanding the foregoing, but subsequently becomes a Prohibited Party, Executive shall, within ten (10) days of the date that such entity or person becomes a Prohibited Party, terminate his position and relationship with the Prohibited Party; provided, however, that this provision shall not prohibit Executive from owning stock or other equity securities, Executive’s ownership solely as an investment, in any publicly traded entity, provided such ownership does not exceed investor of two percent (2%) or less of the outstanding securities of such entity. The provisions any class of this Section 3 are intended any publicly-traded securities of any company or his ownership interest in Game 71 shall not, by itself, be considered to be an absolute bar to employment and other activities with any party who has operations or activities which constitute Prohibited Activities, and do not permit Executive to be involved with any such Prohibited Party in any capacity or in any geographical area, even if Executive’s functions and activities were isolated and wholly concentrated in a market in which the Prohibited Party does not compete with the Company. By way of example and not limitation, Pulte Xxxxxx, Inc. (“Pulte”) is a Prohibited Party, because it competes competition with the Company in the Company’s markets, and consequently, Executive could not work for Pulte or any of its subsidiaries or affiliates. For purposes of this Section 7, even the “Restricted Period” shall mean a period of twelve (12) months following the Date of Termination; provided that if Executive is paid severance benefits pursuant to Section 5(j)(ii)(1) or Section 5(j)(viii), the Restricted Period shall be the period with respect to which Base Salary-related payments are made thereunder; provided, further, that Executive may, at any time, waive his work was limited solely right to a market receive all or part of such Base Salary-related severance payments (but, if such as Arizona, as termination if prior to the end of the date Term and not on account of the Agreement) in which Pulte did not compete with the Company. By way of further example, if Executive became an employee of a builder or developer who was in a market not in competition with the Company (such as Arizona, as expiration of the date Term, not less than 6 months of such Base Salary-related severance payments) and the Restricted Period shall be reduced by one month (or part thereof) for each month (or part thereof) of Base Salary-related severance payments so waived (but in no event shall the Restricted Period be so reduced to less than 6 months); provided further that if Executive’s termination of employment is on or following the end of the Agreement)Term and Executive is not receiving any Base Salary related severance payments, and such developer entered the Company’s market in competition with the Company, or began preparation to enter such market, Executive would be required under provisions of this Noncompete Addendum to terminate his employment relationship with such developer within ten days of the earlier of the date that such developer entered the market or began preparation enter such marketSection 7(a) shall not apply.

Noncompete. Executive In consideration of this Agreement and as a condition of Company’s obligations hereunder, during the time when Employee is receiving benefits hereunder from the Company, Employee agrees that he shall not, directly or indirectly, render services to, become employed by, associated with, participate or engage in, or otherwise become connected with (other than solely as a less than five percent (5%) investor through purchases of securities in a publicly traded company) any person, partnership, corporation, or other entity engaged in a business competitive to that of the Company and its subsidiaries in any state where the Company has customers during the Noncompete Restricted Period: (a) term of Employee’s employment with the Company and will not solicit any customer of the Company on behalf of any business competitive to the Company. For the purpose of this agreement, a business shall be deemed to be competitive to that of the Company and its subsidiaries if such business is primarily engaged in the manufacture, distribution, and sale of materials for use in the manufactured housing, recreational vehicle, furniture, or aluminum extrusions industries. Further, in consideration of this agreement and as a condition to the Company’s obligations hereunder, Employee agrees that he will not, without prior written authorization of the Board of Directors of Company, at any time use or disclose to any person or entity not legally entitled thereto any confidential information relating to the business of the Company and its subsidiaries obtained by him while in the Company’s employ and, further, after the Employee leaves the employ of the Company, he shall not engage in any Prohibited Activity; (b) he shall not become an employeetake with him, agent or representative of, independent contractor to, consultant to, shareholder, officer, director, member, partner, joint venturer or other equity owner of or lender towithout the President’s prior written consent, any Prohibited Party; documents or reproductions thereof, data, calculation or copies thereof, or any nonpublic information of any kind pertaining to the Company and (c) if he its subsidiaries. It is an employeeagreed by the parties that the time, agent territory, product and business activities limitations, and definitions contained herein are reasonable in all respects. In the event Employee shall violate his agreement of noncompetition or representative ofnondisclosure, independent contractor toor both, consultant to, shareholder, officer, director, member, partner, joint venturer or other equity owner Company shall be relieved from the payment of or lender to, any entity or person who was not a Prohibited Party at further benefits which would otherwise be payable to the time Executive established such relationship, but subsequently becomes a Prohibited Party, Executive shall, within ten (10) days Employee under the terms hereof. It is the desire and intent of the date parties that such entity or person becomes a Prohibited Party, terminate his position and relationship with the Prohibited Party; provided, however, that this provision shall not prohibit Executive from owning stock or other equity securities, solely as an investment, in any publicly traded entity, provided such ownership does not exceed two percent (2%) of the outstanding securities of such entity. The foregoing provisions of this Section 3 are intended 5 shall be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this Section 5 shall be adjudicated to be an absolute bar invalid or unenforceable, such provision shall be deemed amended to employment limit enforcement to the extent required by law and/or public policy and other activities the provision shall be enforced as amended, such amendment to apply only with any party who has operations or activities which constitute Prohibited Activities, and do not permit Executive respect to be involved with any the operation of such Prohibited Party provision of this Section 5 in any capacity or in any geographical area, even if Executive’s functions and activities were isolated and wholly concentrated in a market the particular jurisdiction in which the Prohibited Party does not compete with the Company. By way of example and not limitation, Pulte Xxxxxx, Inc. (“Pulte”) such adjudication is a Prohibited Party, because it competes with the Company in the Company’s markets, and consequently, Executive could not work for Pulte or any of its subsidiaries or affiliates, even if his work was limited solely to a market (such as Arizona, as of the date of the Agreement) in which Pulte did not compete with the Company. By way of further example, if Executive became an employee of a builder or developer who was in a market not in competition with the Company (such as Arizona, as of the date of the Agreement), and such developer entered the Company’s market in competition with the Company, or began preparation to enter such market, Executive would be required under this Noncompete Addendum to terminate his employment relationship with such developer within ten days of the earlier of the date that such developer entered the market or began preparation enter such marketmade.

Noncompete. Executive agrees that during the Noncompete Restricted Period: (a) he shall not engage in any Prohibited Activity; (b) he shall not become an employee, agent or representative of, independent contractor to, consultant to, shareholder, officer, director, member, partner, joint venturer or other equity owner During employment with and for a period of or lender to, any Prohibited Party; and (c) if he is an employee, agent or representative of, independent contractor to, consultant to, shareholder, officer, director, member, partner, joint venturer or other equity owner one year after termination of or lender to, any entity or person who was not a Prohibited Party at the time Executive established such relationship, but subsequently becomes a Prohibited Party, Executive shall, within ten (10) days of the date that such entity or person becomes a Prohibited Party, terminate his position and relationship employment with the Prohibited Party; provided, however, that this provision shall not prohibit Executive from owning stock or other equity securities, solely as an investment, in any publicly traded entity, provided such ownership does not exceed two percent (2%) of the outstanding securities of such entity. The provisions of this Section 3 are intended to be an absolute bar to employment and other activities with any party who has operations or activities which constitute Prohibited Activities, and do not permit Executive to be involved with any such Prohibited Party in any capacity or in any geographical area, even if Executive’s functions and activities were isolated and wholly concentrated in a market in which the Prohibited Party does not compete with the Company. By way of example and not limitation, Pulte Xxxxxx, Inc. (“Pulte”) is a Prohibited Party, because it competes with the Company in the Company’s markets, and consequently, Executive could not work for Pulte or any of its subsidiaries or affiliates, even if his work was limited solely to a market (such as Arizona, as of Company(or after the date of the Agreementlast payment from the Company to Employee of compensation if later), Employee agrees not to directly or indirectly engage in any employment, occupation, consulting, or other business activity (“activities”) in which Pulte did not compete with the Company. By way of further example, if Executive became an employee of a builder or developer who was in a market not that would be in competition with the Company in in the business of manufacturing and producing freeze-dried fruit and vegetables for human consumption (such as Arizona, as the "Business"). During employment with and for a period of one year after termination of employment with the Company (or after the date of the Agreementlast payment from the Company to Employee of compensation if later), Employee agrees not to plan or otherwise take any preliminary steps, either alone or in concert with others, to establish or engage in the Business. The parties hereto acknowledge that the restrictions set forth in this Section 10 are fair and reasonable with respect to their duration, scope and area. If, at the time of the enforcement of this Section 10, a court holds that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such developer entered circumstances will be substituted for the Company’s market stated duration, scope or area. In the event of any breach by Employee of any provisions of this Section 10, the Company will have the right, in competition addition to any other rights and remedies existing in its favor hereunder, to enforce its rights and the obligations of Employee under this Section 10 not only by an action for damages, but also by an action for specific performance and/or injunctive or other equitable relief in order to enforce or prevent any violations of the provisions of this Section 10. Notwithstanding anything else herein to the contrary, the Employee may own stock, securities, debt, notes or bonds of a company with publicly traded equity securities that competes with the Company, Company if Employee is not a holder of more than two percent of any class of equity securities or began preparation to enter such market, Executive would be required under this Noncompete Addendum to terminate his employment relationship with such developer within ten days more than two percent of the earlier aggregate principal amount of the date any class of debt, notes or bonds of that such developer entered the market or began preparation enter such marketcompany.

Noncompete. Executive agrees You acknowledge and agree with the Company that during Your services to the Company are unique in nature and that the Company would be irreparably damaged if You were to provide similar services to any Person competing with the Company or engaged in a similar business. You further acknowledge that in the course of Your employment with the Company You will become familiar with Trade Secrets and with other Confidential Information. During the Term, and for two (2) years thereafter (the “Noncompete Restricted Period: ”), You shall not, directly or indirectly, either for Yourself or for any other Person, permit Your name to be used by or participate in any business or enterprise (aincluding, without limitation, any division, group or franchise of a larger organization) he shall not that engages or proposes to engage in the business of (i) promoting, developing or managing software or any Prohibited Activity; other products produced by the Company on which You have personally developed, promoted or managed while within the employ of the Company within the Restricted Territory, (bii) he providing management services or consulting services within the Restricted Territory, or (iii) otherwise engaging in a business identical to or similar to any such business which is engaged in by the Company in the Restricted Territory prior to Your termination. For purposes of this Agreement, the term “participate in” shall not become an employeeinclude, agent without limitation, having any direct or representative ofindirect interest in any Person, independent contractor towhether as a sole proprietor, consultant toowner, shareholderstockholder, partner, member, joint venturer, creditor or otherwise, or rendering any direct or indirect service or assistance to any Person (whether as a director, officer, directorsupervisor, member, partner, joint venturer or other equity owner of or lender to, any Prohibited Party; and (c) if he is an employee, agent or representative of, independent contractor toagent, consultant to, shareholder, officer, director, member, partner, joint venturer or other equity owner otherwise). Nothing herein will prohibit You from mere passive ownership of or lender to, any entity or person who was not a Prohibited Party at the time Executive established such relationship, but subsequently becomes a Prohibited Party, Executive shall, within ten (10) days of the date that such entity or person becomes a Prohibited Party, terminate his position and relationship with the Prohibited Party; provided, however, that this provision shall not prohibit Executive from owning stock or other equity securities, solely as an investment, in any publicly traded entity, provided such ownership does not exceed more than two percent (2%) of the outstanding stock of any class of a publicly-held corporation whose stock is traded on a national securities exchange or in the over-the-counter market. As used herein, the phrase “mere passive ownership” shall include voting or otherwise granting any consents or approvals required to be obtained from such Person as an owner of stock or other ownership interests in any entity pursuant to the charter or other organizational documents of such entity. The provisions of this Section 3 are intended to be an absolute bar to employment and other activities with any party who has operations or activities which constitute Prohibited Activities, and do but shall not permit Executive to be involved with any such Prohibited Party in any capacity or in any geographical areainclude, even if Executive’s functions and activities were isolated and wholly concentrated in a market in which the Prohibited Party does not compete with the Company. By way of example and not without limitation, Pulte Xxxxxx, Inc. (“Pulte”) is a Prohibited Party, because it competes with the Company any involvement in the Company’s markets, and consequently, Executive could not work for Pulte or any day-to-day operations of its subsidiaries or affiliates, even if his work was limited solely to a market (such as Arizona, as of the date of the Agreement) in which Pulte did not compete with the Company. By way of further example, if Executive became an employee of a builder or developer who was in a market not in competition with the Company (such as Arizona, as of the date of the Agreement), and such developer entered the Company’s market in competition with the Company, or began preparation to enter such market, Executive would be required under this Noncompete Addendum to terminate his employment relationship with such developer within ten days of the earlier of the date that such developer entered the market or began preparation enter such marketentity.

Noncompete. Executive Recognizing and acknowledging that nothing in this ---------- Agreement prevents Xxxxxxx from providing services to other companies which are not in direct competition and nothing prevents Xxxxxxx from starting up and participating in a new Family Business as described above, Xxxxxxx agrees that during the Noncompete Restricted Period: term of this Agreement and for a period of ten years after termination of employment, Xxxxxxx will not, directly or indirectly, own, manage, operate, control, be employed by, participate in, or be connected in any manner with the ownership, management, operation, or control of any business which manufactures or sells golf-inspired sportswear which is substantially the same as that of the Company through either the same channels of distribution as the then current channels of distribution of the Company or specialty retail golf shops. As consideration for Xxxxxxx'x noncompete agreement, the Company shall pay Xxxxxxx compensation equal to the total of (ai) he 100% of his then current salary plus (ii) nine times an amount equal to 40% of his then current salary, provided, however, such compensation shall not engage be less than $1,437,500. Such compensation shall be paid in any Prohibited Activity; (b) he shall advance annual installments with the first installment to be in the amount of 100% of his then current salary but not become an employee, agent or representative of, independent contractor to, consultant to, shareholder, officer, director, member, partner, joint venturer or other equity owner of or lender to, any Prohibited Party; less than $312,500 and (c) if he is an employee, agent or representative of, independent contractor to, consultant to, shareholder, officer, director, member, partner, joint venturer or other equity owner of or lender to, any entity or person who was not a Prohibited Party at paid on the time Executive established such relationship, but subsequently becomes a Prohibited Party, Executive shall, within ten (10) days first day of the first month following his last day of employment and nine additional advance installments each to be in an amount equal to 40% of his then current salary but not less than $125,000 and paid on the anniversary of the first installment date that such entity or person becomes a Prohibited Party, terminate his position and relationship with in each of the Prohibited Partysubsequent years; provided, however, that this provision in the event of Xxxxxxx'x death during the noncompete period, any remaining installments shall not prohibit Executive from owning stock be paid to any beneficiary designated by Xxxxxxx or, if no such beneficiary has been designated, to his estate. The Company also agrees to continue to provide Xxxxxxx full employee benefits for the first year following termination of his employment. In the event of Xxxxxxx'x actual or other equity securities, solely as an investment, in any publicly traded entity, provided such ownership does not exceed two percent (2%) threatened breach of the outstanding securities of such entity. The provisions of this Section 3 are intended paragraph, the company shall be entitled to an injunction restraining Xxxxxxx therefrom. Nothing shall be an absolute bar to employment and construed as prohibiting the Company from pursuing any other activities with any party who has operations available remedies for such breach or activities which constitute Prohibited Activitiesthreatened breach, including the recovery of the noncompete compensation described above, damages, costs, and do not permit Executive to be involved with any such Prohibited Party in any capacity or in any geographical area, even if Executive’s functions and activities were isolated and wholly concentrated in a market in which the Prohibited Party does not compete with the Company. By way of example and not limitation, Pulte Xxxxxx, Inc. (“Pulte”) is a Prohibited Party, because it competes with the Company in the Company’s markets, and consequently, Executive could not work for Pulte or any of its subsidiaries or affiliates, even if his work was limited solely to a market (such as Arizona, as of the date of the Agreement) in which Pulte did not compete with the Company. By way of further example, if Executive became an employee of a builder or developer who was in a market not in competition with the Company (such as Arizona, as of the date of the Agreement), and such developer entered the Company’s market in competition with the Company, or began preparation to enter such market, Executive would be required under this Noncompete Addendum to terminate his employment relationship with such developer within ten days of the earlier of the date that such developer entered the market or began preparation enter such marketattorney fees.

Noncompete. If prior to the expiration of the Employment Period, ---------- Executive agrees that during the Noncompete Restricted Period: (a) he shall not engage in any Prohibited Activity; (b) he shall not become an employee, agent or representative of, independent contractor to, consultant to, shareholder, officer, director, member, partner, joint venturer or other equity owner of or lender to, any Prohibited Party; and (c) if he is an employee, agent or representative of, independent contractor to, consultant to, shareholder, officer, director, member, partner, joint venturer or other equity owner of or lender to, any entity or person who was not a Prohibited Party at the time Executive established such relationship, but subsequently becomes a Prohibited Party, Executive shall, within ten (10) days of the date that such entity or person becomes a Prohibited Party, terminate voluntarily terminates his position and relationship with the Prohibited Party; provided, however, that this provision shall not prohibit Executive from owning stock or other equity securities, solely as an investment, in any publicly traded entity, provided such ownership does not exceed two percent (2%) of the outstanding securities of such entity. The provisions of this Section 3 are intended to be an absolute bar to employment and other activities with any party who has operations or activities which constitute Prohibited Activities, and do not permit Executive to be involved with any such Prohibited Party in any capacity or in any geographical area, even if Executive’s functions and activities were isolated and wholly concentrated in a market in which the Prohibited Party does not compete with the Company. By way of example and not limitation, Pulte Xxxxxx, Inc. (“Pulte”) is a Prohibited Party, because it competes with the Company in the Company’s markets, and consequently, Executive could not work for Pulte or any of its subsidiaries Subsidiaries other than for Good Reason or affiliatesis terminated by the Company or any of its Subsidiaries for Cause or (b) is terminated by the Company or any of its Subsidiaries Without Cause or Executive voluntarily terminates his employment for Good Reason, even if his work was limited solely then, for a period of 12 months after the Termination Date, with respect to a market termination pursuant to clause (a) and, for a period equal to the lesser of 12 months or the length of time for which Executive receives severance compensation at least equal to Executive's Base Salary in connection with such as Arizonatermination, as of after the date of the Agreement) in which Pulte did not compete Termination Date, with the Company. By way of further example, if Executive became an employee of respect to a builder or developer who was in a market not in competition with the Company termination pursuant to clause (such as Arizona, as of the date of the Agreementb), and such developer entered Executive will not (i) directly or indirectly own, manage, control, participate in, consult with or render services for any other person or entity engaged in any business similar to the Company’s market in competition with business conducted by the Company, any of its Subsidiaries or began preparation any Joint Venture at the Termination Date (and as contemplated to enter be conducted by the Company pursuant to any then binding agreement of the Company to acquire the business of another entity), during the Employment Period in any geographic area in which the Company, any of its Subsidiaries or any Joint Venture conducted such marketbusiness, and (ii) have any interest directly or indirectly in any such business, provided that nothing herein will prevent Executive from owning in the aggregate not more than five percent of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no participation in the management of such corporation. If Executive's employment is terminated for any reason, whether by the Company or by Executive, then for a period of 24 months after the Termination Date, Executive would be required under this Noncompete Addendum will not (i) attempt to terminate his employment relationship with such developer hire or procure or hire the services of any person employed (at the Termination Date or at any date within ten days 24 months thereof) by the Company, any of its Subsidiaries or any Joint Venture, or (ii) induce or attempt to induce any customer or other business relation of the earlier Company into any business relationship which might harm the Company, any of its Subsidiaries or any Joint Venture without the prior written consent of the date that such developer entered the market or began preparation enter such marketBoard.

Noncompete. Executive agrees that during the Noncompete Restricted Period: (a) he shall not engage in any Prohibited Activity; (b) he shall not become an employee, agent or representative of, independent contractor to, consultant to, shareholder, officer, director, member, partner, joint venturer or other equity owner During employment with and for a period of or lender to, any Prohibited Party; and (c) if he is an employee, agent or representative of, independent contractor to, consultant to, shareholder, officer, director, member, partner, joint venturer or other equity owner one year after termination of or lender to, any entity or person who was not a Prohibited Party at the time Executive established such relationship, but subsequently becomes a Prohibited Party, Executive shall, within ten (10) days of the date that such entity or person becomes a Prohibited Party, terminate his position and relationship with the Prohibited Party; provided, however, that this provision shall not prohibit Executive from owning stock or other equity securities, solely as an investment, in any publicly traded entity, provided such ownership does not exceed two percent (2%) of the outstanding securities of such entity. The provisions of this Section 3 are intended to be an absolute bar to employment and other activities with any party who has operations or activities which constitute Prohibited Activities, and do not permit Executive to be involved with any such Prohibited Party in any capacity or in any geographical area, even if Executive’s functions and activities were isolated and wholly concentrated in a market in which the Prohibited Party does not compete with the Company. By way of example and not limitation, Pulte Xxxxxx, Inc. (“Pulte”) is a Prohibited Party, because it competes with the Company in the Company’s markets, and consequently, Executive could not work for Pulte (or any of its subsidiaries or affiliates, even if his work was limited solely to a market (such as Arizona, as of after the date of the Agreementlast payment from the Company to Employee of compensation if later), Employee agrees not to directly or indirectly engage in any employment, occupation, consulting, or other business activity (“activities”) in which Pulte did not compete with the Company. By way of further example, if Executive became an employee of a builder or developer who was in a market not that would be in competition with the Company in in the business of manufacturing and producing freeze-dried fruit and vegetables for human consumption (such as Arizona, as the "Business"). During employment with and for a period of one year after termination of employment with the Company (or after the date of the Agreementlast payment from the Company to Employee of compensation if later), Employee agrees not to plan or otherwise take any preliminary steps, either alone or in concert with others, to establish or engage in the Business. The parties hereto acknowledge that the restrictions set forth in this Section 10 are fair and reasonable with respect to their duration, scope and area. If, at the time of the enforcement of this Section 10, a court holds that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such developer entered circumstances will be substituted for the Company’s market stated duration, scope or area. In the event of any breach by Employee of any provisions of this Section 10, the Company will have the right, in competition addition to any other rights and remedies existing in its favor hereunder, to enforce its rights and the obligations of Employee under this Section 10 not only by an action for damages, but also by an action for specific performance and/or injunctive or other equitable relief in order to enforce or prevent any violations of the provisions of this Section 10. Notwithstanding anything else herein to the contrary, the Employee may own stock, securities, debt, notes or bonds of a company with publicly traded equity securities that competes with the Company, Company if Employee is not a holder of more than two percent of any class of equity securities or began preparation to enter such market, Executive would be required under this Noncompete Addendum to terminate his employment relationship with such developer within ten days more than two percent of the earlier aggregate principal amount of the date any class of debt, notes or bonds of that such developer entered the market or began preparation enter such marketcompany.

Noncompete. Executive acknowledges that the development of personal contacts and relationships is an essential element of the Bank’s business, that the Bank has invested considerable time and money in his development of such contacts and relationships, that the Bank could suffer irreparable harm if he were to leave employment and solicit the business of Bank’s customers, and that it is reasonable to protect the Bank against competitive activities by Executive. Executive covenants and agrees, in recognition of the foregoing and in consideration of the mutual promises contained herein, that in the event of a voluntary termination of employment by Executive pursuant to Section 3.2(a), Executive shall not accept employment in Dodge, Jefferson, Milwaukee, Walworth, Washington, or Waukesha counties with any Significant Competitor of the Bank for a period of eighteen (18) months following such termination. For purposes of this Agreement, the term Significant Competitor means any financial institution including, but not limited to, any commercial bank, savings bank, savings and loan association, credit union, or mortgage banking corporation which, at the time of termination of Executive’s employment or during the period of this covenant not to compete, (i) maintains a home, branch or other office in any of said counties, or (ii) has originated within any of said counties $10,000,000 or more in residential mortgage loans during any consecutive twelve (12) month period within the twenty-four (24) months prior to Executive’s termination and inclusive of the period covered by this covenant. Executive agrees that the non-competition provisions set forth herein are necessary for the protection of the Bank and are reasonably limited as to the scope of activities affected, their duration and geographic scope, and their effect on Executive and the public. In the event Executive violates the non-competition provisions set forth herein, Bank shall be entitled, in addition to its other legal remedies, (i) to enjoin the employment of Executive with any Significant Competitor for the period set forth herein, and (ii) to treat as forfeited any payment or payments that would have been made to Executive under this Agreement during any portion of the Noncompete Restricted Period: (a) he shall not engage in any Prohibited Activity; (b) he shall not become an employee, agent or representative of, independent contractor to, consultant to, shareholder, officer, director, member, partner, joint venturer noncompetition period set forth herein during which Executive is employed by such Significant Competitor. If Executive violates this covenant and the Bank brings legal action for injunctive or other equity owner relief, the Bank shall not, as a result of or lender to, any Prohibited Party; and (c) if he is an employee, agent or representative of, independent contractor to, consultant to, shareholder, officer, director, member, partner, joint venturer or other equity owner of or lender to, any entity or person who was not a Prohibited Party at the time Executive established involved in obtaining such relationshiprelief, be deprived of the benefit of the full period of the restrictive covenant. Accordingly, the covenant shall be deemed to have the duration specified herein, computed from the date such relief is granted, but subsequently becomes a Prohibited Party, Executive shall, within ten (10) days reduced by any period between commencement of the date that such entity or person becomes a Prohibited Party, terminate his position period and relationship with the Prohibited Party; provided, however, that this provision shall not prohibit Executive from owning stock or other equity securities, solely as an investment, in any publicly traded entity, provided such ownership does not exceed two percent (2%) of the outstanding securities of such entity. The provisions of this Section 3 are intended to be an absolute bar to employment and other activities with any party who has operations or activities which constitute Prohibited Activities, and do not permit Executive to be involved with any such Prohibited Party in any capacity or in any geographical area, even if Executive’s functions and activities were isolated and wholly concentrated in a market in which the Prohibited Party does not compete with the Company. By way of example and not limitation, Pulte Xxxxxx, Inc. (“Pulte”) is a Prohibited Party, because it competes with the Company in the Company’s markets, and consequently, Executive could not work for Pulte or any of its subsidiaries or affiliates, even if his work was limited solely to a market (such as Arizona, as of the date of the Agreement) in which Pulte did not compete with the Companyfirst violation. By way of further exampleIn addition to such other relief as may be awarded, if Executive became an employee of a builder or developer who was the Bank is the prevailing party it shall be entitled to reimbursement for all reasonable costs, including attorneys’ fees, incurred in a market not in competition with the Company (such as Arizona, as of the date of the Agreement), and such developer entered the Company’s market in competition with the Company, or began preparation to enter such market, Executive would be required under this Noncompete Addendum to terminate his employment relationship with such developer within ten days of the earlier of the date that such developer entered the market or began preparation enter such marketenforcing its rights hereunder.

Noncompete. Executive During the period that Employee is employed by Employer (as defined in Paragraph 5(h)), and thereafter during any period for which Employee is receiving, by agreement of Employee and Employer, any separation payment(s) (whether made in lump sum or installments), Employee agrees that during the Noncompete Restricted Period: (a) he shall that, without consent of Employer, Employee will not engage directly or indirectly within any country where Employee was employed by Employer, in any Prohibited Activity; (b) he shall not become an employeemanner or capacity, agent or representative ofas advisor, independent contractor toconsultant, consultant toprincipal, shareholderagent, partner, officer, director, memberemployee or otherwise, partnerin any business or activity which is competitive with any business conducted by the Company, joint venturer a Company Subsidiary (as defined in Paragraph 5(g)) or other equity owner of or lender to, any Prohibited Party; and Affiliate (c) if he is an employee, agent or representative of, independent contractor to, consultant to, shareholder, officer, director, member, partner, joint venturer or other equity owner of or lender to, any entity or person who was not a Prohibited Party at the time Executive established such relationship, but subsequently becomes a Prohibited Party, Executive shall, within ten (10) days of the date that such entity or person becomes a Prohibited Party, terminate his position and relationship with the Prohibited Partyas defined in Paragraph 5(g)); provided, however, that this provision the Committee may determine as provided in Paragraph 6(a) hereof that such obligation shall not prohibit Executive from owning stock or other equity securities, solely as an investment, in apply to any publicly traded entity, provided period after termination of employment if such ownership does not exceed two percent (2%) of the outstanding securities of such entity. The provisions of this Section 3 are intended to be an absolute bar to employment and other activities with any party who has operations or activities which constitute Prohibited Activities, and do not permit Executive to be involved with any such Prohibited Party in any capacity or in any geographical area, even if Executive’s functions and activities were isolated and wholly concentrated in a market in which the Prohibited Party does not compete with the Company. By way of example and not limitation, Pulte Xxxxxx, Inc. (“Pulte”) is a Prohibited Party, because it competes with the Company in the Company’s markets, and consequently, Executive could not work for Pulte or any of its subsidiaries or affiliates, even if his work termination was limited solely to a market (such as Arizona, as of on the date of a Change in Control (as defined in Paragraph 6(b) hereof) or within eighteen (18) months subsequent to such date. Employee further agrees that during the Agreementtwelve month (12) in which Pulte did period subsequent to termination of employment with Employer, Employee will not compete with the Company. By way of further example, if Executive became an solicit any employee of Company, a builder Company Subsidiary or developer who Affiliate to leave such employment to become employed by a competitor of Company, a Company Subsidiary or Affiliate or solicit or contact any person, business or entity which was in a market not in competition with customer of Company, a Company Subsidiary or Affiliate at the time of such termination of employment, or any prospective customers of Company, a Company Subsidiary or Affiliate to which Company, a Company Subsidiary or Affiliate has made a proposal to do business within the twelve month (such as Arizona, as of 12) period prior to the date of termination of employment, for purposes of selling goods or services of the Agreement), and such developer entered the Company’s market in competition with the type sold or rendered by Company, a Company Subsidiary or began preparation to enter such market, Executive would be required under this Noncompete Addendum to terminate his employment relationship with such developer within ten days Affiliate at the time of the earlier termination of the date that such developer entered the market or began preparation enter such marketemployment.