Common use of Noncompetition Agreement and Nonsolicitation Agreement Clause in Contracts

Noncompetition Agreement and Nonsolicitation Agreement. 1. In view of Executive's importance to the success of the Company, Executive and Company agree that the Company would likely suffer significant harm from Executive competing with Company during Executive's term of employment with Company and for some period of time thereafter. Accordingly, Executive agrees that Executive shall not engage in competitive activities while employed by Company and during the Restricted Period. Executive shall be deemed to engage in competitive activities if she shall, without the prior written consent of the Company, (i) in Medina County, and counties contiguous thereto except Cuyxxxxx County (including the municipalities therein), render services directly or indirectly, as an employee, officer, director, consultant, advisor, partner or otherwise, for any organization or enterprise which competes directly or indirectly with the business of Company or any of its affiliates in providing financial products or services (including, without limitation, banking, insurance, or securities products or services) to consumers and businesses, or (ii) directly or indirectly acquires any financial or beneficial interest in (except as provided in the next sentence) any organization which conducts or is otherwise engaged in a business or enterprise in Medina County, and counties contiguous thereto except Cuyxxxxx County (including all municipalities therein) which competes directly or indirectly with the business of Company or any of its affiliates in providing financial products or services (including, without limitation, banking, insurance or securities products or services) to consumers and businesses. Notwithstanding the preceding sentence, Executive shall not be prohibited from owning less than one percent (1%) of any publicly traded corporation, whether or not such corporation is in competition with Company. For purposes of this paragraph 10 the term "Restricted Period" shall equal two (2) years, commencing as of the date of Executive's termination of employment, provided that if Executive's employment is terminated by Company without cause prior to a Change in Control, the Restricted Period shall equal one (1) year or such longer period during which Executive receives benefits under this Agreement or the Company's severance policy as in effect at the date of termination.

Noncompetition Agreement and Nonsolicitation Agreement. 1. In view of Executive's ’s importance to the success of the CompanyCNC, Executive and Company CNC agree that the Company CNC would likely suffer significant harm from Executive Executive’s competing with Company CNC during Executive's ’s term of employment with Company CNC and for some period of time thereafter. Accordingly, Executive agrees that Executive shall not engage in competitive activities while employed by Company CNC and during the Restricted Periodfor a period of one (1) year following Executive’s Qualifying Termination. Executive shall be deemed to engage in competitive activities if she he shall, without the prior written consent of the CompanyCNC, (i) in Medina County, within fifty (50) miles (by air) of any office of CNC and counties contiguous thereto except Cuyxxxxx County (including the municipalities therein)its subsidiaries, render services directly or indirectly, as an employee, officer, director, consultant, advisor, partner or otherwise, for any organization or enterprise which competes directly or indirectly with the business of Company CNC or any of its affiliates in providing financial products or services (including, without limitation, banking, insurance, or securities products or services) to consumers and businesses, or (ii) directly or indirectly acquires any financial or beneficial interest in (except as provided in the next sentence) any organization which conducts or is otherwise engaged in a business or enterprise in Medina County, within fifty (50) miles (by air) of any office of CNC and counties contiguous thereto except Cuyxxxxx County (including all municipalities therein) its subsidiaries which competes directly or indirectly with the business of Company CNC or any of its affiliates in providing financial products or services (including, without limitation, banking, insurance or securities products or services) to consumers and businesses. Notwithstanding the preceding sentence, Executive shall not be prohibited from owning less than one percent (1%) of any publicly traded corporation, whether or not such corporation is in competition with CompanyCNC. 2. For purposes While employed by CNC and for a period of this paragraph 10 the term "Restricted Period" shall equal two (2) years, commencing as of the date of Executive's termination of employment, provided that if Executive's employment is terminated by Company without cause prior to a Change in Control, the Restricted Period shall equal one (1) year following Executive’s Qualifying Termination, Executive agrees that Executive shall not, in any manner, directly or indirectly, (i) solicit by mail, by telephone, by personal meeting, or by any other means, either directly or indirectly, any customer or prospective customer of CNC to whom Executive provided services, or for whom Executive transacted business, or whose identity become known to Executive in connection with Executive’s services to CNC (including employment with or services to any predecessor or successor entities), to transact business with a person or an entity other than CNC or its affiliates or reduce or refrain from doing any business with CNC or its affiliates or (ii) interfere with or damage (or attempt to interfere with or damage) any relationship between CNC or its affiliates and any such longer period during which Executive receives benefits under customer or prospective customer. The term “solicit” as used in this Agreement means any communication of any kind whatsoever, inviting, encouraging or requesting any person to take or refrain from taking any action with respect to the Company's severance policy as business of CNC and its subsidiaries. 3. While employed by CNC and for a period of one (1) year following Executive’s Qualifying Termination, Executive agrees that Executive shall not, in effect at any manner, directly or indirectly, solicit any person who is an employee of CNC or any of its affiliates to apply for or accept employment or a business opportunity with any other person or entity. 4. The parties agree that nothing herein shall be construed to limit or negate the date common law of terminationtorts or trade secrets where it provides broader protection than that provided herein.

Noncompetition Agreement and Nonsolicitation Agreement. 1. In view of Executive's ’s importance to the success of the CompanyCNC, Executive and Company CNC agree that the Company CNC would likely suffer significant harm from Executive Executive’s competing with Company CNC during Executive's ’s term of employment with Company CNC and for some period of time thereafter. Accordingly, Executive agrees that Executive shall not engage in competitive activities while employed by Company CNC and during the Restricted Periodfor a period of six (6 months) following Executive’s Qualifying Termination. Executive shall be deemed to engage in competitive activities if she he shall, without the prior written consent of the CompanyCNC, (i) in Medina County, within fifty (50) miles (by air) of any office of CNC and counties contiguous thereto except Cuyxxxxx County (including the municipalities therein)its subsidiaries, render services directly or indirectly, as an employee, officer, director, consultant, advisor, partner or otherwise, for any organization or enterprise which competes directly or indirectly with the business of Company CNC or any of its affiliates in providing financial products or services (including, without limitation, banking, insurance, or securities products or services) to consumers and businesses, or (ii) directly or indirectly acquires any financial or beneficial interest in (except as provided in the next sentence) any organization which conducts or is otherwise engaged in a business or enterprise in Medina County, within fifty (50) miles (by air) of any office of CNC and counties contiguous thereto except Cuyxxxxx County (including all municipalities therein) its subsidiaries which competes directly or indirectly with the business of Company CNC or any of its affiliates in providing financial products or services (including, without limitation, banking, insurance or securities products or services) to consumers and businesses. Notwithstanding the preceding sentence, Executive shall not be prohibited from owning less than one percent (1%) of any publicly traded corporation, whether or not such corporation is in competition with CompanyCNC. 2. For purposes While employed by CNC and for a period of this paragraph 10 the six (6) months following Executive’s Qualifying Termination, Executive agrees that Executive shall not, in any manner, directly or indirectly, (i) solicit by mail, by telephone, by personal meeting, or by any other means, either directly or indirectly, any customer or prospective customer of CNC to whom Executive provided services, or for whom Executive transacted business, or whose identity become known to Executive in connection with Executive’s services to CNC (including employment with or services to any predecessor or successor entities), to transact business with a person or an entity other than CNC or its affiliates or reduce or refrain from doing any business with CNC or its affiliates or (ii) interfere with or damage (or attempt to interfere with or damage) any relationship between CNC or its affiliates and any such customer or prospective customer. The term "Restricted Period" shall equal two (2) years, commencing “solicit” as of the date of Executive's termination of employment, provided that if Executive's employment is terminated by Company without cause prior to a Change used in Control, the Restricted Period shall equal one (1) year or such longer period during which Executive receives benefits under this Agreement means any communication of any kind whatsoever, inviting, encouraging or requesting any person to take or refrain from taking any action with respect to the Company's severance policy as business of CNC and its subsidiaries. 3. While employed by CNC and for a period of six (6) months following Executive’s Qualifying Termination, Executive agrees that Executive shall not, in effect at any manner, directly or indirectly, solicit any person who is an employee of CNC or any of its affiliates to apply for or accept employment or a business opportunity with any other person or entity. 4. The parties agree that nothing herein shall be construed to limit or negate the date common law of terminationtorts or trade secrets where it provides broader protection than that provided herein.

Noncompetition Agreement and Nonsolicitation Agreement. 1. In view of Executive's importance to the success of the Company, Executive and Company agree that the Company would likely suffer significant harm from Executive competing with Company during Executive's term of employment with Company and for some period of time thereafter. Accordingly, Executive agrees that Executive shall not engage in competitive activities while employed by Company and during the Restricted Period. Executive shall be deemed to engage in competitive activities if she he shall, without the prior written consent of the Company, (i) in Medina County, and counties contiguous thereto except Cuyxxxxx County (including the municipalities therein), render services directly or indirectly, as an employee, officer, director, consultant, advisor, partner or otherwise, for any organization or enterprise which competes directly or indirectly with the business of Company or any of its affiliates in providing financial products or services (including, without limitation, banking, insurance, or securities products or services) to consumers and businesses, or (ii) directly or indirectly acquires any financial or beneficial interest in (except as provided in the next sentence) any organization which conducts or is otherwise engaged in a business or enterprise in Medina County, and counties contiguous thereto except Cuyxxxxx County (including all municipalities therein) which competes directly or indirectly with the business of Company or any of its affiliates in providing financial products or services (including, without limitation, banking, insurance or securities products or services) to consumers and businesses. Notwithstanding the preceding sentence, Executive shall not be prohibited from owning less than one percent (1%) of any publicly traded corporation, whether or not such corporation is in competition with Company. For purposes of this paragraph 10 the term "Restricted Period" shall equal two (2) years, commencing as of the date of Executive's termination of employment, provided that if Executive's employment is terminated by Company without cause prior to a Change in Control, the Restricted Period shall equal one (1) year or such longer period during which Executive receives benefits under this Agreement or the Company's severance policy as in effect at the date of termination.