Common use of Noncompetition and Nonsolicitation Clause in Contracts

Noncompetition and Nonsolicitation. During the Executive’s employment with the Bank and for the period that the Executive is entitled to receive severance under Section 4(b), the Executive (i) will not, directly or indirectly, whether as owner, partner, shareholder, consultant, agent, employee, co-venturer or otherwise, engage, participate, assist or invest in any Competing Business (as hereinafter defined); (ii) will refrain from directly or indirectly employing, attempting to employ, recruiting or otherwise soliciting, inducing or influencing any person to leave employment with the Corporations (other than terminations of employment of subordinate employees undertaken in the course of the Executive’s employment with the Bank); and (iii) will refrain from soliciting or encouraging any customer or supplier to terminate or otherwise modify adversely its business relationship with the Corporations. The Executive understands that the restrictions set forth in this Section 7(d) are intended to protect the Corporations’ interest in their Confidential Information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. If the Executive chooses not to be bound by the provision of this Section 7(d), then no severance shall be payable under Section 4(b). For purposes of this Agreement, the term “Competing Business” shall mean any financial institution with an office within a 50-mile radius of any office of the Corporations. Notwithstanding the foregoing, (1) the Executive may own up to one percent (1%) of the outstanding stock of a publicly held corporation which constitutes or is affiliated with a Competing Business, and (2) the provision of this Section 7(d) shall not apply if the Executive’s employment is terminated within two (2) years after a Change in Control of either the Bank or the Corporation. A “Change in Control” of either the Bank or the Corporation shall be deemed to occur upon the consummation of (i) any consolidation or merger of the Bank or the Corporation or other transaction where the shareholders of the Bank or the Corporation, immediately prior to the consolidation, merger or other transaction, would not, immediately after the consolidation, merger or other transaction, beneficially own (as such term is defined in Rule 13d-3 of the Exchange Act of 1934, as amended), directly or indirectly, shares representing in the aggregate more than 50 percent of the voting shares of the entity issuing cash or securities in the consolidation, merger or other transaction, or (ii) any sale or other transfer (in one transaction or a series of transactions contemplated by or arranged by any party as a single plan) of all or substantially all of the assets of the Bank or Corporation.

Noncompetition and Nonsolicitation. During the Executive’s employment with the Bank Term and for a period of 24 calendar months after the period that termination of the Executive is entitled to receive severance under Section 4(bExecutive's employment (the "Non-compete Period"), the Executive (i) will shall not, directly or indirectly, whether either as owner, partner, shareholder, consultanta principal, agent, employee, co-venturer employer, stockholder, partner or otherwise, engage, participate, assist or invest in any Competing Business other capacity whatsoever: (as hereinafter defined); (iia) will refrain from directly engage or indirectly employingassist others engaged, attempting in whole or in part, in any business which is engaged in a business or enterprise that is substantially similar to employand in competition with the business of the Company that the Company was engaged in, recruiting or otherwise solicitinga planned business of the Company that had been proposed in writing to senior officers of the Company or the Board and had not been rejected by the Company or the Board, inducing or influencing any person to leave during the period of the Executive's employment with the Corporations Company; or (b) without the prior consent of the Board, employ or solicit the employment of, or assist others in employing or soliciting the employment of, any individual employed by the Company (other than terminations of employment of subordinate employees undertaken in the course of the Executive’s employment with 's personal assistant or Executive's secretary) at any time while the Bank)Executive was also so employed; and (iii) will refrain from soliciting or encouraging any customer or supplier to terminate or otherwise modify adversely its business relationship with the Corporations. The Executive understands provided, however, that the restrictions set forth in this Section 7(d) are intended to protect the Corporations’ interest in their Confidential Information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. If the Executive chooses not to be bound by the provision provisions of this Section 7(d), then no severance 12 shall be payable under Section 4(b)not apply in the event the Company materially breaches this Agreement. For purposes of this Section 12, a business shall be in competition with the Company only if a significant portion of its business is to originate mortgage loans to or purchase real estate from and lease such real estate back to operators of single-tenant retail, distribution or service companies in the United States. Notwithstanding any other provision of this Agreement, in the term “Competing Business” event the Executive's employment is terminated "For Cause," the Non-Compete Period shall mean be 12 calendar months. Nothing in this Section 12 shall impede, restrict or otherwise interfere with the Executive's management and operation of the Excluded Businesses. Further, nothing in this Section 12 shall prohibit Executive from making any financial institution with an office within passive investment in a 50-mile radius public company, or where he is the owner of 5% or less of the issued and outstanding voting securities of any office entity, provided such ownership does not result in his being obligated or required to devote any managerial efforts. The Executive agrees that the restraints imposed upon him pursuant to this Section 12 are necessary for the reasonable and proper protection of the Corporations. Notwithstanding the foregoingCompany and its subsidiaries and affiliates, (1) the Executive may own up to and that each and every one percent (1%) of the outstanding stock restraints is reasonable in respect to subject matter, length of a publicly held corporation which constitutes or is affiliated with a Competing Businesstime and geographic area. The parties further agree that, and (2) in the event that any provision of this Section 7(d) 12 shall not apply if the Executive’s employment is terminated within two (2) years after be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a Change in Control time, too large a geographic area or too great a range of either the Bank or the Corporation. A “Change in Control” of either the Bank or the Corporation activities, such provision shall be deemed to occur upon the consummation of (i) any consolidation or merger of the Bank or the Corporation or other transaction where the shareholders of the Bank or the Corporation, immediately prior be modified to permit its enforcement to the consolidation, merger or other transaction, would not, immediately after the consolidation, merger or other transaction, beneficially own (as such term is defined in Rule 13d-3 of the Exchange Act of 1934, as amended), directly or indirectly, shares representing in the aggregate more than 50 percent of the voting shares of the entity issuing cash or securities in the consolidation, merger or other transaction, or (ii) any sale or other transfer (in one transaction or a series of transactions contemplated maximum extent permitted by or arranged by any party as a single plan) of all or substantially all of the assets of the Bank or Corporationlaw.

Noncompetition and Nonsolicitation. During the Term and for a period of 12 calendar months after the termination of the Executive’s employment with (the Bank and for the period that the Executive is entitled to receive severance under Section 4(b“Non-compete Period”), the Executive (i) will shall not, directly or indirectly, whether either as owner, partner, shareholder, consultanta principal, agent, employee, co-venturer employer, stockholder, partner or otherwise, engage, participate, assist or invest in any Competing Business other capacity whatsoever: (as hereinafter defined); (iia) will refrain from directly engage or indirectly employingassist others engaged, attempting in whole or in part, in any business which is engaged in a business or enterprise that is substantially similar to employ, recruiting or otherwise soliciting, inducing or influencing any person to leave employment and in competition with the Corporations (other than terminations business of employment the Company that the Company was engaged in, or a planned business of subordinate employees undertaken the Company that had been proposed in writing to senior officers of the course Company or the Board and had not been rejected by the Company or the Board, during the period of the Executive’s employment with the Bank)Company; and or (iiib) will refrain from without the prior consent of the Board, employ or solicit the employment of, or assist others in employing or soliciting the employment of, any individual employed by the Company (other than the Executive’s personal assistant or encouraging Executive’s secretary) at any customer or supplier to terminate or otherwise modify adversely its business relationship with time while the Corporations. The Executive understands was also so employed; provided, however, that the restrictions set forth in this Section 7(d) are intended to protect the Corporations’ interest in their Confidential Information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. If the Executive chooses not to be bound by the provision provisions of this Section 7(d), then no severance 12 shall be payable under Section 4(b)not apply in the event the Company materially breaches this Agreement. For purposes of this AgreementSection 12, a business shall be in competition with the term “Competing Business” shall mean any financial institution with an office within Company only if a 50significant portion of its business is to originate mortgage loans to or purchase real estate from and lease such real estate back to operators of single-mile radius of any office of tenant retail, distribution or service companies in the CorporationsUnited States. Notwithstanding the foregoing, (1) the Executive may own up to one percent (1%) of the outstanding stock of a publicly held corporation which constitutes or is affiliated with a Competing Business, and (2) the any other provision of this Section 7(d) shall not apply if Agreement, in the event the Executive’s employment is terminated within two (2) years after “For Cause,” the Non-Compete Period shall be 12 calendar months. Nothing in this Section 12 shall impede, restrict or otherwise interfere with the Executive’s management and operation of the Excluded Businesses. Further, nothing in this Section 12 shall prohibit Executive from making any passive investment in a Change public company, or where he is the owner of 5% or less of the issued and outstanding voting securities of any entity, provided such ownership does not result in Control his being obligated or required to devote any managerial efforts. The Executive agrees that the restraints imposed upon him pursuant to this Section 12 are necessary for the reasonable and proper protection of either the Bank Company and its subsidiaries and affiliates, and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area. The parties further agree that, in the event that any provision of this Section 12 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or the Corporation. A “Change in Control” too great a range of either the Bank or the Corporation activities, such provision shall be deemed to occur upon the consummation of (i) any consolidation or merger of the Bank or the Corporation or other transaction where the shareholders of the Bank or the Corporation, immediately prior be modified to permit its enforcement to the consolidation, merger or other transaction, would not, immediately after the consolidation, merger or other transaction, beneficially own (as such term is defined in Rule 13d-3 of the Exchange Act of 1934, as amended), directly or indirectly, shares representing in the aggregate more than 50 percent of the voting shares of the entity issuing cash or securities in the consolidation, merger or other transaction, or (ii) any sale or other transfer (in one transaction or a series of transactions contemplated maximum extent permitted by or arranged by any party as a single plan) of all or substantially all of the assets of the Bank or Corporationlaw.

Noncompetition and Nonsolicitation. During Without the Executive’s employment with prior written consent of the Bank and for Board, during the period that Employee is employed by Employer and, in the Executive is entitled event Employee terminates his employment with Employer for any reason other than as a result of a material breach by Employer of any of Employer’s obligations under this Agreement, or any other agreement to receive severance under Section 4(b)which Employee and Employer are now or hereafter parties, the Executive for one (i1) year thereafter, Employee will not, directly or indirectly, whether as owner, partner, shareholder, consultant, agent, employee, co-venturer or otherwise, engage, participate, assist or invest in any Competing Business (as hereinafter defined); . Without the prior written consent of the Board, during the period that Employee is employed by Employer and, (iix) in the event of the termination of Employee’s employment by Employer with Cause or (y) in the event Employee terminates his employment with Employer for any reason other than as a result of a material breach by Employer of any of Employer’s obligations under this Agreement, or any other agreement to which Employee and Employer are now or hereafter parties, for eighteen (18) months thereafter, Employee will refrain from directly or indirectly employing, attempting to employ, recruiting or otherwise soliciting, inducing or influencing any person to leave employment with the Corporations (other than terminations of employment of subordinate employees undertaken in the course of the Executive’s employment with the Bank); Employer, and (iii) also will refrain from soliciting or encouraging any customer or supplier to terminate or otherwise modify adversely its business relationship with the CorporationsEmployer. The Executive Employee understands that the restrictions set forth in this Section 7(d) are intended to protect the Corporations’ Employer’s interest in their its Confidential Information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. If the Executive chooses not to be bound by the provision of this Section 7(d), then no severance shall be payable under Section 4(b). For purposes of this Agreement, the term “Competing Business” shall mean any financial institution with an office business that provides or intends to provide the same or similar services as those provided by Employer or any of its subsidiaries in any geographic area then served by Employer (which for this purpose only shall be defined as being within a 50-mile radius one hundred (100) miles of any office or data center currently used or operated by Employer or any subsidiary of the CorporationsEmployer). Notwithstanding the foregoing, (1) the Executive Employee may own up to one two percent (12%) of the outstanding stock of a publicly held corporation which constitutes or is affiliated with a Competing Business, and (2) the provision of this Section 7(d) shall not apply if the Executive’s employment is terminated within two (2) years after a Change in Control of either the Bank or the Corporation. A “Change in Control” of either the Bank or the Corporation shall be deemed to occur upon the consummation of (i) any consolidation or merger of the Bank or the Corporation or other transaction where the shareholders of the Bank or the Corporation, immediately prior to the consolidation, merger or other transaction, would not, immediately after the consolidation, merger or other transaction, beneficially own (as such term is defined in Rule 13d-3 of the Exchange Act of 1934, as amended), directly or indirectly, shares representing in the aggregate more than 50 percent of the voting shares of the entity issuing cash or securities in the consolidation, merger or other transaction, or (ii) any sale or other transfer (in one transaction or a series of transactions contemplated by or arranged by any party as a single plan) of all or substantially all of the assets of the Bank or Corporationcorporation.

Noncompetition and Nonsolicitation. During the Executive’s employment with the Bank Employer and for the period that the Executive is entitled to receive severance under Section 4(b)one (1) year thereafter, the Executive (i) will not, directly or indirectly, whether as owner, partner, shareholder, consultant, agent, employee, co-venturer or otherwise, engage, participate, assist or invest in any Competing Business (as hereinafter defined); , (ii) will refrain from directly or indirectly employing, attempting to employ, recruiting or otherwise soliciting, inducing or influencing any person to leave employment with the Corporations Employer (other than terminations of employment of subordinate employees undertaken in the course of the Executive’s employment with the BankEmployer); and (iii) will refrain from soliciting or encouraging any customer or supplier to terminate or otherwise modify adversely its business relationship with the CorporationsEmployer. The Executive understands that the restrictions set forth in this Section 7(d) 8 are intended to protect the Corporations’ Employer’s interest in their its Confidential Information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. If the Executive chooses not to be bound by the provision of this Section 7(d), then no severance shall be payable under Section 4(b). For purposes of this Agreement, the term “Competing Business” shall mean any financial institution with an office a business which consists of operating specialty HIV pharmacies anywhere within a 50-mile radius of any office of the CorporationsUnited States. Notwithstanding the foregoing, (1) the Executive may own up to one percent (1%) of the outstanding stock of a publicly publicly-held corporation which constitutes or is affiliated with a Competing Business. The Employer may extend the period of noncompetition and nonsolicitation for an additional period not exceeding one (1) year, provided that it extends and (2) pays Termination Benefits to the provision Executive for the duration of this Section 7(d) shall not apply if the extension. Notwithstanding the foregoing, the Executive’s employment is terminated within two (2obligations under Section 8(d)(i) years after a Change in Control shall terminate and be of either the Bank no further force or the Corporation. A “Change in Control” of either the Bank or the Corporation shall be deemed to occur effect upon the consummation of (i) any consolidation or merger termination of the Bank or the Corporation or other transaction where the shareholders Executive’s Employment under any of the Bank or the Corporation, immediately prior to the consolidation, merger or other transaction, would not, immediately after the consolidation, merger or other transaction, beneficially own (as such term is defined circumstances described in Rule 13d-3 of the Exchange Act of 1934, as amendedSection 6(b), directly or indirectly, shares representing in the aggregate more than 50 percent of the voting shares of the entity issuing cash or securities in the consolidation, merger or other transaction, or (ii) any sale or other transfer (in one transaction or a series of transactions contemplated by or arranged by any party as a single plan) of all or substantially all of the assets of the Bank or Corporation.

Noncompetition and Nonsolicitation. During the (a) In view of Executive’s employment importance to the success of the Corporation, Executive and Corporation agree that the Corporation would likely suffer significant harm from Executive’s competing with Corporation during the Bank Employment and for some period of time thereafter. Accordingly, Executive agrees that Executive shall not engage in competitive activities either: (A) while employed by Corporation; or (B) if Executive’s Employment is terminated during the period that term of this Agreement, during the Restricted Period (as defined below). Executive is entitled shall be deemed to receive severance under Section 4(b)engage in competitive activities if he shall, without the Executive prior written consent of the Corporation, (i) will notin any county in which the Corporation has a branch office, ATM, loan processing center or any other facility, and all contiguous counties, (including the municipalities therein), render services directly or indirectly, whether as owneran employee, partnerofficer, shareholderdirector, consultant, agentadvisor, employee, co-venturer partner or otherwise, engagefor any organization or enterprise which competes directly or indirectly with the business of Corporation or any of its Affiliates in providing financial products or services (including, participatewithout limitation, assist banking, insurance, or invest in any Competing Business (as hereinafter defined); securities products or services) to consumers and businesses, or (ii) will refrain from directly or indirectly employingacquires 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 any county in which the Corporation has a branch office, attempting to employATM, recruiting loan processing center or otherwise solicitingany other facility, inducing and all contiguous counties, (including all municipalities therein) which competes directly or influencing any person to leave employment indirectly with the Corporations business of Corporation or any of its Affiliates in providing financial products or services (other 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 terminations 1 percent of employment any class of subordinate employees undertaken in the course publicly traded securities of the Executive’s employment with the Bank); and (iii) will refrain from soliciting or encouraging any customer or supplier to terminate or otherwise modify adversely its business relationship with the Corporations. The Executive understands that the restrictions set forth in this Section 7(d) are intended to protect the Corporations’ interest in their Confidential Information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. If the Executive chooses not to be bound by the provision of this Section 7(d), then no severance shall be payable under Section 4(b)a competitor. For purposes of this Agreement, Section 13 the term “Competing BusinessRestricted Period” shall mean any financial institution with an office within a 50-mile radius of any office equal twenty four (24) months, commencing as of the Corporations. Notwithstanding date of termination of Executive’s Employment during the foregoing, (1) the Executive may own up to one percent (1%) of the outstanding stock of a publicly held corporation which constitutes or is affiliated with a Competing Business, and (2) the provision term of this Section 7(dAgreement. (b) While employed by Corporation and during the Restricted Period, Executive agrees that Executive shall not apply if the Executive’s employment is terminated within two (2) years after a Change not, in Control of either the Bank or the Corporation. A “Change in Control” of either the Bank or the Corporation shall be deemed to occur upon the consummation of any manner directly (i) solicit by mail, by telephone, by personal meeting, or by any consolidation other means, any customer or merger prospective customer of the Bank Corporation 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 Corporation (including employment with or services to any predecessor or successor entities), to transact business with a person or an entity other than the Corporation or other transaction where its Affiliates or reduce or refrain from doing any business with the shareholders of the Bank Corporation or the Corporation, immediately prior to the consolidation, merger or other transaction, would not, immediately after the consolidation, merger or other transaction, beneficially own (as such term is defined in Rule 13d-3 of the Exchange Act of 1934, as amended), directly or indirectly, shares representing in the aggregate more than 50 percent of the voting shares of the entity issuing cash or securities in the consolidation, merger or other transaction, its Affiliates or (ii) interfere with or damage (or attempt to interfere with or damage) any sale relationship between Corporation or other transfer any of its Affiliates and any such customer or prospective customer, or any shareholder of the Corporation. The term “solicit” as used in this Section 13 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 business of Corporation or any of its Affiliates. (c) While employed by Corporation and during the Restricted Period, Executive agrees that Executive shall not, in one transaction any manner directly solicit any person who is an employee of Corporation or any of its Affiliates to apply for or accept employment or a series business opportunity with any other person or entity. (d) The parties agree that nothing herein shall be construed to limit or negate the common law of transactions contemplated by torts or arranged by any party as a single plantrade secrets where it provides broader protection than that provided herein. (e) If Executive’s Employment is terminated during the term of all or substantially all this Agreement, Executive’s obligations under this Section shall survive termination of the assets of the Bank or Corporationthis Agreement.

Noncompetition and Nonsolicitation. During the (a) In view of Executive’s employment importance to the success of the Corporation, Executive and Corporation agree that the Corporation would likely suffer significant harm from Executive’s competing with Corporation during the Bank Employment and for some period of time thereafter. Accordingly, Executive agrees that Executive shall not engage in competitive activities either: (A) while employed by Corporation; or (B) if Executive’s Employment is terminated during the period that term of this Agreement, during the Restricted Period (as defined below). Executive is entitled shall be deemed to receive severance under Section 4(b)engage in competitive activities if he shall, without the Executive prior written consent of the Corporation, (i) will notin any county in which the Corporation has a branch office, ATM, loan processing center or any other facility, and all contiguous counties, (including the municipalities therein), render services directly or indirectly, whether as owneran employee, partnerofficer, shareholderdirector, consultant, agentadvisor, employee, co-venturer partner or otherwise, engagefor any organization or enterprise which competes directly or indirectly with the business of Corporation or any of its Affiliates in providing financial products or services (including, participatewithout limitation, assist banking, insurance, or invest in any Competing Business (as hereinafter defined); securities products or services) to consumers and businesses, or (ii) will refrain from directly or indirectly employingacquires 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 any county in which the Corporation has a branch office, attempting to employATM, recruiting loan processing center or otherwise solicitingany other facility, inducing and all contiguous counties, (including all municipalities therein) which competes directly or influencing any person to leave employment indirectly with the Corporations business of Corporation or any of its Affiliates in providing financial products or services (other 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 terminations 1 percent of employment any class of subordinate employees undertaken in the course publicly traded securities of the Executive’s employment with the Bank); and (iii) will refrain from soliciting or encouraging any customer or supplier to terminate or otherwise modify adversely its business relationship with the Corporations. The Executive understands that the restrictions set forth in this Section 7(d) are intended to protect the Corporations’ interest in their Confidential Information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. If the Executive chooses not to be bound by the provision of this Section 7(d), then no severance shall be payable under Section 4(b)a competitor. For purposes of this Agreement, Section 13 the term “Competing BusinessRestricted Period” shall mean any financial institution with an office within a 50-mile radius of any office equal twelve (12) months, commencing as of the Corporations. Notwithstanding date of termination of Executive’s Employment during the foregoing, (1) the Executive may own up to one percent (1%) of the outstanding stock of a publicly held corporation which constitutes or is affiliated with a Competing Business, and (2) the provision term of this Section 7(dAgreement. (b) While employed by Corporation and during the Restricted Period, Executive agrees that Executive shall not apply if the Executive’s employment is terminated within two (2) years after a Change not, in Control of either the Bank or the Corporation. A “Change in Control” of either the Bank or the Corporation shall be deemed to occur upon the consummation of any manner directly (i) solicit by mail, by telephone, by personal meeting, or by any consolidation other means, any customer or merger prospective customer of the Bank Corporation 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 Corporation (including employment with or services to any predecessor or successor entities), to transact business with a person or an entity other than the Corporation or other transaction where its Affiliates or reduce or refrain from doing any business with the shareholders of the Bank Corporation or the Corporation, immediately prior to the consolidation, merger or other transaction, would not, immediately after the consolidation, merger or other transaction, beneficially own (as such term is defined in Rule 13d-3 of the Exchange Act of 1934, as amended), directly or indirectly, shares representing in the aggregate more than 50 percent of the voting shares of the entity issuing cash or securities in the consolidation, merger or other transaction, its Affiliates or (ii) interfere with or damage (or attempt to interfere with or damage) any sale relationship between Corporation or other transfer any of its Affiliates and any such customer or prospective customer, or any shareholder of the Corporation. The term “solicit” as used in this Section 13 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 business of Corporation or any of its Affiliates. (c) While employed by Corporation and during the Restricted Period, Executive agrees that Executive shall not, in one transaction any manner directly solicit any person who is an employee of Corporation or any of its Affiliates to apply for or accept employment or a series business opportunity with any other person or entity. (d) The parties agree that nothing herein shall be construed to limit or negate the common law of transactions contemplated by torts or arranged by any party as a single plantrade secrets where it provides broader protection than that provided herein. (e) If Executive’s Employment is terminated during the term of all or substantially all this Agreement, Executive’s obligations under this Section shall survive termination of the assets of the Bank or Corporationthis Agreement.

Noncompetition and Nonsolicitation. (a) During the Executive’s employment with the Bank Company and for continuing through the period that later of (i) seven (7) years after the Closing Date of the transactions contemplated by the Purchase Agreement and (ii) eighteen (18) months after the Executive is entitled ceases to receive severance under Section 4(bserve on the Board or otherwise provide any services to the Company (individually and collectively (i) and (ii) are referred to as the “Restricted Period”), the Executive (iA) will not, directly or indirectly, whether as owner, partner, shareholder, consultant, agent, employee, co-venturer or otherwise, engage, participate, assist or invest or actively prepare to engage, participate, assist or invest in that part of any entity or enterprise that is engaged in a Competing Business (as hereinafter defined); (iiB) will refrain from directly or indirectly employing, attempting to employ, recruiting recruiting, hiring or otherwise soliciting, inducing or influencing any person to leave employment with the Corporations (other than terminations Company or any of employment of subordinate employees undertaken in the course of the Executive’s employment with the Bank)its affiliates; and (iiiC) will refrain from soliciting or encouraging any customer customer, supplier, consultant or supplier vendor to terminate or otherwise modify adversely its business relationship with the CorporationsCompany or any of its affiliates. The Executive understands that the restrictions set forth in this Section 7(d) 8 are intended to protect the Corporations’ Company’s interest in their its Confidential Information Information, goodwill and established employee, customer customer, supplier, consultant and supplier vendor relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. If The Executive also acknowledges and agrees that the Executive chooses is a Seller as defined in the Purchase Agreement and absent Executive’s agreement to and compliance with the restrictions set forth in this Section 8, the Purchaser would not to be bound have entered into the transactions contemplated by the provision of this Section 7(d), then no severance shall be payable under Section 4(b). Purchase Agreement. (b) For purposes of this Agreement, the term “Competing Business” shall mean any financial institution with an office within a 50-mile radius of any office of the Corporations. Notwithstanding the foregoing, (1) the Executive may own up to one percent (1%) of the outstanding stock of a publicly held corporation which constitutes or is affiliated with a Competing Business, and (2) the provision of this Section 7(d) shall not apply if the Executive’s employment is terminated within two (2) years after a Change in Control of either the Bank or the Corporation. A “Change in Control” of either the Bank or the Corporation shall be deemed to occur upon the consummation of (i) any consolidation business engaged in manufacturing, producing, distributing, marketing, selling or merger of the Bank purchasing popcorn or the Corporation or other transaction where the shareholders of the Bank or the Corporation, immediately prior to the consolidation, merger or other transaction, would not, immediately after the consolidation, merger or other transaction, beneficially own (as such term is defined in Rule 13d-3 of the Exchange Act of 1934, as amended), directly or indirectly, shares representing in the aggregate more than 50 percent of the voting shares of the entity issuing cash or securities in the consolidation, merger or other transaction, or popcorn-related products; (ii) any sale other business carried on by the Company and/or its affiliates during the period of Executive’s continued employment with the Company, service on the Board, or other transfer such service affiliation (irrespective of whether such business is carried on by the Company and/or any of its affiliates as of the Effective Date); and (iii) any business in one transaction an active phase of development at the Company and/or any of its affiliates during the period of Executive’s continued employment with the Company, service on the Board, or other such service affiliation (irrespective of whether such business is carried on by the Company and or any of its affiliates as of the Effective Date); provided, however, that Competing Business shall not include (i) any business unrelated to popcorn in which the Executive as of the Effective Date holds a series passive investment interest (i.e. no involvement whatsoever in the management or operation of transactions contemplated the business, including no involvement with or position on the board of directors of such business); and (ii) any business unrelated to popcorn in which the Executive after the Effective Date invests and which at the time of the Executive’s investment was not a business covered by Section 8(b)(ii) or arranged 8(b)(iii) of this Agreement but which during the period of Executive’s continued employment with the Company, service on the Board, or other service affiliation becomes a business covered by any party Section 8(b)(ii) or 8(b)(iii) of this Agreement (a “Permitted Passive Investment”); provided, however, that as a single plancondition of a Permitted Passive Investment being excluded from the definition of Competing Business, the Executive must within ten (10) of all or substantially all days of the assets investment becoming a Permitted Passive Investment, cease to have any relationship with or involvement in the Permitted Passive Investment other than as a passive investor (i.e. no involvement whatsoever in the management or operation of the Bank business, including no involvement with or Corporationposition on the board of directors of such business).

Noncompetition and Nonsolicitation. 4.1 During the Executive’s Term and for one year after the end of the Term, I will not induce, or attempt to induce, any employee or independent contractor of the Company to cease such employment or relationship to engage in, be employed by, perform services for, participate in the ownership, management, control or operation of, or otherwise be connected with, either directly or indirectly, any business other than the Company. 4.2 During the Term and for one year after the end of the Term, I agree (except on behalf of or with the Bank and for prior written consent of the period Company) that the Executive is entitled to receive severance under Section 4(b), the Executive (i) I will not, directly or indirectlyindirectly (a) solicit, whether as ownerdivert, partner, shareholder, consultant, agent, employee, co-venturer appropriate to or otherwise, engage, participate, assist or invest in accept on behalf of any Competing Business Business, or (as hereinafter defined); (iib) will refrain attempt to solicit, divert, appropriate to or accept on behalf of any Competing Business, any business from directly any customer or indirectly employingactively sought prospective customer of the Company with whom I have dealt, attempting to employ, recruiting or otherwise soliciting, inducing or influencing any person to leave employment whose dealings with the Corporations (other than terminations of employment of subordinate employees undertaken Company have been supervised by me or about whom I have acquired Confidential Information in the course of my employment. 4.3 During the Executive’s employment with Term and for one year after the Bank); and (iii) end of the Term, I will refrain from soliciting not engage in, be employed by, perform services for, participate in the ownership, management, control or encouraging any customer or supplier to terminate operation of, or otherwise modify adversely its business relationship with the Corporations. The Executive understands that the restrictions set forth in this Section 7(d) are intended to protect the Corporations’ interest in their Confidential Information and established employeebe connected with, customer and supplier relationships and goodwilleither directly or indirectly, and agrees that such restrictions are reasonable and appropriate for this purpose. If the Executive chooses not to be bound by the provision of this Section 7(d), then no severance shall be payable under Section 4(b)any Competing Business. For purposes of this Agreementparagraph, the term “I will not be considered to be connected with any Competing Business” shall mean any financial institution with an office within a 50-mile radius Business solely on account of: my ownership of any office of the Corporations. Notwithstanding the foregoing, (1) the Executive may own up to one less than five percent (1%) of the outstanding capital stock of a publicly held corporation which constitutes or is affiliated with a other equity interests in any Person carrying on the Competing Business. I agree that this restriction is reasonable, but further agree that should a court exercising jurisdiction with respect to this Agreement find any such restriction invalid or unenforceable due to unreasonableness, either in period of time, geographical area, or otherwise, then in that event, such restriction is to be interpreted and (2) enforced to the provision maximum extent which such court deems reasonable. The Company, in its sole discretion, may determine to waive the noncompetition provisions of this Section 7(d) 4.3. Any such waiver shall not apply if constitute a waiver of any noncompetition or forfeiture provisions of any other agreement between the Executive’s employment is terminated within two (2) years after a Change in Control of either the Bank or the Corporation. A “Change in Control” of either the Bank or the Corporation shall be deemed to occur upon the consummation of (i) any consolidation or merger of the Bank or the Corporation or other transaction where the shareholders of the Bank or the Corporation, immediately prior to the consolidation, merger or other transaction, would not, immediately after the consolidation, merger or other transaction, beneficially own (as such term is defined in Rule 13d-3 of the Exchange Act of 1934, as amended), directly or indirectly, shares representing in the aggregate more than 50 percent of the voting shares of the entity issuing cash or securities in the consolidation, merger or other transaction, or (ii) any sale or other transfer (in one transaction or a series of transactions contemplated by or arranged by any party as a single plan) of all or substantially all of the assets of the Bank or CorporationCompany and me.

Noncompetition and Nonsolicitation. During the period of the Executive’s 's employment with by the Bank Employers and for 12 months (18 months in the period that the Executive is entitled event of a termination of employment following a Change in Control pursuant to receive severance under Section 4(b4(f)(vii)) thereafter, the Executive (i) will not, directly or indirectly, whether as owner, partner, shareholder, consultant, agent, employee, co-venturer or otherwise, engage, participate, assist or invest in any Competing Business (as hereinafter defined); (ii) will refrain from directly or indirectly employing, attempting to employ, recruiting or otherwise soliciting, inducing or influencing any person to leave employment with the Corporations Employers (other than terminations of employment of subordinate employees undertaken in the course of the Executive’s 's employment with the BankEmployers); and (iii) will refrain from soliciting or encouraging any customer or supplier to terminate or otherwise modify adversely its business relationship with the CorporationsEmployers. The Executive understands that the restrictions set forth in this Section 7(d) are intended to protect the Corporations’ Employers' interest in their Confidential Information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. If the Executive chooses not to be bound by the provision of this Section 7(d), then no severance shall be payable under Section 4(b). For purposes of this Agreement, the term “"Competing Business” " shall mean a business conducted anywhere in any financial institution with an office town in which the Bank has a branch or any town contiguous thereto or within a 50-mile radius of the Employers' headquarters which is competitive with any office business which the Employers or any of their affiliates conducts or proposes to conduct at any time during the employment of the CorporationsExecutive. Notwithstanding the foregoing, (1) the Executive may own up to one 1 percent (1%) of the outstanding stock of a publicly held corporation which constitutes or is affiliated with a Competing Business, and (2) the provision of this Section 7(d) shall not apply if the Executive’s employment is terminated within two (2) years after a Change in Control of either the Bank or the Corporation. A “Change in Control” of either the Bank or the Corporation shall be deemed to occur upon the consummation of (i) any consolidation or merger of the Bank or the Corporation or other transaction where the shareholders of the Bank or the Corporation, immediately prior to the consolidation, merger or other transaction, would not, immediately after the consolidation, merger or other transaction, beneficially own (as such term is defined in Rule 13d-3 of the Exchange Act of 1934, as amended), directly or indirectly, shares representing in the aggregate more than 50 percent of the voting shares of the entity issuing cash or securities in the consolidation, merger or other transaction, or (ii) any sale or other transfer (in one transaction or a series of transactions contemplated by or arranged by any party as a single plan) of all or substantially all of the assets of the Bank or Corporation.

Noncompetition and Nonsolicitation. A. During the Term of Agreement, and for a period of 12 months after the date the Executive’s employment with the Bank and for the period that the Executive is entitled to receive severance under Section 4(b)terminates, the Executive (i) will shall not, without the prior approval of the Board, in the same or a similar capacity, engage in or invest in, or aid or assist anyone else in the conduct of any business which directly competes with the business of the Company and its subsidiaries and Affiliates as conducted during the term hereof. In any court of competent jurisdiction shall determine that any of the provisions of this Section 7 shall not be enforceable because of the duration or scope thereof, the parties hereto agree that said court shall have the power to reduce the duration and scope of such provision to the extent necessary to make it enforceable and this Agreement in its reduced form shall be valid and enforceable to the extent permitted by law; and B. During the Term of Agreement and for a period of 12 months after the date the Executive’s employment terminates, Executive shall not attempt, directly or indirectly, whether as owner, partner, shareholder, consultant, agent, employee, co-venturer or otherwise, engage, participate, assist or invest in to induce any Competing Business (as hereinafter defined); (ii) will refrain from directly or indirectly employing, attempting to employ, recruiting or otherwise soliciting, inducing or influencing any person to leave employment with the Corporations (other than terminations of employment of subordinate employees undertaken in the course employee of the Executive’s employment with the Bank); and (iii) will refrain from soliciting Company, or encouraging any customer subsidiary or supplier to terminate or otherwise modify adversely its business relationship with the Corporations. The Executive understands that the restrictions set forth in this Section 7(d) are intended to protect the Corporations’ interest in their Confidential Information and established employeeany Affiliate thereof, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. If the Executive chooses not to be bound by employed or perform services elsewhere. C. Subject to the provision provisions of this Section 7(dSections 7(A), then no severance shall be payable under Section 4(b). For purposes 7(B) and 7(D) and notwithstanding any other provisions of this Agreement, any and all payments (except those made from Company-sponsored tax-qualified pension or welfare plans), benefits or other entitlements to which the term “Competing Business” shall mean any financial institution Executive may be eligible in accordance with an office within a 50-mile radius of any office the terms hereof, may be forfeited, whether or not in pay status, at the discretion of the CorporationsCompany, if the Executive breaches the provisions as set forth in Section 7(A) or 7(B). Notwithstanding The payments, benefits and other entitlements hereunder are being made in part in consideration of the foregoingobligations of this Section 7 and in particular the post-employment payments, benefits and other entitlements are being made in consideration of, and dependent upon, compliance with this Section 7. D. Anything in Section 7(C) to the contrary notwithstanding, no forfeiture or cancellation shall take place with respect to any payments, benefits or entitlements hereunder or under any other award agreement, plan or practice unless the Company shall have first given the Executive written notice of its intent to so forfeit, or cancel or pay out and Executive has not, within 30 calendar days of giving such notice, ceased such unpermitted activity, provided that the foregoing prior notice procedure shall not be required with respect to: (1) An activity which the Executive may own up to initiated after the Company had informed the Executive in writing that it believed such activity violated Section 7(A) or 7(B); (2) Any competitive activity regarding products or services which are part of a line of business which represents more than 5% of the Company’s consolidated gross revenues for its most recent completed fiscal year at the time the competitive activity commences. E. Nothing in this Section 7 shall prohibit the Executive from being a passive owner of not more than one percent (1%) of the outstanding common stock, capital stock and equity of a publicly held any firm, corporation which constitutes or is affiliated with a Competing Business, and (2) enterprise so long as the provision of this Section 7(d) shall not apply if the Executive’s employment is terminated within two (2) years after a Change in Control of either the Bank or the Corporation. A “Change in Control” of either the Bank or the Corporation shall be deemed to occur upon the consummation of (i) any consolidation or merger of the Bank or the Corporation or other transaction where the shareholders of the Bank or the Corporation, immediately prior to the consolidation, merger or other transaction, would not, immediately after the consolidation, merger or other transaction, beneficially own (as such term is defined in Rule 13d-3 of the Exchange Act of 1934, as amended), directly or indirectly, shares representing Executive has no active participation in the aggregate more than 50 percent management of the voting shares business of the entity issuing cash such firm, corporation or securities in the consolidation, merger or other transaction, or (ii) any sale or other transfer (in one transaction or a series of transactions contemplated by or arranged by any party as a single plan) of all or substantially all of the assets of the Bank or Corporationenterprise.

Noncompetition and Nonsolicitation. During Term and for a period of two (2) years following the effective date of the termination of Executive’s employment with by the Bank and for Company or another member of the period that the Executive is entitled to receive severance under Section 4(b)Company Group, the Executive (i) will not, directly or indirectly, whether as owner, partner, shareholder, consultant, agent, employee, co-venturer or otherwise, engage, participate, assist or invest in any Competing Business (as hereinafter defined)) or otherwise engage in any activity that competes with the business of the Company or any other member of the Company Group; (ii) will refrain from directly or indirectly employing, attempting to employ, recruiting or otherwise soliciting, inducing or influencing any person person, then employed by or employed within the twelve (12) months prior to such solicitation or attempt to employ (a “Company Employee”), to leave employment with the Corporations (Company or any other than terminations of employment of subordinate employees undertaken in the course member of the Executive’s employment with the Bank)Company Group; and (iii) will refrain from contacting, soliciting or encouraging any customer or supplier of the Company Group to terminate or otherwise modify adversely its business relationship with such member of the CorporationsCompany Group. The Executive understands that the restrictions set forth in this Section 7(d9(d) are intended to protect the Corporations’ interest of the Company Group in their its Confidential Information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. If the Executive chooses not to be bound by the provision of this Section 7(d), then no severance shall be payable under Section 4(b). For purposes of this Agreement, the term “Competing Business” shall mean any financial institution business conducted anywhere in the world which is competitive with an office within a 50-mile radius of any office business which the Company or any member of the CorporationsCompany Group conducts or proposes to conduct at any time during the Term. Notwithstanding The provisions of this Section 9(d) shall not apply to passive investments in any mutual funds that may have investments in a Competing Business or in any enterprise the foregoing, (1) the Executive may own up to shares of which are publicly traded if such investment in such enterprise constitutes less than one percent (1%) of the outstanding stock equity of a publicly held corporation which constitutes or is affiliated with a Competing Business, and (2) the provision of this Section 7(d) shall not apply if the Executive’s employment is terminated within two (2) years after a Change in Control of either the Bank or the Corporation. A “Change in Control” of either the Bank or the Corporation shall be deemed to occur upon the consummation of (i) any consolidation or merger of the Bank or the Corporation or other transaction where the shareholders of the Bank or the Corporation, immediately prior to the consolidation, merger or other transaction, would not, immediately after the consolidation, merger or other transaction, beneficially own (as such term is defined in Rule 13d-3 of the Exchange Act of 1934, as amended), directly or indirectly, shares representing in the aggregate more than 50 percent of the voting shares of the entity issuing cash or securities in the consolidation, merger or other transaction, or (ii) any sale or other transfer (in one transaction or a series of transactions contemplated by or arranged by any party as a single plan) of all or substantially all of the assets of the Bank or Corporationenterprise.

Noncompetition and Nonsolicitation. During (a) In view of Executive's importance to the success of the Corporation, Executive and Corporation agree that the Corporation would likely suffer significant harm from Executive’s employment 's competing with Corporation during the Bank Employment and for some period of time thereafter. Accordingly, Executive agrees that Executive shall not engage in competitive activities (except in Marginal Business Areas, as defined in Section 13(e)) either: (A) while employed by Corporation; or (B) if Executive's Employment is terminated during the period that term of this Agreement, during the Restricted -9- Period (as defined below). Executive is entitled shall be deemed to receive severance under Section 4(b)engage in competitive activities if he shall, without the Executive prior written consent of the Corporation, (i) will notin Branch County, Michigan, or in any county contiguous thereto (including the municipalities therein), render services directly or indirectly, whether as owneran employee, partnerofficer, shareholderdirector, consultant, agentadvisor, employee, co-venturer partner or otherwise, engagefor any organization or enterprise which competes directly or indirectly with the business of Corporation or any of its Affiliates in providing financial products or services (including, participatewithout limitation, assist banking, insurance, or invest in any Competing Business (as hereinafter defined); securities products or services) to consumers and businesses, or (ii) will refrain from directly or indirectly employingacquires 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 Branch County, attempting to employMichigan, recruiting or otherwise soliciting, inducing any of the counties contiguous thereto (including all municipalities) which competes directly or influencing any person to leave employment indirectly with the Corporations business of Corporation or any of its Affiliates in providing financial products or services (other 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 terminations 1 percent of employment any class of subordinate employees undertaken in the course of the Executive’s employment with the Bank); and (iii) will refrain from soliciting or encouraging any customer or supplier to terminate or otherwise modify adversely its business relationship with the Corporations. The Executive understands that the restrictions set forth in this Section 7(d) are intended to protect the Corporations’ interest in their Confidential Information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. If the Executive chooses not to be bound by the provision of this Section 7(d), then no severance shall be payable under Section 4(b)publicly traded securities. For purposes of this Section 13 the term "Restricted Period" shall equal one (1) year, commencing as of the date of termination of Executive's Employment during the term of this Agreement. (b) While employed by Corporation and for a period of one (1) year following any termination of Executive's Employment during the term of this Agreement, Executive agrees that Executive shall not, in any manner directly (i) solicit by mail, by telephone, by personal meeting, or by any other means, any customer or prospective customer of Corporation 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 Corporation (including employment with or services to any predecessor or successor entities), to transact business with a person or an entity other than the Corporation or its Affiliates or reduce or refrain from doing any business with the Corporation or its Affiliates or (ii) interfere with or damage (or attempt to interfere with or damage) any relationship between Corporation or any of its Affiliates and any such customer or prospective customer, or any shareholder of the Corporation. The term "solicit" as used in this Section 13 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 business of Corporation or any of its Affiliates. (c) While employed by Corporation and for a period of one (1) year following any termination of Executive's Employment during the term “Competing Business” of this Agreement, Executive agrees that Executive shall mean not, in any financial institution manner directly solicit any person who is an employee of Corporation or any of its Affiliates to apply for or accept employment or a business opportunity with an office within any other person or entity. (d) The parties agree that nothing herein shall be construed to limit or negate that common law of torts or trade secrets where it provides broader protection than that provided herein. -10- (e) Activities by Executive that would otherwise violate Section 13(a) will not be considered a 50-mile radius violation of this Agreement if such activities are conducted only with regard to a Marginal Business Area, defined as a line of business (other than banking) engaged in by the Corporation or any office of its Affiliates but which represents less than 5% of the Corporations. consolidated non-interest income of the Corporation and its Affiliates. (f) Notwithstanding the foregoing, (1) the Executive may own up to one percent (1%) of the outstanding stock of a publicly held corporation which constitutes or is affiliated with a Competing Business, and (2) the provision of this Section 7(d) 13 shall not apply after termination of the Employment if Executive is entitled to the Cash Payment under Section 7. (g) If Executive's Employment is terminated during the term of this Agreement, the Executive’s employment is terminated within two (2) years after a Change in Control 's obligations under this Section shall survive termination of either the Bank or the Corporation. A “Change in Control” of either the Bank or the Corporation shall be deemed to occur upon the consummation of (i) any consolidation or merger of the Bank or the Corporation or other transaction where the shareholders of the Bank or the Corporation, immediately prior to the consolidation, merger or other transaction, would not, immediately after the consolidation, merger or other transaction, beneficially own (as such term is defined in Rule 13d-3 of the Exchange Act of 1934, as amended), directly or indirectly, shares representing in the aggregate more than 50 percent of the voting shares of the entity issuing cash or securities in the consolidation, merger or other transaction, or (ii) any sale or other transfer (in one transaction or a series of transactions contemplated by or arranged by any party as a single plan) of all or substantially all of the assets of the Bank or Corporationthis Agreement.

Noncompetition and Nonsolicitation. During the Executive’s employment with the Bank Term and for a period of 12 calendar months after the period that termination of the Executive is entitled to receive severance under Section 4(bExecutive's employment (the "Non-compete Period"), the Executive (i) will shall not, directly or indirectly, whether either as owner, partner, shareholder, consultanta principal, agent, employee, co-venturer employer, stockholder, partner or otherwise, engage, participate, assist or invest in any Competing Business other capacity whatsoever: (as hereinafter defined); (iia) will refrain from directly engage or indirectly employingassist others engaged, attempting in whole or in part, in any business which is engaged in a business or enterprise that is substantially similar to employand in competition with the business of the Company that the Company was engaged in, recruiting or otherwise solicitinga planned business of the Company that had been proposed in writing to senior officers of the Company or the Board and had not been rejected by the Company or the Board, inducing or influencing any person to leave during the period of the Executive's employment with the Corporations Company; or (b) without the prior consent of the Board, employ or solicit the employment of, or assist others in employing or soliciting the employment of, any individual employed by the Company (other than terminations of employment of subordinate employees undertaken in the course of the Executive’s employment with 's personal assistant or Executive's secretary) at any time while the Bank)Executive was also so employed; and (iii) will refrain from soliciting or encouraging any customer or supplier to terminate or otherwise modify adversely its business relationship with the Corporations. The Executive understands provided, however, that the restrictions set forth in this Section 7(d) are intended to protect the Corporations’ interest in their Confidential Information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. If the Executive chooses not to be bound by the provision provisions of this Section 7(d), then no severance 12 shall be payable under Section 4(b)not apply in the event the Company materially breaches this Agreement. For purposes of this Section 12, a business shall be in competition with the Company only if a significant portion of its business is to originate mortgage loans to or purchase real estate from and lease such real estate back to operators of single-tenant retail, distribution or service companies in the United States. Notwithstanding any other provision of this Agreement, in the term “Competing Business” event the Executive's employment is terminated "For Cause," the Non-Compete Period shall mean be 12 calendar months. Nothing in this Section 12 shall impede, restrict or otherwise interfere with the Executive's management and operation of the Excluded Businesses. Further, nothing in this Section 12 shall prohibit Executive from making any financial institution with an office within passive investment in a 50-mile radius public company, or where he is the owner of 5% or less of the issued and outstanding voting securities of any office entity, provided such ownership does not result in his being obligated or required to devote any managerial efforts. The Executive agrees that the restraints imposed upon his pursuant to this Section 12 are necessary for the reasonable and proper protection of the Corporations. Notwithstanding the foregoingCompany and its subsidiaries and affiliates, (1) the Executive may own up to and that each and every one percent (1%) of the outstanding stock restraints is reasonable in respect to subject matter, length of a publicly held corporation which constitutes or is affiliated with a Competing Businesstime and geographic area. The parties further agree that, and (2) in the event that any provision of this Section 7(d) 12 shall not apply if the Executive’s employment is terminated within two (2) years after be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a Change in Control time, too large a geographic area or too great a range of either the Bank or the Corporation. A “Change in Control” of either the Bank or the Corporation activities, such provision shall be deemed to occur upon the consummation of (i) any consolidation or merger of the Bank or the Corporation or other transaction where the shareholders of the Bank or the Corporation, immediately prior be modified to permit its enforcement to the consolidation, merger or other transaction, would not, immediately after the consolidation, merger or other transaction, beneficially own (as such term is defined in Rule 13d-3 of the Exchange Act of 1934, as amended), directly or indirectly, shares representing in the aggregate more than 50 percent of the voting shares of the entity issuing cash or securities in the consolidation, merger or other transaction, or (ii) any sale or other transfer (in one transaction or a series of transactions contemplated maximum extent permitted by or arranged by any party as a single plan) of all or substantially all of the assets of the Bank or Corporationlaw.

Noncompetition and Nonsolicitation. During the Executive’s your employment with the Bank Company and for 24 months thereafter (such 24 month period referred to herein as the period that the Executive is entitled to receive severance under Section 4(b“Non Compete Period”), regardless of the Executive reason for the termination, you will not (i) will not, directly or indirectly, whether as owner, partner, shareholder, consultant, agent, employee, co-venturer or otherwise, engage, participate, assist or invest in any Competing Business (as hereinafter defined); (ii) will refrain from solicit, entice, attempt to persuade any other employee or consultant of the Company to leave the Company’s employment for any reason or otherwise participate in or facilitate the hire, directly or indirectly employingthrough another entity, attempting to employ, recruiting or otherwise soliciting, inducing or influencing of any person who is employed or engaged by the Company, provided, however, that the restriction in this sub-section (ii) shall not apply to leave employment with (a) persons hired via general advertisements and other similar broad forms of solicitation (including through the Corporations (other than terminations use of employment of subordinate employees undertaken in the course of the Executive’s agencies) or (b) persons who affirmatively seek employment with the Bank)through no solicitation or enticement on your part; and or (iii) will refrain from soliciting solicit or encouraging encourage any customer or supplier to terminate or otherwise modify adversely its business relationship with the CorporationsCompany. The Executive understands You understand that the restrictions set forth in this Section 7(d) 4.D are intended to protect the Corporations’ Company’s interest in their its Confidential Information and established employee, customer employee and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. If the Executive chooses not to be bound by the provision of this Section 7(d), then no severance shall be payable under Section 4(b). For purposes of this Agreement, the term “Competing Business” shall mean a business conducted anywhere in the world where the Company conducts business which is competitive with any financial institution with an office within a 50business which the Company or any of its affiliates conducts or proposes to conduct at any time during your employment to the extent you were aware of such plans, including, but in no way limited to any internet-mile radius of any office of the Corporationsbased retail business focused on home-related products. Notwithstanding the foregoing, (1a) the Executive you may own up to one two percent (12%) of the outstanding stock of a publicly held corporation which constitutes or is affiliated with a Competing Business (b) you may invest in early stage e-commerce entities and investment funds which hold equity interests in a Competing Business, provided, however, that the aggregate amount of any such investment in any such early stage e-commerce entity shall not exceed $500,000 and your aggregate direct and indirect equity interest in any such entity shall at no time exceed ten percent (10%); and (2c) the provision of this Section 7(d) shall you may invest in venture capital, private equity, mutual or similar investment funds that invest in Competing Businesses, provided, that you do not apply if the Executive’s employment is terminated within two (2) years after a Change in Control of either the Bank or the Corporation. A “Change in Control” of either the Bank or the Corporation shall be deemed to occur upon the consummation of (i) control any consolidation or merger of the Bank or the Corporation or other transaction where the shareholders of the Bank or the Corporation, immediately prior to the consolidation, merger or other transaction, would not, immediately after the consolidation, merger or other transaction, beneficially own (as such term is defined in Rule 13d-3 of the Exchange Act of 1934, as amended), directly or indirectly, shares representing fund and are not otherwise involved in the aggregate more than 50 percent investment decision process of the voting shares of the entity issuing cash or securities in the consolidation, merger or other transaction, or (ii) any sale or other transfer (in one transaction or a series of transactions contemplated by or arranged by any party as a single plan) of all or substantially all of the assets of the Bank or Corporationsuch fund.

Noncompetition and Nonsolicitation. During the Executive’s employment with Employment Period and until the Bank and for end of the period that the Executive is entitled to receive severance under Section 4(bRestricted Period (as defined below), the Executive (i) agrees that the Executive will not, directly or indirectly, whether on the Executive's own behalf or as a partner, owner, partnerofficer, shareholderdirector, consultantstockholder, agentmember, employee, co-venturer agent or otherwise, engage, participate, assist consultant of any other Person within the United States of America or invest in any Competing Business (other country or territory in which the businesses of the Company are conducted: o own, manage, operate, control, be employed by, provide services as hereinafter defined); (ii) will refrain from directly a consultant to, or indirectly employingparticipate in the ownership, attempting to employmanagement, recruiting operation, or control of, any enterprise that engages in, owns or operates businesses that market, sell, distribute, manufacture or otherwise soliciting, inducing or influencing any person to leave employment with the Corporations (other than terminations of employment of subordinate employees undertaken are involved in the course of the Executive’s employment with the Bank); and (iii) will refrain from soliciting or encouraging any customer or supplier to terminate nutritional supplements industry. o solicit, hire, or otherwise modify adversely its attempt to establish for any Person, any employment, agency, consulting or other business relationship with the Corporations. The Executive understands that the restrictions set forth in this Section 7(d) are intended to protect the Corporations’ interest in their Confidential Information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. If the Executive chooses not to be bound by the provision of this Section 7(d), then no severance shall be payable under Section 4(b). For purposes of this Agreement, the term “Competing Business” shall mean any financial institution with Person who is or was an office within a 50-mile radius of any office employee of the CorporationsCompany or any of its Affiliates. Notwithstanding the foregoingo The parties hereto acknowledge and agree that, notwithstanding anything in Section 5.2(a) hereof, (1x) the Executive may own up or hold, solely as passive investments, securities of Persons engaged in any business that would otherwise be included in Section 5.2(a) as long as with respect to one each such investment, the securities held by the Executive do not exceed five percent (15%) of the outstanding stock securities of a such Person and, such securities are publicly held corporation which constitutes or is affiliated with a Competing Business, traded and (2) the provision of this registered under Section 7(d) shall not apply if the Executive’s employment is terminated within two (2) years after a Change in Control of either the Bank or the Corporation. A “Change in Control” of either the Bank or the Corporation shall be deemed to occur upon the consummation of (i) any consolidation or merger 12 of the Bank or the Corporation or other transaction where the shareholders of the Bank or the Corporation, immediately prior to the consolidation, merger or other transaction, would not, immediately after the consolidation, merger or other transaction, beneficially own (as such term is defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amendedamended (the "Exchange Act"); and (y) the Executive may serve on the board of directors (or other comparable position) or as an officer of any entity at the request of the Board; provided, however, that in the case of investments otherwise permitted under clause (x) above, the Executive shall not be permitted to, directly or indirectly, shares representing participate in, or attempt to influence, the management, direction or policies of (other than through the exercise of any voting rights held by the Executive in the aggregate more than 50 percent connection with such securities), or lend his name to, any such Person. o The Executive acknowledges and agrees that, for purposes of the voting shares of the entity issuing cash or securities in the consolidationthis Section 5.2, merger an act by his spouse, ancestor, lineal descendant, lineal descendant's spouse, sibling, or other transaction, or (ii) any sale or other transfer (in one transaction or a series member of transactions contemplated his immediate family will be treated as an indirect act by or arranged by any party as a single plan) of all or substantially all of the assets of the Bank or CorporationExecutive.

Noncompetition and Nonsolicitation. During the Executive’s employment with the Bank Employer and for the period that the Executive is entitled to receive severance under Section 4(b)one (1) year thereafter, the Executive (i) will not, directly or indirectly, whether as owner, partner, shareholder, consultant, agent, employee, co-venturer or otherwise, engage, participate, assist or invest in any Competing Business (as hereinafter defined); , (ii) will refrain from directly or indirectly employing, attempting to employ, recruiting or otherwise soliciting, inducing or influencing any person to leave employment with the Corporations Employer (other than terminations of employment of subordinate employees undertaken in the course of the Executive’s employment with the BankEmployer); and (iii) will refrain from soliciting or encouraging any customer or supplier to terminate or otherwise modify adversely its business relationship with the CorporationsEmployer. The Executive understands that the restrictions set forth in this Section 7(d) 8 are intended to protect the Corporations’ Employer’s interest in their its Confidential Information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. If the Executive chooses not to be bound by the provision of this Section 7(d), then no severance shall be payable under Section 4(b). For purposes of this Agreement, the term “Competing Business” shall mean any financial institution with an office a business which consists of operating specialty HIV pharmacies anywhere within a 50-mile radius of any office of the CorporationsUnited States. Notwithstanding the foregoing, (1) the Executive may own up to one percent (1%) of the outstanding stock of a publicly publicly-held corporation which constitutes or is affiliated with a Competing Business. The Employer may extend the period of noncompetition and nonsolicitation for an additional period not exceeding one (1) year, provided that it extends and (2) pays Termination Benefits to the provision Executive for the duration of this Section 7(d) shall not apply if the extension. Notwithstanding the foregoing, the Executive’s employment is terminated within two (2obligations under Section 8(d)(i) years after a Change in Control shall terminate and be of either the Bank no further force or the Corporation. A “Change in Control” of either the Bank or the Corporation shall be deemed to occur effect upon the consummation of (i) any consolidation or merger termination of the Bank or the Corporation or other transaction where the shareholders Executive’s Employment under any of the Bank or the Corporation, immediately prior to the consolidation, merger or other transaction, would not, immediately after the consolidation, merger or other transaction, beneficially own (as such term is defined circumstances described in Rule 13d-3 of the Exchange Act of 1934, as amendedSection 6(b), directly or indirectly, shares representing in the aggregate more than 50 percent of the voting shares of the entity issuing cash or securities in the consolidation, merger or other transaction, or (ii) any sale or other transfer (in one transaction or a series of transactions contemplated by or arranged by any party as a single plan) of all or substantially all of the assets of the Bank or Corporation.

Noncompetition and Nonsolicitation. During (a) Executive acknowledges that the services Executive are to render to the Company are of a special and unusual character, with a unique value to the Company, the loss of which cannot adequately be compensated by damages or an action at law. In view of the unique value to the Company, its Subsidiaries and Affiliates (collectively, the “Group”) of the services of Executive for which the Company has contracted hereunder, because of the confidential information to be obtained by, or disclosed to, Executive as herein above set forth, Executive covenants and agrees that during Executive’s employment with and during the Bank and for the period that the “Non-Competition Period,” as defined below, Executive is entitled to receive severance under Section 4(b), the Executive (i) will shall not, directly or indirectly, enter into the employment of, tender consulting or other services to, acquire any interest in (whether for Executive’s own account as owneran individual proprietor, or as a partner, shareholderassociate, consultantstockholder, agentofficer, employeedirector, co-venturer trustee or otherwise), engage, participate, assist or invest otherwise participate in any Competing Business business that competes, directly or indirectly, with any member of the Group (as hereinafter defined)i) in the same lines of business in the business process outsourcing industry that the members of the Group are engaged in at the time Executive’s employment is terminated, or if Executive is an employee of any member of the Group, at the time Executive is accused of being in competition with any of the Group pursuant to this Agreement; (ii) will refrain from directly or indirectly employing, attempting to employ, recruiting or otherwise soliciting, inducing or influencing any person to leave employment with the Corporations (other than terminations of employment of subordinate employees undertaken in the course provision of the business processes provided by the Group at the time Executive’s employment is terminated, or if Executive is an employee of any member of the Group, at the time Executive is accused of being in competition with any member of the Group pursuant to this Agreement; (iii) in the provision of business processes that any of the Group has taken substantial steps to provide to customers at the time Executive’s employment is terminated, or if Executive is an employee of any of the Group, at the time Executive is accused of being in competition with any of the Group pursuant to this Agreement; or (iv) in the provision of business processes that any of the Group are in the process of marketing to existing or potential clients that any of the Group are taking measures to retain as clients of the Group, at the time Executive’s employment is terminated, or if Executive are an employee of any of the Group, at the time Executive is accused of being in competition with any of the Group pursuant to this Agreement, during Executive’s employment with the BankGroup. Executive and the Company acknowledge that clauses (ii); and , (iii) will refrain from soliciting and (iv) in the immediately preceding sentence shall not be deemed or encouraging any customer or supplier interpreted to terminate narrow or otherwise modify adversely its business relationship with limit the Corporations. The Executive understands that the restrictions set forth in this Section 7(dscope of clause (i) are intended to protect the Corporations’ interest in their Confidential Information and established employee, customer and supplier relationships and goodwill, and agrees that of such restrictions are reasonable and appropriate for this purpose. If the Executive chooses not to be bound by the provision of this Section 7(d), then no severance shall be payable under Section 4(b)sentence. For purposes of this Agreement, the term “Competing BusinessNon-Competition Period” shall mean be the one year period following Executive’s termination of employment for any financial institution with an office within a 50-mile radius of any office of the Corporationsreason. Notwithstanding the foregoing, nothing in this Agreement shall prevent (1A) the purchase or ownership by Executive may own of up to one two percent (12%) in the aggregate of any class of securities of any entity if such securities (i) are listed on a national securities exchange or (ii) are registered under Section 12(g) of the outstanding stock of a publicly held corporation which constitutes or is affiliated with a Competing Business, and (2) the provision of this Section 7(d) shall not apply if the Executive’s employment is terminated within two (2) years after a Change in Control of either the Bank or the Corporation. A “Change in Control” of either the Bank or the Corporation shall be deemed to occur upon the consummation of (i) any consolidation or merger of the Bank or the Corporation or other transaction where the shareholders of the Bank or the Corporation, immediately prior to the consolidation, merger or other transaction, would not, immediately after the consolidation, merger or other transaction, beneficially own (as such term is defined in Rule 13d-3 of the Securities Exchange Act of 1934; or (B) the direct or indirect ownership of securities of a private company, as amended)provided that, directly Executive is only a passive investor in such company (having no role, duty or indirectlyresponsibility whatsoever in the management, shares representing operations or direction of such company) and owns no more than five percent (5%) in the aggregate of any securities of such company. If Executive’s employment with the Company is terminated for any reason, and after such termination Executive wish to take any action, including without limitation, taking a position with another company, which action could potentially be deemed a violation of this Agreement, Executive shall have the right, after providing the Board with all relevant information, to request a consent to such action from the Board which consent shall not be unreasonably withheld. The Board shall respond to Executive’s request by granting or denying such consent within not more than 50 percent 30 calendar days from the date the Company receives written notice of such request from Executive. If Executive disagrees with the Board’s decision relating to the consent, then a third-party arbitrator (the “Arbitrator”) shall be appointed within five (5) days of the voting shares date Executive notifies the Company of Executive’s disagreement, and the third party Arbitrator shall be instructed to make a determination with respect to whether Executive’s action would constitute a legally valid and enforceable violation of this Agreement within not more than thirty (30) days following his appointment and such determination shall be binding on all of the entity issuing cash parties hereto. Such arbitrator is to be selected based on mutual agreement of the Company and Executive. If no mutual agreement is reached, each party shall select one arbitrator and these two arbitrators will in turn select a third arbitrator. The three arbitrators will then make a collective determination in accordance with the terms of this paragraph. The cost of the Arbitrator(s) shall be borne by the Company; provided, however, if the Arbitrators’ determination is inconsistent with Executive’s position, then the cost of the Arbitrator shall be borne by Executive. (b) During Executive’s employment with the Group and for a period of one year thereafter Executive shall make no unfavorable, disparaging or securities negative comment, remark or statement, whether written or oral (a “Disparaging Statement”), about the Company or any of its affiliates, officers, directors, shareholders, consultants, or employees; provided that Executive may give truthful testimony before a court, governmental agency, arbitration panel, or similar person or body with apparent jurisdiction and may discuss such matters in confidence with Executive’s attorney(s) and other professional advisors. Similarly, during the consolidationforegoing period, merger the Company and its officers and directors (acting in their capacity as officers and directors of the Company) shall make no disparaging statement about Executive; provided that any officer or director may give truthful testimony before a court, governmental agency, arbitration panel, or similar person or body with apparent jurisdiction and may discuss such matters in confidence with their or the Company’s attorney(s) and other transactionprofessional advisors. On and after the date hereof, during Executive’s employment and for one year following termination of Executive’s employment, Executive may not directly or indirectly (i) solicit, encourage, or induce or attempt to solicit, encourage, or induce any (A) current employee, marketing agent, or consultant of any of the Group to terminate his or her employment, agency, or consultancy with any member of the Group or any (B) prospective employee with whom the Company has had discussions or negotiations within six months prior to Executive’s termination of employment not to establish a relationship with any of the Group, (ii) induce or attempt to induce any current customer to terminate its relationship with any of the Group, or (iiiii) induce any sale potential customer with whom the Company has had discussions or other transfer (in one transaction or negotiations within six months prior to Executive’s termination of employment not to establish a series of transactions contemplated by or arranged by relationship with any party as a single plan) of all or substantially all of the assets Group. (c) If a final and non-appealable judicial determination is made by a court of competent jurisdiction that any of the Bank provisions of this Section 7 constitutes an unreasonable or Corporationotherwise unenforceable restriction against Executive, the provisions of this Section 7 will not be rendered void but will be deemed to be modified to the minimum extent necessary to remain in force and effect for the longest period and largest geographic area that would not constitute such an unreasonable or unenforceable restriction (and such court shall have the power to reduce the duration or restrict or redefine the geographic scope of such provision and to enforce such provision as so reduced, restricted or redefined).

Noncompetition and Nonsolicitation. During (a) For the Executive’s employment with the Bank and for the period that the Executive is entitled to receive severance under Section 4(bNon-Competition Period (as defined below), the Executive (i) will noteach Seller listed on Annex V hereto, severally agrees that neither such Seller nor any Affiliate of such Seller shall engage directly or indirectly, whether as an owner, partner, shareholder, consultant, agent, employee, co-venturer consultant or otherwise, engage, participate, assist or invest in any Competing Business (as hereinafter defined); (ii) will refrain from directly or indirectly employing, attempting to employ, recruiting or otherwise soliciting, inducing or influencing any person to leave employment business activity that is competitive with the Corporations (other Design & Manufacturing Business as it is conducted on the Closing Date; provided, that a Seller will not be deemed so engaged solely by reason of being the owner of less than terminations of employment of subordinate employees undertaken in the course 5% of the Executive’s employment with the Bank); and (iii) will refrain from soliciting or encouraging outstanding stock of any customer or supplier to terminate or otherwise modify adversely its business relationship with the Corporations. The Executive understands that the restrictions set forth in this Section 7(d) are intended to protect the Corporations’ interest in their Confidential Information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. If the Executive chooses not to be bound by the provision of this Section 7(d), then no severance shall be payable under Section 4(b)publicly-traded corporation. For purposes of this Agreementcovenant, the term phrase “Competing competitive with the Design & Manufacturing Business” shall mean any financial institution business that designs or manufactures radio frequency, microwave or millimeter wave components and subsystems for defense or commercial applications that are competitive with an office within a 50-mile radius of any office product being offered for sale by the Design & Manufacturing Business as of the CorporationsClosing Date or that is in development by the Design & Manufacturing Business as of the Closing Date. Notwithstanding For the foregoingNon-Competition Period, each Seller severally agrees that it shall not and shall not permit, cause or encourage any of such Seller’s Affiliates to, directly or indirectly as an owner, employee, consultant or otherwise, recruit, offer employment, employ, engage as a consultant, lure or entice away, or in any other manner persuade or attempt to persuade, any Person who is an employee of the Company or the Buyer to leave the employ of the Company or the Buyer, except that the New Services Entity shall have the right to offer employment to and hire Xxxx Xxxxxxxx, Xxxxxx Xxxxxxxxx and Xxxxxxx Xxxxxx, current employees of the Company, and the New Services Entity shall have the right to offer employment to Xxx Xxxxxx, at the time and subject to the conditions of (1including the consent of the Buyer where required) the Executive may own up to one percent (1%) of the outstanding stock of a publicly held corporation which constitutes or is affiliated with a Competing Business, and (2) the provision Transition Services Agreement. For purposes of this Section 7(d6.4, “Non-Competition Period” means (i) shall not apply if in the Executive’s employment is terminated within case of Xxxxxxxx Xxxxxxxxx and his Affiliates, the period commencing on the Closing Date and ending two years after the expiration of the term of his consulting relationship under the Consulting Agreement and (ii) in the case of all the other Sellers and their respective Affiliates, means the period of two (2) years after a Change in Control of either from the Bank or the Corporation. A “Change in Control” of either the Bank or the Corporation shall be deemed to occur upon the consummation of (i) any consolidation or merger of the Bank or the Corporation or other transaction where the shareholders of the Bank or the Corporation, immediately prior to the consolidation, merger or other transaction, would not, immediately after the consolidation, merger or other transaction, beneficially own (as such term is defined in Rule 13d-3 of the Exchange Act of 1934, as amended), directly or indirectly, shares representing in the aggregate more than 50 percent of the voting shares of the entity issuing cash or securities in the consolidation, merger or other transaction, or (ii) any sale or other transfer (in one transaction or a series of transactions contemplated by or arranged by any party as a single plan) of all or substantially all of the assets of the Bank or CorporationClosing Date.

Noncompetition and Nonsolicitation. During At any time during the Executive’s 's employment with the Bank Employer and (A) in the case of any termination of the Executive's employment hereunder pursuant to Section 5(a), for one (1) year thereafter, and (B) in the period that case of any termination of the Executive is entitled Executive's employment hereunder pursuant to receive severance under Section 4(b5(b) or 5(c), for six (6) months thereafter, the Executive (i) will not, directly or indirectly, whether as owner, partner, shareholder, consultant, agent, employee, co-venturer or otherwise, engage, participate, assist or invest in any Competing Business (as hereinafter defined); (ii) offer to perform or perform business or services of a kind carried on by the Employer now or at any time during the Executive's employment by the Employer, or otherwise solicit employment or business from, consult with or accept employment from any of the Employer's customers, or any Competing Business; (iii) will refrain from directly or indirectly employing, attempting to employ, recruiting or otherwise soliciting, inducing or influencing any person to leave employment with the Corporations Employer (other than terminations of employment of subordinate employees undertaken in the course of the Executive’s 's employment with the BankEmployer); and (iiiiv) will refrain from soliciting or encouraging any customer or supplier to terminate or otherwise modify adversely its business relationship with the CorporationsEmployer. The Executive understands that the restrictions set forth in this Section 7(d6(d) are intended to protect the Corporations’ Employer's interest in their its Confidential Information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. If the Executive chooses not to be bound by the provision of this Section 7(d), then no severance shall be payable under Section 4(b). For purposes of this Agreement, the term “"Competing Business” " shall mean (A) from and after July 1, 1999, a business that is competitive with any financial institution with an office within a 50-mile radius business which the Employer or any of its affiliates conducts or proposes to conduct at any office time during the employment of the CorporationsExecutive, and (B) up to July 1, 1999, a business that is competitive with any business which Carnegie or any of its subsidiaries conducts or proposes to conduct at any time during the employment of the Executive. Notwithstanding the foregoing, (1) the Executive may own up to one percent (1%) of the outstanding stock of a publicly held corporation which constitutes or is affiliated with a Competing Business, and (2) the provision of this Section 7(d) shall not apply if the Executive’s employment is terminated within two (2) years after a Change in Control of either the Bank or the Corporation. A “Change in Control” of either the Bank or the Corporation shall be deemed to occur upon the consummation of (i) any consolidation or merger of the Bank or the Corporation or other transaction where the shareholders of the Bank or the Corporation, immediately prior to the consolidation, merger or other transaction, would not, immediately after the consolidation, merger or other transaction, beneficially own (as such term is defined in Rule 13d-3 of the Exchange Act of 1934, as amended), directly or indirectly, shares representing in the aggregate more than 50 percent of the voting shares of the entity issuing cash or securities in the consolidation, merger or other transaction, or (ii) any sale or other transfer (in one transaction or a series of transactions contemplated by or arranged by any party as a single plan) of all or substantially all of the assets of the Bank or Corporation.

Noncompetition and Nonsolicitation. During the Executive’s employment with the Bank Corporations and for the period that the Executive is entitled to receive severance under Section 4(b), the Executive (i) will not, directly or indirectly, whether as owner, partner, shareholder, consultant, agent, employee, co-venturer or otherwise, engage, participate, assist or invest in any Competing Business (as hereinafter defined); (ii) will refrain from directly or indirectly employing, attempting to employ, recruiting or otherwise soliciting, inducing or influencing any person to leave employment with the Corporations (other than terminations of employment of subordinate employees undertaken in the course of the Executive’s employment with the BankCorporations); and (iii) will refrain from soliciting or encouraging any customer or supplier to terminate or otherwise modify adversely its business relationship with the Corporations. The Executive understands that the restrictions set forth in this Section 7(d) are intended to protect the Corporations’ interest in their Confidential Information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. If the Executive chooses not to be bound by the provision of this Section 7(d), then no severance shall be payable under Section 4(b). For purposes of this Agreement, the term “Competing Business” shall mean any financial institution with an office within a 50-mile radius of any office of the Corporations. Notwithstanding the foregoing, (1) the Executive may own up to one percent (1%) of the outstanding stock of a publicly held corporation which constitutes or is affiliated with a Competing Business, and (2) the provision of this Section 7(d) shall not apply if the Executive’s employment is terminated within two (2) years after a Change in Control of either the Bank or the Corporation. A “Change in Control” of either the Bank or the Corporation shall be deemed to occur upon the consummation of (i) any consolidation or merger of the Bank or the Corporation or other transaction where the shareholders of the Bank or the Corporation, immediately prior to the consolidation, merger or other transaction, would not, immediately after the consolidation, merger or other transaction, beneficially own (as such term is defined in Rule 13d-3 of the Exchange Act of 1934, as amended), directly or indirectly, shares representing in the aggregate more than 50 percent of the voting shares of the entity issuing cash or securities in the consolidation, merger or other transaction, or (ii) any sale or other transfer (in one transaction or a series of transactions contemplated by or arranged by any party as a single plan) of all or substantially all of the assets of the Bank or Corporation.

Noncompetition and Nonsolicitation. During For a period commencing on the Executive’s employment Closing Date and (x) with respect to Fidelity, ending thirty-six months following the Bank Closing Date, and for (y) with respect to Petsko and Ringe, thirty-six months following the period that first Registration in the Executive is entitled to receive severance under Section 4(b)United States, the Executive (i) will notno Restricted Party shall, and no Restricted Party shall permit any of its Affiliates to, directly or indirectly: (a) Consult with, whether as owner, partner, shareholder, consultant, agent, employee, co-venturer render services for or otherwise, engage, participate, assist or invest otherwise engage in any Competing Business (as hereinafter defined); (ii) will refrain from directly business, endeavor or indirectly employing, attempting to employ, recruiting or otherwise soliciting, inducing or influencing any person to leave employment with the Corporations (other than terminations of employment of subordinate employees undertaken activity anywhere in the course Territory for the development, manufacture, use or Commercialization of the Executive’s employment with the Bank)any Competing Technology; provided, that, (y) Petsko and (iii) will refrain from soliciting or encouraging any customer or supplier to terminate or otherwise modify adversely its business relationship with the Corporations. The Executive understands that the restrictions set forth in this Section 7(d) are intended to protect the Corporations’ interest in their Confidential Information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. If the Executive chooses not to be bound by the provision of this Section 7(d), then no severance Ringe shall be payable under Section 4(b). For purposes of this Agreement, permitted to use the term “Competing Business” shall mean any financial institution with an office within a 50Licensed Patent Rights and Licensed Know-mile radius of any office of the Corporations. Notwithstanding the foregoing, (1) the Executive may own up to one percent (1%) of the outstanding stock of a publicly held corporation which constitutes or is affiliated with a Competing Business, and (2) the provision of this Section 7(d) shall not apply if the Executive’s employment is terminated within two (2) years after a Change in Control of either the Bank or the Corporation. A “Change in Control” of either the Bank or the Corporation shall be deemed to occur upon the consummation of How (i) any consolidation for or merger on behalf of the Bank Parent or the Corporation or other transaction where the shareholders of the Bank or the Corporation, immediately prior to the consolidation, merger or other transaction, would not, immediately after the consolidation, merger or other transaction, beneficially own (as such term is defined in Rule 13d-3 of the Exchange Act of 1934, as amended), directly or indirectly, shares representing in the aggregate more than 50 percent of the voting shares of the entity issuing cash or securities in the consolidation, merger or other transactionits Affiliates, or (ii) any sale for non-commercial, academic purposes in his capacity as a faculty member of Brandeis or other transfer academic institution disclosed in writing to Parent; (in one transaction b) Hire or a series of transactions contemplated by or arranged by solicit any party as a single plan) of all or substantially all employee of the assets Company or its Affiliates or encourage any such employee to leave such employment or hire any such employee who has left such employment; provided, that nothing in this Section 5.2 shall prevent any Restricted Party or any of its Affiliates from hiring (i) any employee whose employment has been terminated by the Company or its Affiliates or (ii) after 180 days from the date of termination of employment, any employee whose employment has been terminated by the employee; or (c) solicit or entice, or attempt to solicit or entice, any clients or customers of the Bank Company or Corporationpotential clients or customers of the Company for purposes of diverting their business or services from the Company. Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. For the avoidance of doubt, the restrictions contained in this Section 5.2 shall not apply to Brandeis, which shall be subject in all respects to the rights and restrictions with respect to the Licensed Patent Rights and Licensed Know-How as set forth in the License Agreement (as amended).

Noncompetition and Nonsolicitation. During You acknowledge that following the Executivetermination of your employment from NCR, you will be in a position to compete unfairly with the Company as a result of the confidential information, trade secrets, and knowledge about NCR’s business, operations, customers, employees and trade connections that you have acquired or will acquire in connection with your employment. You therefore agree to enter into the restrictions in this Agreement for the purpose of protecting NCR’s business interests and the confidential information, goodwill and the stable trained workforce of NCR and its subsidiaries and affiliates, including but not limited to any parent companies or subsidiaries (collectively for purposes of this Section, “NCR”). In exchange for the consideration you are receiving pursuant to the terms of this Agreement, including without limitation the potential future vesting of equity awards under this Agreement (for avoidance of doubt, the obligations herein shall bind you without regard to whether any equity has vested as of the time of any violation of the terms of this Section), you agree that during your employment with the Bank NCR and for a twelve-month period after its termination (or if applicable law mandates a maximum time that is shorter than twelve months, then for a period of time equal to that shorter maximum period) (the period that the Executive is entitled to receive severance under Section 4(b“Restricted Period”), regardless of the reason for termination, you will not yourself or through others, without the prior written consent of the Chief Executive Officer of NCR: (a) perform services, directly or indirectly in any capacity (including, without limitation, as an employee, consultant, owner or member of a board of directors), (i) will notof the type conducted, directly authorized, offered, or indirectly, whether as owner, partner, shareholder, consultant, agent, employee, co-venturer or otherwise, engage, participate, assist or invest in any Competing Business (as hereinafter defined)provided by you on behalf of NCR within the two years prior to termination of your NCR employment; (ii) will refrain in connection with products, services, systems or solutions that are similar to or serve substantially the same functions as those with respect to which you worked for NCR within the last two years of your NCR employment; (iii) on behalf of yourself or a person or entity in competition with NCR that is not one of the named “Competing Organizations” either on the list below in this Section 11 or, as applicable, on the list currently in effect at the time of termination of your NCR employment (available from the NCR Human Resources intranet website; the list as of the Grant Date is set forth below in subparagraph (i)); and (iv) anywhere within the United States, or in any State or territory thereof, if you worked in the United States at any time within your last two years of NCR employment, or in any country in which NCR does or did business during your NCR employment and in which you worked at any time within your last two years of NCR employment, all of which States, territories or countries are deemed to be separately set forth here and the names of which are incorporated by reference; (b) perform services, directly or indirectly employingin any capacity (including, attempting to employwithout limitation, recruiting as an employee, consultant, owner or otherwise solicitingmember of a board of directors), inducing or influencing any person to leave employment with the Corporations (other than terminations of employment of subordinate employees undertaken in the course i) of the Executive’s employment type conducted, authorized, offered, or provided by you on behalf of NCR within the two years prior to termination of your NCR employment; (ii) in connection with products, services, systems or solutions that are similar to or serve substantially the Bank)same functions as those with respect to which you worked for NCR within the last two years of your NCR employment; and (iii) will refrain from soliciting or encouraging on behalf of any customer or supplier to terminate or otherwise modify adversely its business relationship with named “Competing Organization” either on the Corporations. The Executive understands that the restrictions set forth list below in this Section 7(d11 or, as applicable, on the list currently in effect at the time of termination of your NCR employment (available from the NCR Human Resources intranet website; the list as of the Grant Date is set forth below in subparagraph (i)); (c) directly or indirectly (including without limitation assisting third parties) recruit, hire or solicit, or attempt to recruit, hire or solicit any employee of NCR, or induce or attempt to induce any employee of NCR, to terminate his or her employment with NCR; (d) directly or by assisting others, solicit or attempt to solicit the business of any NCR customers or prospective customers with which you had material contact during the last two years of your NCR employment, for purposes of providing products or services that are intended competitive with those provided by NCR and its Affiliates. “Material contact” means the contact between you and each customer or prospective customer (i) with which you dealt on behalf of NCR, (ii) whose dealings with NCR were coordinated or supervised by you, (iii) about whom you obtained confidential information in the ordinary course of business as a result of your association with NCR, or (iv) who receives products or services authorized by NCR, the sale or provision of which results or resulted in compensation, commissions, or earnings for you within the two years prior to protect the Corporations’ interest date of the your termination. (e) All references to “NCR” in their Confidential Information this Section 11 shall be deemed to include its Subsidiaries and established employee, customer and supplier relationships and goodwillAffiliates, and agrees that such restrictions references to “NCR employment” shall be deemed to include your employment, if any, by a company the stock or substantially all the assets of which NCR has acquired. As a non-limiting example, a reference to the “last two years of your NCR employment” may include both time as an NCR employee and time as a Retalix Ltd or Digital Insight employee. (f) The covenants contained within this Section 11 are reasonable and appropriate a material component of the consideration for this purposeAgreement. If you breach any of these covenants, NCR shall be entitled to all of its remedies at law or in equity, including but not limited to money damages and injunctive relief. In the Executive chooses event of such a breach, in addition to NCR’s other remedies, any unvested Stock Units will be immediately forfeited and deemed canceled, and you agree to pay immediately to NCR the Fair Market Value of any Stock Units that vested during the eighteen (18) months prior to the date of your Termination of Employment (or if applicable law mandates a maximum time that is shorter than eighteen (18) months, then for a period of time equal to the shorter maximum period), without regard to whether you continue to own the shares associated with such Stock Units or not. (g) The Restricted Period shall be tolled and suspended during and for the pendency of any violation of its terms, and for the pendency of any legal proceedings to enforce any of the covenants set forth herein, and all time that is part of or subject to such tolling and suspension shall not to be bound counted toward the twelve-month duration of the Restricted Period. By way of example, if immediately following your departure from NCR you accept employment with a competitor that is prohibited by the provision noncompetition covenant contained in this Section 11, and work for such competitor for six months before NCR obtains a judicial or arbitral order terminating or modifying that employment, your twelve-month noncompetition period shall not commence until after you have commenced compliance with that order. This subsection (g) shall not have any effect and shall be deemed omitted from this Agreement in any jurisdiction that prohibits such tolling provisions. (h) Subsections (a) and (b) of this Section 7(d)11 do not apply to you if, then no severance following the termination of your NCR employment, you continue to reside or work in California, or if you continue to reside or work in a country that mandates, as a non-waiveable condition, continued pay during the Restricted Period, unless NCR advises you it will tender such pay, which shall be payable under Section 4(b). in the minimum amount required by local law. (i) For purposes of this Agreement, “Competing Organizations” shall be the following as of the Grant Date including the subsidiaries and affiliates of each. Please note that non-competition provisions in this or other NCR agreements or plans are not limited to the identified Competing Organizations, and that other companies may qualify as competitors under other provisions of the NCR plans or agreements, including this Agreement, and that NCR employees may be restricted from accepting employment or other work from such other companies, subject to the terms of the relevant NCR plan or agreement. The list of Competing Organizations is updated and revised from time to time, and such updated lists shall be deemed a part of this Agreement; updated lists can be obtained from the NCR intranet website at: xxxxx://xxxxxxxx.xxx.xxx/index.php?option=com_content&view=frontpage&Itemid=8175. ACI Worldwide GK Software Oracle (including Micros) Aldata Global Payments PAR Technology Alkami Glory Pinnacle Corporation Alliance (Australia) GRG Banking Equipment PMI Allure Global Solutions, Inc. GRG International Q2 Alpha Paper Hewlett-Packard Corporation QSR Automations Altametrics Hewlett-Packard Enterprises Xxxxx & Schlinmann App Hitachi Retail Pro International Appetize Hitachi-Omron Term Sys(Leadus) Retaligent APTOS Hot Schedules Revel Arinc. HP Inc. RiteMadec Bematech- See TOTVS SA IBM Corporation XX Xxxxxxxx Xxxxxxxxx IER RTC Quaterion Group Xxxxxxxxx/Pendum Infor Schades-Heipa Bypass Itasca ShopKeep Cenveo Xxxx Xxxxx XXXXX CompuCom KAL (Korala Associates) SITA Computer Sciences Corporation Kiosk Info Sys (KIS) Spartan Crunchtime Kyrus – See Tolt Industries SPSS Cuscapi Leadus – See Hitachi Task Retail DATA Business Forms LG N-Sys TeleSource Diebold/Wincor Nixdorf LOC Software Tillster Dimension Data Logicalis Toast POS Documotion LoyaltyLab Tolt Eastcom M19 Retail Tolt Solutions (including Kyrus) ECRS Magstar Toshiba TEC eRestaurant Systems Malauzai TOTVS SA (including Bematech) Escalate Manhattan Associates Unisys FIS MaxStick Vista Fiserv McDermott Vsoft Fourth Ltd Micros – See Oracle Wescom Resources Group Fujitsu Mobile Travel Technologies Wincor-Nixdorf – See Diebold FuturePOS Nautilus Hyosung WS Packaging Getronics Nscglobal Zonal Retail Data Gilbarco Xxxxxx-Xxxx OKI (j) In the event that you receive an offer of employment or a request to provide services from an organization specified above or described above, either during your employment or during the term “Competing Business” shall mean any financial institution with an office within a 50-mile radius of any office of the CorporationsRestrictive Period, you shall provide immediately to such person, company or other entity a full and accurate copy of this Agreement and advise him/her or it of your obligations under it. (k) The restrictions contained in this Agreement are acknowledged by the parties to be reasonable in all respects. Notwithstanding Each clause constitutes an entirely separate and independent restriction and the foregoingduration, (1) the Executive may own up to one percent (1%) extent and application of each of the outstanding stock restrictions are no greater than is necessary for the protection of a publicly held corporation which constitutes or is affiliated with a Competing Business, and (2) the provision NCR’s interests. If any portion of this Section 7(d) 11 is held unenforceable, it shall be severed and shall not apply if affect any other part of this Agreement. (l) This Agreement is entered into electronically. You hereby waive any local requirement, to the Executive’s employment is terminated within two extent one exists or may exist, of original ink signatures on paper documents. (2m) years after a Change in Control The governing law clause of either this Agreement, for employees who work or reside outside the Bank or the Corporation. A “Change in Control” of either the Bank or the Corporation United States, shall be deemed to occur upon be the consummation of (i) any consolidation or merger law of the Bank or country where such employee works for NCR (as defined above, including its subsidiaries and affiliates). (n) In any country outside the Corporation or other transaction United States where liquidated damages are recoverable under local law, in the shareholders of event that you breach the Bank or the Corporationcovenants in this Section 11, immediately prior you acknowledge that NCR will suffer irreparable damage, and you promise to pay NCR on demand damages in a sum equal to the consolidationamount of six months of your salary that was in effect when your NCR employment ended. You acknowledge that this sum represents a reasonable estimate of damages that NCR will suffer, merger or other transactionand that, would notwhere local law allows, immediately after the consolidation, merger or other transaction, beneficially own (as such term is defined in Rule 13d-3 of the Exchange Act of 1934, as amended), directly or indirectly, shares representing in the aggregate more than 50 percent of the voting shares of the entity issuing cash or securities in the consolidation, merger or other transaction, or (ii) any sale or other transfer (in one transaction or a series of transactions contemplated by or arranged by any party as a single plan) of all or substantially all of the assets of the Bank or CorporationNCR may seek additional compensatory damages.

Noncompetition and Nonsolicitation. During the (a) In view of Executive’s employment importance to the success of the Corporation, Executive and Corporation agree that the Corporation would likely suffer significant harm from Executive’s competing with Corporation during the Bank Employment and for some period of time thereafter. Accordingly, Executive agrees that Executive shall not engage in competitive activities either: (A) while employed by Corporation; or (B) if Executive’s Employment is terminated during the period that term of this Agreement, during the Restricted Period (as defined below). Executive is entitled shall be deemed to receive severance under Section 4(b)engage in competitive activities if he shall, without the Executive prior written consent of the Corporation, (i) will notin any county in which the Corporation or any of its Affiliates has a branch office or loan production office and all contiguous counties (including the municipalities therein), render services directly or indirectly, whether as owneran employee, partnerofficer, shareholderdirector, consultant, agentadvisor, employee, co-venturer partner or otherwise, engagefor any organization or enterprise which competes directly or indirectly with the business of Corporation or any of its Affiliates in providing financial products or services (including, participatewithout limitation, assist banking, insurance, or invest in any Competing Business (as hereinafter defined); securities products or services) to consumers and businesses, or (ii) will refrain from directly or indirectly employing, attempting to employ, recruiting acquires any financial or beneficial interest in (except as provided in the next sentence) any organization which conducts or is otherwise soliciting, inducing engaged in a business or influencing enterprise in any person to leave employment county in which the Corporation or any of its Affiliates has a branch office or loan production office and all contiguous counties (including all municipalities therein) which competes directly or indirectly with the Corporations business of Corporation or any of its Affiliates in providing financial products or services (other 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 terminations 1 percent of employment any class of subordinate employees undertaken in the course publicly traded securities of the Executive’s employment with the Bank); and (iii) will refrain from soliciting or encouraging any customer or supplier to terminate or otherwise modify adversely its business relationship with the Corporations. The Executive understands that the restrictions set forth in this Section 7(d) are intended to protect the Corporations’ interest in their Confidential Information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. If the Executive chooses not to be bound by the provision of this Section 7(d), then no severance shall be payable under Section 4(b)a competitor. For purposes of this Agreement, Section 13 the term “Competing BusinessRestricted Period” shall mean any financial institution with an office within a 50equal twenty-mile radius of any office four (24) months, commencing as of the Corporations. Notwithstanding date of termination of Executive’s Employment during the foregoing, (1) the Executive may own up to one percent (1%) of the outstanding stock of a publicly held corporation which constitutes or is affiliated with a Competing Business, and (2) the provision term of this Section 7(dAgreement. (b) While employed by Corporation and during the Restricted Period, Executive agrees that Executive shall not apply if the Executive’s employment is terminated within two (2) years after a Change not, in Control of either the Bank or the Corporation. A “Change in Control” of either the Bank or the Corporation shall be deemed to occur upon the consummation of any manner directly (i) solicit by mail, by telephone, by personal meeting, or by any consolidation other means, any customer or merger prospective customer of the Bank Corporation 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 Corporation (including employment with or services to any predecessor or successor entities), to transact business with a person or an entity other than the Corporation or other transaction where its Affiliates or reduce or refrain from doing any business with the shareholders of the Bank Corporation or the Corporation, immediately prior to the consolidation, merger or other transaction, would not, immediately after the consolidation, merger or other transaction, beneficially own (as such term is defined in Rule 13d-3 of the Exchange Act of 1934, as amended), directly or indirectly, shares representing in the aggregate more than 50 percent of the voting shares of the entity issuing cash or securities in the consolidation, merger or other transaction, its Affiliates or (ii) interfere with or damage (or attempt to interfere with or damage) any sale relationship between Corporation or other transfer any of its Affiliates and any such customer or prospective customer, or any shareholder of the Corporation. The term “solicit” as used in this Section 13 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 business of Corporation or any of its Affiliates. (c) While employed by Corporation and during the Restricted Period, Executive agrees that Executive shall not, in one transaction any manner directly solicit any person who is an employee of Corporation or any of its Affiliates to apply for or accept employment or a series business opportunity with any other person or entity. (d) The parties agree that nothing herein shall be construed to limit or negate the common law of transactions contemplated by torts or arranged by trade secrets where it provides broader protection than that provided herein. (e) Executive’s obligations under this Section shall survive termination of this Agreement. (f) The parties agree that any party as a single plan) breach of all or substantially all of Executive’s covenants in this Section would cause the assets of the Bank or CorporationCorporation irreparable harm, and that injunctive relief would be appropriate.

Noncompetition and Nonsolicitation. During Executive acknowledges that the development of personal contacts and relationships is an essential element of Employer's and Employer's affiliates' business, that Employer has invested considerable time and money in his development of such contacts and relationships, that Employer and its affiliates could suffer irreparable harm if he were to leave Employer's employment and solicit the business of customers of Employer or Employer's affiliates and that it is reasonable to protect Employer against competitive activities by Executive’s . Executive agrees that the non-competition provisions set forth herein are necessary for the protection of Employer and its affiliates and are reasonably limited as to (a) the scope of activities affected, (b) their duration and geographic scope, and (c) their effect on Executive and the public. In the event Executive violates the non-competition provisions set forth herein, Employer shall be entitled, in addition to its other legal remedies, to enjoin the employment of Executive with the Bank and any Significant Competitor for the period that set forth herein. If Executive violates this covenant and Employer brings legal action for injunctive or other relief, Employer shall not, as a result of the Executive is entitled to receive severance under Section 4(b)time involved in obtaining such relief, 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 relief is granted, but reduced by any period between commencement of the period and the date of the first violation. Executive (i) acknowledges that as a result of his employment with Employer or its affiliates Executive has access to confidential information concerning Employer's business, customers and services. Executive agrees that during the Employment Term or subsequent thereto, he will not, directly or indirectly, whether as ownerin original, partnerduplicated, shareholdercomputerized or other form, consultantuse, agentdisclose or divulge to any person, employeeagency, co-venturer firm, corporation or otherwiseother entity any confidential or proprietary information, engageincluding, participate, assist or invest in any Competing Business (as hereinafter defined); (ii) will refrain from directly or indirectly employing, attempting to employ, recruiting or otherwise soliciting, inducing or influencing any person to leave employment with the Corporations (other than terminations of employment of subordinate employees undertaken in the course of the Executive’s employment with the Bank); and (iii) will refrain from soliciting or encouraging any customer or supplier to terminate or otherwise modify adversely its business relationship with the Corporations. The Executive understands that the restrictions set forth in this Section 7(d) are intended to protect the Corporations’ interest in their Confidential Information and established employeewithout limitation, customer and supplier relationships and goodwilllists, and agrees that such restrictions are reasonable and appropriate for this purpose. If the Executive chooses not to be bound by the provision of this Section 7(d)reports, then no severance shall be payable under Section 4(b). For purposes of this Agreementfiles, the term “Competing Business” shall mean any financial institution with an office within a 50-mile radius manuals, training materials, records or information of any office kind, or any other secret or confidential information pertaining to the products, services, customers or prospective customers, sales, technology and business affairs or methods of Employer or any of its affiliates (collectively "Confidential Information") which Executive acquires or has access to during the CorporationsEmployment Term. Notwithstanding the foregoing, (1) Confidential Information shall not include information or data which is otherwise available in the public domain. Executive may own up agrees that he will not at any time either during or subsequent to one percent (1%) his employment with Employer disclose or transmit, either directly or indirectly, any Confidential Information of the outstanding stock of a publicly held corporation which constitutes Employer or is affiliated with a Competing Businessits affiliates to any person, firm, corporation, association, or other entity, and will not remove this information, in any form whatsoever, from the premises or data base of Employer or its affiliates, except as required in the ordinary course of business as is necessary to perform Executive's duties or as required by applicable law. In the event of Executive's termination from employment from Employer for any reason, Executive shall immediately return all Confidential Information of Employer, including any original, computerized or duplicated records to Employer. Executive agrees that during the term of his employment with Employer, and for a term of twelve (212) the provision of this Section 7(d) shall not apply if the Executive’s employment is terminated within two (2) years after a Change in Control of either the Bank or the Corporation. A “Change in Control” of either the Bank or the Corporation shall be deemed to occur upon the consummation of (i) any consolidation or merger of the Bank or the Corporation or other transaction where the shareholders of the Bank or the Corporationmonths thereafter, immediately prior to the consolidation, merger or other transaction, would he will not, immediately after the consolidation, merger or other transaction, beneficially own (as such term is defined in Rule 13d-3 of the Exchange Act of 1934, as amended), directly or indirectly, shares representing in the aggregate more than 50 percent on behalf of himself or on behalf of any other individual or entity, as an agent or otherwise contact, influence or encourage any of the voting shares customers of Employer, of which Executive has knowledge or based on his capacity of employment for Employer or its subsidiaries should reasonable have had knowledge, for the purpose of soliciting business or inducing such customer to acquire any product or service that is provided or under development by Employer or its affiliates from any entity issuing cash other than Employer. Executive agrees that during the term of his employment with Employer, and for a period of twelve (12) months thereafter, he will not, directly or securities in the consolidationindirectly, merger or other transactionencourage, induce, or (ii) entice any sale employee of Employer or other transfer (in one transaction its affiliates to leave the employment of Employer or a series of transactions contemplated by or arranged by any party as a single plan) its affiliates. Executive agrees that if he violates the covenants under this section, Employer shall be entitled to an accounting and repayments of all profits, compensation, commissions and other remuneration or substantially all benefits which the Executive has realized or may realize as the result of the assets or in connection with any such violation. Executive further agrees that money damages may be difficult to ascertain in case of the Bank a breach of this covenant, and Executive therefore agrees that Employer or Corporationits affiliates shall be entitled to injunctive relief in addition to any other remedy to which Employer or its affiliates may be entitled.

Noncompetition and Nonsolicitation. During the Term and for a period of 24 calendar months after the termination of the Executive’s employment with (the Bank and for the period that the Executive is entitled to receive severance under Section 4(b“Non-compete Period”), the Executive (i) will shall not, directly or indirectly, whether either as owner, partner, shareholder, consultanta principal, agent, employee, co-venturer employer, stockholder, partner or otherwise, engage, participate, assist or invest in any Competing Business other capacity whatsoever: (as hereinafter defined); (iia) will refrain from directly engage or indirectly employingassist others engaged, attempting in whole or in part, in any business which is engaged in a business or enterprise that is substantially similar to employ, recruiting or otherwise soliciting, inducing or influencing any person to leave employment and in competition with the Corporations (other than terminations business of employment the Company that the Company was engaged in, or a planned business of subordinate employees undertaken the Company that had been proposed in writing to senior officers of the course Company or the Board and had not been rejected by the Company or the Board, during the period of the Executive’s employment with the Bank)Company; and or (iiib) will refrain from without the prior consent of the Board, employ or solicit the employment of, or assist others in employing or soliciting the employment of, any individual employed by the Company (other than the Executive’s personal assistant or encouraging Executive’s secretary) at any customer or supplier to terminate or otherwise modify adversely its business relationship with time while the Corporations. The Executive understands was also so employed; provided, however, that the restrictions set forth in this Section 7(d) are intended to protect the Corporations’ interest in their Confidential Information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. If the Executive chooses not to be bound by the provision provisions of this Section 7(d), then no severance 12 shall be payable under Section 4(b)not apply in the event the Company materially breaches this Agreement. For purposes of this AgreementSection 12, a business shall be in competition with the term “Competing Business” shall mean any financial institution with an office within Company only if a 50significant portion of its business is to originate mortgage loans to or purchase real estate from and lease such real estate back to operators of single-mile radius of any office of tenant retail, distribution or service companies in the CorporationsUnited States. Notwithstanding the foregoing, (1) the Executive may own up to one percent (1%) of the outstanding stock of a publicly held corporation which constitutes or is affiliated with a Competing Business, and (2) the any other provision of this Section 7(d) shall not apply if Agreement, in the event the Executive’s employment is terminated within two (2) years after “For Cause,” the Non-Compete Period shall be 12 calendar months. Nothing in this Section 12 shall impede, restrict or otherwise interfere with the Executive’s management and operation of the Excluded Businesses. Further, nothing in this Section 12 shall prohibit Executive from making any passive investment in a Change public company, or where he is the owner of 5% or less of the issued and outstanding voting securities of any entity, provided such ownership does not result in Control his being obligated or required to devote any managerial efforts. The Executive agrees that the restraints imposed upon him pursuant to this Section 12 are necessary for the reasonable and proper protection of either the Bank Company and its subsidiaries and affiliates, and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area. The parties further agree that, in the event that any provision of this Section 12 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or the Corporation. A “Change in Control” too great a range of either the Bank or the Corporation activities, such provision shall be deemed to occur upon the consummation of (i) any consolidation or merger of the Bank or the Corporation or other transaction where the shareholders of the Bank or the Corporation, immediately prior be modified to permit its enforcement to the consolidation, merger or other transaction, would not, immediately after the consolidation, merger or other transaction, beneficially own (as such term is defined in Rule 13d-3 of the Exchange Act of 1934, as amended), directly or indirectly, shares representing in the aggregate more than 50 percent of the voting shares of the entity issuing cash or securities in the consolidation, merger or other transaction, or (ii) any sale or other transfer (in one transaction or a series of transactions contemplated maximum extent permitted by or arranged by any party as a single plan) of all or substantially all of the assets of the Bank or Corporationlaw.

Noncompetition and Nonsolicitation. During (a) As additional consideration for Buyer's agreement to purchase the Executive’s employment with Assets and to pay the Bank Purchase Price to Seller, each of Seller, Xxxxxxx Xxxxx and for the period that the Executive is entitled to receive severance under Section 4(b)Xxxxxxx Xxxxx (collectively, the Executive "Restricted Parties") has agreed to the ------------------ noncompetition provision set forth in subparagraphs (b) and (c) below (the "Restrictive Covenant"). Each of the Restricted Parties hereby represents and -------------------- acknowledges that: (i) the Restrictive Covenant is being entered into in connection with Seller's sale of the Assets to Buyer and (ii) in the absence of the Restricted Parties agreeing to be bound by the terms and conditions of the Restrictive Covenant, the sale would not be consummated by Buyer. (b) For a period of twenty-four (24) months following the Closing Date (the "Noncompete Period"), each of the Restricted Parties agrees that such party ----------------- will not, within any of the Markets, directly or indirectly, whether carry on, engage in, assist in or have any financial interest in, or otherwise participate or be involved in any way in, as an owner, partner, shareholdermember, employee, agent, officer, board member, consultant, agentindependent contractor or shareholder, employee, co-venturer or otherwise, engage, participate, assist or invest in any Competing Business (as hereinafter defined); (ii) will refrain from directly or indirectly employing, attempting to employ, recruiting or otherwise soliciting, inducing or influencing any person to leave employment outdoor advertising business that is competitive with the Corporations (other than terminations of employment of subordinate employees undertaken in the course Buyer's use and operation of the Executive’s employment with the Bank); and (iii) will refrain from soliciting or encouraging Assets. Nothing contained herein shall prohibit any customer or supplier to terminate or otherwise modify adversely its business relationship with the Corporations. The Executive understands that the restrictions set forth in this Section 7(d) are intended to protect the Corporations’ interest in their Confidential Information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. If the Executive chooses not to be bound by the provision of this Section 7(d), then no severance shall be payable under Section 4(b). For purposes of this Agreement, the term “Competing Business” shall mean any financial institution with an office within a 50-mile radius of any office of the Corporations. Notwithstanding the foregoing, (1) the Executive may own up to one Restricted Parties from being a passive owner of not more than five percent (15%) of the outstanding stock of any class of securities of a corporation or other entity which is publicly held corporation traded and in which constitutes or is affiliated with such Restricted Party has no active participation. Notwithstanding the foregoing, nothing contained herein shall prohibit any of the Restricted Parties from engaging in exclusive development activities in the Markets on behalf of Buyer. In the event that a Competing BusinessRestricted Party identifies a development opportunity in any of the Markets, and (2) pursuing such development opportunity would otherwise violate the provision terms and conditions of this Section 7(d5.11, the Restricted Party may nonetheless engage in such ------------ development opportunity on behalf of Buyer following presentment of the development opportunity to Buyer, acceptance of the development opportunity by Buyer and the negotiation of the terms of development which are mutually satisfactory to each of Buyer and the Restricted Party who is presenting such development opportunity. (c) Each of the Restricted Parties further acknowledges and agrees that for a period of five (5) years from and after the Closing Date that such party shall not apply if knowingly take any action, or cause any other person to take any action, which would impede, prohibit, restrict or interfere in any way with the Executive’s employment Buyer's ability to own or operate the Assets, or any other assets relating to the operation of the Business acquired by Buyer after the Closing Date. (d) If, at the time of enforcement of the Restrictive Covenant, a court shall hold that the duration, scope, area or other restrictions stated herein are unreasonable, each of the Restricted Parties agrees that reasonable maximum duration, scope, area or other restrictions may be substituted by such court for the stated duration, scope, area or other restrictions and upon substitution by such court, this Agreement shall be automatically modified without further action by the parties hereto. (e) Each of the Restricted Parties hereby agrees that damages at law, including, but not limited to, monetary damages, would be an insufficient remedy to Buyer in the event that the Restrictive Covenant is terminated within two (2) years after a Change violated and that, in Control addition to any remedies or rights that may be available to Buyer, all of either the Bank which other remedies or the Corporation. A “Change in Control” of either the Bank or the Corporation rights shall be deemed to occur be cumulative, retained by Buyer and not waived by the enforcement of any remedy available hereunder, including, but not limited to, the right to xxx for monetary damages, Buyer shall also be entitled, upon application to a court of competent jurisdiction, to obtain injunctive relief, including, but not limited to, a temporary restraining order or temporary, preliminary or permanent injunction, to enforce the consummation Restrictive Covenant, all of which shall constitute rights and remedies to which Buyer may be entitled. (if) any consolidation or merger During the Noncompete Period, each of the Bank or the Corporation or other transaction where the shareholders Restricted Parties will not solicit for employment any employee of the Bank or the Corporation, immediately prior to the consolidation, merger or other transaction, would not, immediately after the consolidation, merger or other transaction, beneficially own (as Buyer if such term Person is defined in Rule 13d-3 of the Exchange Act of 1934, as amended), directly or indirectly, shares representing in the aggregate more than 50 percent of the voting shares of the entity issuing cash or securities in the consolidation, merger or other transactionthen, or was at any time within the preceding twenty-four (ii24) any sale months, an employee of Buyer, its subsidiaries or other transfer (in one transaction or a series of transactions contemplated by or arranged by any party as a single plan) of all or substantially all of the assets of the Bank or Corporationits Affiliates.

Noncompetition and Nonsolicitation. During the Executive’s employment with the Bank Term and for 12 months thereafter (the period that the Executive is entitled to receive severance under Section 4(b“Restricted Period”), the Executive (i) will not, directly or indirectly, whether as owner, partner, shareholder, consultant, agent, employee, co-venturer or otherwise, engage, participate, assist or invest in any Competing Business (as hereinafter defined); (ii) will refrain from directly or indirectly employing, attempting to employ, recruiting or otherwise soliciting, inducing or influencing any person to leave employment with the Corporations Company (other than terminations of employment of subordinate employees undertaken in the course of the Executive’s employment with the BankCompany); and (iii) will refrain from soliciting or encouraging any customer or supplier to terminate or otherwise modify adversely its business relationship with the CorporationsCompany. The Executive understands that the restrictions set forth in this Section 7(d) are intended to protect the Corporations’ Company’s interest in their its Confidential Information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. If the Executive chooses not to be bound by the provision of this Section 7(d), then no severance shall be payable under Section 4(b). For purposes of this Agreement, the term “Competing Business” shall mean a business conducted anywhere in world which is competitive with any financial institution business which the Company or any of its subsidiaries is then conducting or is actively considering conducting at the applicable time of determination, provided however, a business shall not be deemed a “Competing Business” merely because it engages in online advertising, online sales or online advertising related syndication. Executive acknowledges and agrees that if he violates any of the provisions of this Section 7, the running of the Restricted Period will be extended by the time during which he engages in such violations. Executive understands that his obligations under this Section 7 will continue in accordance with an office within a 50-mile radius its express terms regardless of any office changes in title, position, duties, salary, compensation or benefits or other terms and conditions of employment. Executive further understands that his obligations under this Section 7 will continue following the termination of employment regardless of the Corporationsmanner of such termination. Executive expressly consents to be bound by the provisions of this Section 7 for the benefit of the Company or any parent, subsidiary, successor or permitted assign to whose employ Executive may be transferred in accordance with the terms and conditions hereof without the necessity that this Section 7 be resigned at the time of such transfer. Notwithstanding the foregoing, (1) the Executive may own up to one two percent (12%) of the outstanding stock securities of a publicly held corporation entity which constitutes or is affiliated with a Competing Business, and (2) the provision of this Section 7(d) shall not apply if the Executive’s employment is terminated within two (2) years after a Change in Control of either the Bank or the Corporation. A “Change in Control” of either the Bank or the Corporation shall be deemed to occur upon the consummation of (i) any consolidation or merger of the Bank or the Corporation or other transaction where the shareholders of the Bank or the Corporation, immediately prior to the consolidation, merger or other transaction, would not, immediately after the consolidation, merger or other transaction, beneficially own (as such term is defined in Rule 13d-3 of the Exchange Act of 1934, as amended), directly or indirectly, shares representing in the aggregate more than 50 percent of the voting shares of the entity issuing cash or securities in the consolidation, merger or other transaction, or (ii) any sale or other transfer (in one transaction or a series of transactions contemplated by or arranged by any party as a single plan) of all or substantially all of the assets of the Bank or Corporation.

Noncompetition and Nonsolicitation. During (a) The Consultant shall not, and shall cause the Executive’s employment with the Bank and for Guarantor not to, at any time during the period that commencing on the Executive is entitled to receive severance under Section 4(b), the Executive (i) will not, directly or indirectly, whether as owner, partner, shareholder, consultant, agent, employee, co-venturer or otherwise, engage, participate, assist or invest in any Competing Business (as hereinafter defined); (ii) will refrain from directly or indirectly employing, attempting to employ, recruiting or otherwise soliciting, inducing or influencing any person to leave employment with the Corporations (other than terminations of employment of subordinate employees undertaken in the course of the Executive’s employment with the Bank); and (iii) will refrain from soliciting or encouraging any customer or supplier to terminate or otherwise modify adversely its business relationship with the Corporations. The Executive understands that the restrictions set forth in this Section 7(d) are intended to protect the Corporations’ interest in their Confidential Information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. If the Executive chooses not to be bound by the provision date of this Section 7(d), then no severance shall be payable under Section 4(b). For purposes of this Agreement, Agreement and expiring on the term “Competing Business” shall mean any financial institution with an office within a 50-mile radius of any office of the Corporations. Notwithstanding the foregoing, (1) the Executive may own up to one percent (1%) of the outstanding stock of a publicly held corporation which constitutes or is affiliated with a Competing Business, and (2) the provision of this Section 7(d) shall not apply if the Executive’s employment is terminated within two (2) years after a Change in Control of either the Bank or the Corporation. A “Change in Control” of either the Bank or the Corporation shall be deemed to occur upon the consummation later of (i) any consolidation or merger the date that is two years after the date of termination of the Bank or the Corporation or other transaction where the shareholders Guarantor’s service as a member of the Bank or the Corporation, immediately prior to the consolidation, merger or other transaction, would not, immediately after the consolidation, merger or other transaction, beneficially own (as such term is defined in Rule 13d-3 Board of Directors of the Exchange Act Company or (ii) the date that is eighteen (18) months following the termination of 1934, as amendedthe Consulting Period for any reason (the "Restricted Period"), directly or indirectlyindirectly engage in, shares representing have any equity interest in, or manage, provide services to or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which competes with any portion of the Business, as conducted by the Company Group anywhere within the Restricted Area (as defined below). The phrase “Restricted Area” as used in this Agreement shall mean (i) the States of Illinois, Maryland, Montana and Nevada (including all counties and incorporated cities therein) and (ii) all other States of the United States of America in which the Company Group conducts the Business from time to time during the Term. Nothing herein shall prohibit the Consultant or the Guarantor from being (A) a passive owner of not more than 5% of the outstanding equity interest in any entity that is publicly traded, so long as the Consultant has no active participation in the aggregate more than 50 percent business of the voting shares such entity, (B) a board member of the entity issuing cash or securities in the consolidation, merger or other transactiona publicly traded casino company that does not have a slot route operation, or (iiC) any sale an investor in restaurants that do not offer or provide slot machines, video lottery terminals or video poker. The Consultant and the Guarantor expressly acknowledge that the limitations and restrictions herein (including with respect to the Restricted Area and scope of the covenant not to compete) are reasonable and necessary to protect the legitimate business interests of the Company Group, especially given the special information and knowledge held by the Consultant and the Guarantor and the goodwill over which they have exercised substantial control and/or that they have managed, controlled, or substantially influenced, with respect to the Business of the Company and its subsidiaries as of the date of this Agreement. Further, the Consultant and the Guarantor acknowledge that the Company and Xxxxxxx Gaming would not have effected the Merger or proceeded with the other transfer (in one transaction or a series of transactions contemplated by or arranged by any party as a single plan) of all or substantially all the Merger Agreement and the Company would not have entered into this Agreement without receiving the full scope of the assets of protections provided for hereunder; and that any lesser restrictions (geographic or otherwise) would not adequately protect the Bank Company Group and the Business and would not have induced the Company and Xxxxxxx Gaming to execute the Merger Agreement or Corporationconsummate the transactions contemplated thereby.

Noncompetition and Nonsolicitation. During the (a) In view of Executive’s employment importance to the success of the Corporation, Executive and Corporation agree that the Corporation would likely suffer significant harm from Executive’s competing with Corporation during the Bank Employment and for some period of time thereafter. Accordingly, Executive agrees that Executive shall not engage in competitive activities either: (A) while employed by Corporation; or (B) if Executive’s Employment is terminated during the period that term of this Agreement, during the Restricted Period (as defined below). Executive is entitled shall be deemed to receive severance under Section 4(b)engage in competitive activities if he shall, without the Executive prior written consent of the Corporation, (i) will notin any county in which the Corporation has a branch office, ATM, loan processing center or any other facility, and all contiguous counties, (including the municipalities therein), render services directly or indirectly, whether as owneran employee, partnerofficer, shareholderdirector, consultant, agentadvisor, employee, co-venturer partner or otherwise, engagefor any organization or enterprise which competes directly or indirectly with the business of Corporation or any of its Affiliates in providing financial products or services (including, participatewithout limitation, assist banking, insurance, or invest in any Competing Business (as hereinafter defined); securities products or services) to consumers and businesses, or (ii) will refrain from directly or indirectly employingacquires 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 any county in which the Corporation has a branch office, attempting to employATM, recruiting loan processing center or otherwise solicitingany other facility, inducing and all contiguous counties, (including all municipalities therein) which competes directly or influencing any person to leave employment indirectly with the Corporations business of Corporation or any of its Affiliates in providing financial products or services (other 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 terminations 1 percent of employment any class of subordinate employees undertaken in the course publicly traded securities of the Executive’s employment with the Bank); and (iii) will refrain from soliciting or encouraging any customer or supplier to terminate or otherwise modify adversely its business relationship with the Corporations. The Executive understands that the restrictions set forth in this Section 7(d) are intended to protect the Corporations’ interest in their Confidential Information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. If the Executive chooses not to be bound by the provision of this Section 7(d), then no severance shall be payable under Section 4(b)a competitor. For purposes of this Agreement, Section 13 the term “Competing BusinessRestricted Period” shall mean any financial institution with an office within a 50-mile radius of any office equal twelve (12) months, commencing as of the Corporations. Notwithstanding date of termination of Executive’s Employment during the foregoing, (1) the Executive may own up to one percent (1%) of the outstanding stock of a publicly held corporation which constitutes or is affiliated with a Competing Business, and (2) the provision term of this Section 7(d) shall not apply if Agreement by the Executive’s employment is terminated within two (2) years Corporation without Cause or by Executive without Good Reason before a Change in Control or by either the Corporation or Executive for any reason after a Change in Control Control. For the avoidance of either doubt, the Bank or Restricted Period shall not apply following a termination of Executive’s Employment during the Corporation. A “Change in Control” term of either the Bank or this Agreement by the Corporation with Cause or by Executive with Good Reason. (b) While employed by Corporation and during the Restricted Period, Executive agrees that Executive shall be deemed to occur upon the consummation of not, in any manner directly (i) solicit by mail, by telephone, by personal meeting, or by any consolidation other means, any customer or merger prospective customer of the Bank Corporation 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 Corporation (including employment with or services to any predecessor or successor entities), to transact business with a person or an entity other than the Corporation or other transaction where its Affiliates or reduce or refrain from doing any business with the shareholders of the Bank Corporation or the Corporation, immediately prior to the consolidation, merger or other transaction, would not, immediately after the consolidation, merger or other transaction, beneficially own (as such term is defined in Rule 13d-3 of the Exchange Act of 1934, as amended), directly or indirectly, shares representing in the aggregate more than 50 percent of the voting shares of the entity issuing cash or securities in the consolidation, merger or other transaction, its Affiliates or (ii) interfere with or damage (or attempt to interfere with or damage) any sale relationship between Corporation or other transfer any of its Affiliates and any such customer or prospective customer, or any shareholder of the Corporation. The term “solicit” as used in this Section 13 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 business of Corporation or any of its Affiliates. (c) While employed by Corporation and during the Restricted Period, Executive agrees that Executive shall not, in one transaction any manner directly solicit any person who is an employee of Corporation or any of its Affiliates to apply for or accept employment or a series business opportunity with any other person or entity. (d) The parties agree that nothing herein shall be construed to limit or negate the common law of transactions contemplated by torts or arranged by any party as a single plantrade secrets where it provides broader protection than that provided herein. (e) If Executive’s Employment is terminated during the term of all or substantially all this Agreement, Executive’s obligations under this Section shall survive termination of the assets of the Bank or Corporationthis Agreement.

Noncompetition and Nonsolicitation. During In view of the unique and valuable services it is expected the Executive will render to the Company, the Executive’s employment with 's knowledge of the Bank clients, trade secrets, and for other proprietary information relating to the period that business of the Executive is entitled Company and its subsidiaries and affiliates and its clients and suppliers, and in consideration of compensation to receive severance under Section 4(b)be received hereunder, the Executive agrees that during his employment hereunder, and for one year thereafter in the event the Executive's employment hereunder is terminated prior to the end of the Term by the Company for Cause pursuant to Paragraph 5(c) hereof or by the Executive without Good Reason pursuant to Paragraph 5(f) hereof, the Executive will not compete with or be engaged in any business (whether as an officer, director, employee, agent, proprietor, stockholder, partner, member or otherwise) which is engaged in the business of (i) will notevaluating, directly structuring and building e-commerce and Internet-based businesses, including, without limitation, the marketing, branding and funding of such e-commerce and Internet-based businesses, or indirectly, whether as owner, partner, shareholder, consultant, agent, employee, co-venturer or otherwise, engage, participate, assist or invest in any Competing Business (as hereinafter defined); (ii) will refrain from directly or indirectly employingproviding investment banking services and related financial advisory services, attempting to employincluding, recruiting or otherwise solicitingwithout limitation, inducing or influencing any person to leave employment with the Corporations services of capital raising, financial restructuring, and identifying and structuring mergers and acquisitions. The provisions of this Paragraph 7 (other than terminations of employment of subordinate employees undertaken in the course of the Executive’s employment with the Bank); and (iiia) will refrain from soliciting or encouraging any customer or supplier to terminate or otherwise modify adversely its business relationship with the Corporations. The Executive understands that the restrictions set forth in this Section 7(d) are intended to protect the Corporations’ interest in their Confidential Information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. If not be deemed breached merely because the Executive chooses not to be bound by the provision of this Section 7(d), then no severance shall be payable under Section 4(b). For purposes of this Agreement, the term “Competing Business” shall mean any financial institution with an office within a 50-mile radius of any office of the Corporations. Notwithstanding the foregoing, (1) the Executive may own up to one owns less than ten percent (110%) of the outstanding common stock of a publicly held corporation which constitutes publicly-traded company or is affiliated with a Competing Businesspassive investor who owns less than ten percent (10%) of the outstanding common stock of a privately-held company. In further consideration of the compensation to be received hereunder, the Executive agrees that during the Term, and (2) for a period of one year subsequent to any termination hereunder, the provision of this Section 7(d) Executive shall not apply if the Executive’s employment is terminated within two (2) years after a Change in Control of either the Bank or the Corporation. A “Change in Control” of either the Bank or the Corporation shall be deemed to occur upon the consummation of (i) directly or indirectly solicit or attempt to solicit any consolidation or merger of the Bank employees, agents, consultants or the Corporation or other transaction where the shareholders representatives of the Bank Company or the Corporation, immediately prior of the (a) to the consolidation, merger or other transaction, would not, immediately after "Company" shall mean and include the consolidation, merger or other transaction, beneficially own (as such term is defined in Rule 13d-3 of the Exchange Act of 1934, as amended), directly or indirectly, shares representing in the aggregate more than 50 percent of the voting shares of the entity issuing cash or securities in the consolidation, merger or other transaction, or (ii) any sale or other transfer (in one transaction or a series of transactions contemplated by or arranged by any party as a single plan) of all or substantially all of the assets of the Bank or CorporationCompany's subsidiaries and affiliates.

Noncompetition and Nonsolicitation. During the Executive’s employment with the Bank Term and for one (1) year thereafter (or during the period that the Executive is entitled to receive severance under Section 4(bTermination Benefits Period, if longer), the Executive (i) will not, directly or indirectly, whether as owner, partner, shareholder, consultant, agent, employee, co-venturer or otherwise, engage, participate, assist or invest in any Competing Business (as hereinafter defined); (ii) will refrain from directly or indirectly employing, attempting to employ, recruiting or otherwise soliciting, inducing or influencing any person to leave employment with the Corporations Employer (other than terminations of employment of subordinate employees undertaken in the course of the Executive’s 's employment with the BankEmployer); and (iii) will refrain from soliciting or encouraging any customer or supplier to terminate or otherwise modify adversely its business relationship with the CorporationsEmployer; provided, however, that the foregoing one-year restriction shall not apply in the event the Executive's employment under this Agreement is terminated pursuant to Section 6(c) hereof. The Executive understands that the restrictions set forth in this Section 7(d) are intended to protect the Corporations’ Employer's interest in their its Confidential Information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. If the Executive chooses not to be bound by the provision of this Section 7(d), then no severance shall be payable under Section 4(b). For purposes of this Agreement, the term “"Competing Business” " shall mean a business (other than Xxxxxxxxxxxx & Xxxxxxxx, Inc.) conducted anywhere in the State of New Hampshire which is competitive with any financial institution with an office within a 50-mile radius business which the Employer or any of its affiliates conducts or proposes to conduct at any office time during the employment of the CorporationsExecutive. Notwithstanding the foregoing, (1) the Executive may own up to one percent (1%) of the outstanding stock of a publicly held corporation which constitutes or is affiliated with a Competing Business, and (2) the provision of this Section 7(d) shall not apply if the Executive’s employment is terminated within two (2) years after a Change in Control of either the Bank or the Corporation. A “Change in Control” of either the Bank or the Corporation shall be deemed to occur upon the consummation of (i) any consolidation or merger of the Bank or the Corporation or other transaction where the shareholders of the Bank or the Corporation, immediately prior to the consolidation, merger or other transaction, would not, immediately after the consolidation, merger or other transaction, beneficially own (as such term is defined in Rule 13d-3 of the Exchange Act of 1934, as amended), directly or indirectly, shares representing in the aggregate more than 50 percent of the voting shares of the entity issuing cash or securities in the consolidation, merger or other transaction, or (ii) any sale or other transfer (in one transaction or a series of transactions contemplated by or arranged by any party as a single plan) of all or substantially all of the assets of the Bank or Corporation.

Noncompetition and Nonsolicitation. During the Executive’s employment with the Bank Company and for 12 months thereafter (subject to automatic extension for an additional period equal to the period that of any breach of the Executive is entitled covenants in this Section 6 (d), within the framework of Sec 7, 36 to receive severance under Section 4(b38 Austrian Salaried Employees Act (Angestelltengesetz) and Sec 24 of the Austrian Act on Companies with Limited Liability (GmbHG), the Executive (i) will not, directly or indirectly, whether as owner, partner, shareholder, consultant, agent, employee, co-venturer or otherwise, engage, participate, assist or invest in any Competing Business (as hereinafter defined); (ii) will refrain from directly or indirectly employing, attempting to employ, recruiting or otherwise soliciting, inducing or influencing any person to leave employment with Parent or the Corporations Company (other than terminations of employment of subordinate employees undertaken in the course of the Executive’s employment with the BankCompany); and (iii) will refrain from soliciting or encouraging any customer or supplier to terminate or otherwise modify adversely its business relationship with Parent or the CorporationsCompany. The Executive understands that the restrictions set forth in this Section 7(d6 (d) are intended to protect Parent’s and the Corporations’ Company’s interest in their its Confidential Information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. If the Executive chooses not to be bound by the provision of this Section 7(d), then no severance shall be payable under Section 4(b). For purposes of this Agreement, the term “Competing Business” shall mean a business conducted anywhere in the world which is primarily engaged in viral immunotherapy (for prophylactic or therapeutic use) which is competitive with any financial institution with an office within a 50-mile radius business which Parent, the Company or any of their affiliates conducts or proposes to conduct at any office time during the employment of the CorporationsExecutive. Notwithstanding the foregoing, (1) the Executive may own (i) up to one percent (1%) of the outstanding stock of a publicly held corporation which constitutes or is affiliated with a Competing Business, and (2) the provision of this Section 7(d) shall not apply if the Executive’s employment is terminated within two (2) years after a Change in Control of either the Bank or the Corporation. A “Change in Control” of either the Bank or the Corporation shall be deemed to occur upon the consummation of (i) any consolidation or merger of the Bank or the Corporation or other transaction where the shareholders of the Bank or the Corporation, immediately prior to the consolidation, merger or other transaction, would not, immediately after the consolidation, merger or other transaction, beneficially own (as such term is defined in Rule 13d-3 of the Exchange Act of 1934, as amended), directly or indirectly, shares representing in the aggregate more than 50 percent of the voting shares of the entity issuing cash or securities in the consolidation, merger or other transaction, or (ii) any sale or other transfer up to five percent (5%) in one transaction or a series of transactions contemplated by or arranged by any party as a single plan) of all or substantially all of companies which do not directly compete with the assets of the Bank or CorporationCompany.

Noncompetition and Nonsolicitation. During the Executive’s employment with the Bank Corporations and for the period that the Executive is entitled to receive severance under Section 4(b), the Executive (i) will not, directly or indirectly, whether as owner, partner, shareholder, consultant, agent, employee, co-venturer or otherwise, engage, participate, assist or invest in any Competing Business (as hereinafter defined); (ii) will refrain from directly or indirectly employing, attempting to employ, recruiting or otherwise soliciting, inducing or influencing any person to leave employment with the Corporations (other than terminations of employment of subordinate employees undertaken in the course of the Executive’s employment with the Bank); and (iii) will refrain from soliciting or encouraging any customer or supplier to terminate or otherwise modify adversely its business relationship with the Corporations. The Executive understands that the restrictions set forth in this Section 7(d) are intended to protect the Corporations’ interest in their Confidential Information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. If the Executive chooses not to be bound by the provision of this Section 7(d), then no severance shall be payable under Section 4(b). For purposes of this Agreement, the term “Competing Business” shall mean any financial institution with an office within a 50-mile radius of any office of the Corporations. Notwithstanding the foregoing, (1) the Executive may own up to one percent (1%) of the outstanding stock of a publicly held corporation which constitutes or is affiliated with a Competing Business, and (2) the provision of this Section 7(d) shall not apply if the Executive’s employment is terminated within two (2) years after a Change in Control of either the Bank or the Corporation. A “Change in Control” of either the Bank or the Corporation shall be deemed to occur upon the consummation of (i) any consolidation or merger of the Bank or the Corporation or other transaction where the shareholders of the Bank or the Corporation, immediately prior to the consolidation, merger or other transaction, would not, immediately after the consolidation, merger or other transaction, beneficially own (as such term is defined in Rule 13d-3 of the Exchange Act of 1934, as amended), directly or indirectly, shares representing in the aggregate more than 50 percent of the voting shares of the entity issuing cash or securities in the consolidation, merger or other transaction, or (ii) any sale or other transfer (in one transaction or a series of transactions contemplated by or arranged by any party as a single plan) of all or substantially all of the assets of the Bank or Corporation.

Noncompetition and Nonsolicitation. The Employee acknowledges that for the purposes of this Section 11 and Sections 9 and 10 the term “Employer” includes not only Chico’s, but also the White House|Black Market, Soma by Chico’s, and any other separately organized divisions that may be established during the period of employment. The Employee hereby acknowledges that, during and solely as a result of his employment by the Employer, he may have received and shall continue to receive: (1) special training and education with respect to the operations of a retail clothing chain and other related matters, and (2) access to confidential information and business and professional contacts. In consideration of the special and unique opportunities afforded to the Employee by the Employer as a result of the Employee’s employment, as outlined in the previous sentence, the Employee hereby agrees as follows: a) During the Executiveterm of the Employee’s employment, whether pursuant to this Agreement, any automatic or other renewal hereof or otherwise, and, except as may be otherwise herein provided, for a period of one (1) year after the termination of his employment with the Bank and Employer, regardless of the reason for such termination, the Employee shall not, directly or indirectly, enter into, engage in, be employed by or consult with any specialty retail business which competes with the business of the Employer by selling, offering to sell, or soliciting offers to buy on behalf of any specialty retail business, or by consulting with any specialty retail business, concerning the selling of, any women’s apparel or intimates product substantially similar to those sold or planned to be sold by the Employer. The Employee shall not engage in such prohibited activities either as an individual, partner, officer, director, stockholder, employee, advisor, independent contractor, joint venturer, consultant, agent, or representative or salesman for any person, firm, partnership, corporation or other entity so competing with the Employer. The restrictions of this Section 11 shall not be violated by: (i) the ownership of no more than 2% of the outstanding securities of any company whose stock is traded on a national securities exchange or is quoted in the Automated Quotation System of the National Association of Securities Dealers (NASDAQ); (ii) other outside business investments that do not in any manner conflict with the services to be rendered by the Employee for the period Employer and that do not diminish or detract from the Employee’s ability to render his required attention to the business of the Employer; or (iii) the Employee’s employment by (or association with) any entity so long as the Executive is entitled to receive severance not employed directly by the women’s apparel or intimate products specialty store divisions thereof and no more than five percent (5%) of the revenue of such entity under Section 4(b)the Employee’s supervision is generated from women’s apparel or intimate products specialty stores. b) During his employment with the Employer and, except as may be otherwise herein provided, for a period of two (2) years following the termination of his employment with the Employer, regardless of the reason for such termination, the Executive (i) Employee agrees he refrain from and will not, directly or indirectly, whether as owneran individual, partner, shareholderofficer, director, stockholder, employee, advisor, independent contractor, joint venturer, consultant, agent, employeerepresentative, cosalesman or otherwise solicit any non-venturer clerical employee of the Employer who was such an employee as of the date of the Employee’s termination of employment to terminate his or her employment. Nothing herein shall prevent the Employee from serving as a reference for any employee of the Employer or from the general advertising for employees. c) The period of time during which the Employee is prohibited from engaging in certain business practices pursuant to Sections 11(a) or (b) shall be extended by any length of time during which the Employee is in breach of such covenants. d) It is understood by and between the parties hereto that the foregoing restrictive covenants set forth in Sections 11(a) through (c) are essential elements of this Agreement, and that, but for the agreement of the Employee to comply with such covenants, the Employer would not have agreed to enter into this Agreement. Such covenants by the Employee shall be construed as agreements independent of any other provision in this Agreement. The existence of any claim or cause of action of the Employee against the Employer, whether predicated on this Agreement, or otherwise, engage, participate, assist or invest in shall not constitute a defense to the enforcement by the Employer of such covenants. e) It is agreed by the Employer and Employee that if any Competing Business (as hereinafter defined); (ii) will refrain from directly or indirectly employing, attempting to employ, recruiting or otherwise soliciting, inducing or influencing any person to leave employment with the Corporations (other than terminations of employment of subordinate employees undertaken in the course portion of the Executive’s employment with the Bank); and (iii) will refrain from soliciting or encouraging any customer or supplier to terminate or otherwise modify adversely its business relationship with the Corporations. The Executive understands that the restrictions covenants set forth in this Section 7(d) 11 are intended to protect the Corporations’ interest in their Confidential Information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. If the Executive chooses not held to be bound invalid, unreasonable, arbitrary or against public policy, then such portion of such covenants shall be considered divisible both as to time and geographical area. The Employer and Employee agree that, if any court of competent jurisdiction determines the specified time period or the specified geographical area applicable to this Section 11 to be invalid, unreasonable, arbitrary or against public policy, a lesser time period or geographical area which is determined to be reasonable, non-arbitrary and not against public policy may be enforced against the Employee. The Employer and the Employee agree that the foregoing covenants are appropriate and reasonable when considered in light of the nature and extent of the business conducted by the provision of this Section 7(d), then no severance shall be payable under Section 4(b). For purposes of this Agreement, the term “Competing Business” shall mean any financial institution with an office within a 50-mile radius of any office of the Corporations. Notwithstanding the foregoing, (1) the Executive may own up to one percent (1%) of the outstanding stock of a publicly held corporation which constitutes or is affiliated with a Competing Business, and (2) the provision of this Section 7(d) shall not apply if the Executive’s employment is terminated within two (2) years after a Change in Control of either the Bank or the Corporation. A “Change in Control” of either the Bank or the Corporation shall be deemed to occur upon the consummation of (i) any consolidation or merger of the Bank or the Corporation or other transaction where the shareholders of the Bank or the Corporation, immediately prior to the consolidation, merger or other transaction, would not, immediately after the consolidation, merger or other transaction, beneficially own (as such term is defined in Rule 13d-3 of the Exchange Act of 1934, as amended), directly or indirectly, shares representing in the aggregate more than 50 percent of the voting shares of the entity issuing cash or securities in the consolidation, merger or other transaction, or (ii) any sale or other transfer (in one transaction or a series of transactions contemplated by or arranged by any party as a single plan) of all or substantially all of the assets of the Bank or CorporationEmployer.

Noncompetition and Nonsolicitation. During the Executive’s employment with the Bank Company and for 12 months thereafter, regardless of the period that reason for the Executive is entitled to receive severance under Section 4(b)termination, the Executive (i) will not, directly or indirectly, whether as owner, partner, shareholder, consultant, agent, employee, co-venturer or otherwise, engage, participate, assist or invest in any Competing Business (as hereinafter defined); (ii) will refrain from directly or indirectly employing, attempting to employ, recruiting or otherwise soliciting, inducing or influencing any person to leave employment with the Corporations Company (other than terminations of employment of subordinate employees undertaken in the course of the Executive’s employment with the BankCompany); and (iii) will refrain from soliciting or encouraging any customer or supplier to terminate or otherwise modify adversely its business relationship with the CorporationsCompany. The Executive understands that the restrictions set forth in this Section 7(d7(a) are intended to protect the Corporations’ Company’s interest in their Confidential Information its confidential information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. If the Executive chooses not to be bound by the provision of this Section 7(d), then no severance shall be payable under Section 4(b). For purposes of this Agreement, the term “Competing Business” shall mean the business of discovering, developing and/or commercializing: (i) pharmaceuticals that target calcium and sodium ion channels, (ii) combination pharmaceuticals and technologies that discover combination pharmaceuticals, (iii) modified release formulations of long-acting opioids, or (iv) any financial institution other products that are competitive with an office within a 50-mile radius of any office or similar to the products of the CorporationsCompany or the products that the Company has under active development at the time of the termination of Executive's employment. Notwithstanding the foregoing, (1) the Executive may own up to one percent (1%) of the outstanding stock of a publicly held corporation which constitutes or is affiliated with a Competing Business, and (2) the provision Executive's Board of Directors memberships on the date of this Section 7(d) Agreement shall not apply if the Executive’s employment is terminated within two (2) years after a Change in Control of either the Bank or the Corporation. A “Change in Control” of either the Bank or the Corporation shall be deemed to occur upon the consummation of (i) any consolidation or merger of the Bank or the Corporation or other transaction where the shareholders of the Bank or the Corporation, immediately prior to the consolidation, merger or other transaction, would not, immediately after the consolidation, merger or other transaction, beneficially own (as such term is defined in Rule 13d-3 of the Exchange Act of 1934, as amended), directly or indirectly, shares representing in the aggregate more than 50 percent of the voting shares of the entity issuing cash or securities in the consolidation, merger or other transaction, or (ii) any sale or other transfer (in one transaction or constitute a series of transactions contemplated by or arranged by any party as a single plan) of all or substantially all of the assets of the Bank or CorporationCompeting Business.

Noncompetition and Nonsolicitation. During the Executive’s employment with the Bank Term and for a period of 12 calendar months after the period that termination of the Executive is entitled to receive severance under Section 4(bExecutive's employment (the "Non-compete Period"), the Executive (i) will shall not, directly or indirectly, whether either as owner, partner, shareholder, consultanta principal, agent, employee, co-venturer employer, stockholder, partner or otherwise, engage, participate, assist or invest in any Competing Business other capacity whatsoever: (as hereinafter defined); (iia) will refrain from directly engage or indirectly employingassist others engaged, attempting in whole or in part, in any business which is engaged in a business or enterprise that is substantially similar to employand in competition with the business of the Company that the Company was engaged in, recruiting or otherwise solicitinga planned business of the Company that had been proposed in writing to senior officers of the Company or the Board and had not been rejected by the Company or the Board, inducing or influencing any person to leave during the period of the Executive's employment with the Corporations Company; or (b) without the prior consent of the Board, employ or solicit the employment of, or assist others in employing or soliciting the employment of, any individual employed by the Company (other than terminations of employment of subordinate employees undertaken in the course of the Executive’s employment with 's personal assistant or Executive's secretary) at any time while the Bank)Executive was also so employed; and (iii) will refrain from soliciting or encouraging any customer or supplier to terminate or otherwise modify adversely its business relationship with the Corporations. The Executive understands provided, however, that the restrictions set forth in this Section 7(d) are intended to protect the Corporations’ interest in their Confidential Information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. If the Executive chooses not to be bound by the provision provisions of this Section 7(d), then no severance 12 shall be payable under Section 4(b)not apply in the event the Company materially breaches this Agreement. For purposes of this Section 12, a business shall be in competition with the Company only if a significant portion of its business is to originate mortgage loans to or purchase real estate from and lease such real estate back to operators of single-tenant retail, distribution or service companies in the United States. Notwithstanding any other provision of this Agreement, in the term “Competing Business” event the Executive's employment is terminated "For Cause," the Non-Compete Period shall mean be 12 calendar months. Nothing in this Section 12 shall impede, restrict or otherwise interfere with the Executive's management and operation of the Excluded Businesses. Further, nothing in this Section 12 shall prohibit Executive from making any financial institution with an office within passive investment in a 50-mile radius public company, or where she is the owner of 5% or less of the issued and outstanding voting securities of any office entity, provided such ownership does not result in her being obligated or required to devote any managerial efforts. The Executive agrees that the restraints imposed upon her pursuant to this Section 12 are necessary for the reasonable and proper protection of the Corporations. Notwithstanding the foregoingCompany and its subsidiaries and affiliates, (1) the Executive may own up to and that each and every one percent (1%) of the outstanding stock restraints is reasonable in respect to subject matter, length of a publicly held corporation which constitutes or is affiliated with a Competing Businesstime and geographic area. The parties further agree that, and (2) in the event that any provision of this Section 7(d) 12 shall not apply if the Executive’s employment is terminated within two (2) years after be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a Change in Control time, too large a geographic area or too great a range of either the Bank or the Corporation. A “Change in Control” of either the Bank or the Corporation activities, such provision shall be deemed to occur upon the consummation of (i) any consolidation or merger of the Bank or the Corporation or other transaction where the shareholders of the Bank or the Corporation, immediately prior be modified to permit its enforcement to the consolidation, merger or other transaction, would not, immediately after the consolidation, merger or other transaction, beneficially own (as such term is defined in Rule 13d-3 of the Exchange Act of 1934, as amended), directly or indirectly, shares representing in the aggregate more than 50 percent of the voting shares of the entity issuing cash or securities in the consolidation, merger or other transaction, or (ii) any sale or other transfer (in one transaction or a series of transactions contemplated maximum extent permitted by or arranged by any party as a single plan) of all or substantially all of the assets of the Bank or Corporationlaw.

Noncompetition and Nonsolicitation. During (a) Subject to Section 4.2(b) hereof, during the Executive’s employment with Employment Period and until the Bank and for end of the period Restricted Period, the Executive agrees that the Executive is entitled to receive severance under Section 4(b), the Executive (i) will not, directly or indirectly, whether on the Executive’s own behalf or as a partner, owner, partnerofficer, shareholderdirector, consultantstockholder, agentmember, employee, co-venturer agent or otherwiseconsultant of any other Person (including, engagewithout limitation any “Sterling Affiliate,” as defined herein), participate, assist within the United States of America or invest in any Competing Business other country or territory in which the businesses of the Company are conducted: (i) own, manage, operate, control, be employed by, provide services as a consultant, to or participate in the ownership, management, operation, or control of, any enterprise that engages in, owns or operates businesses that provide facility-based or online tutoring services or tutoring services provided under contract with a Governmental Entity (as hereinafter defineddefined in the APA) in the United States, in each case, for grades K-12 and younger students (other than any business conducted pursuant to the Master License Agreement (as defined in the APA); ) and any enterprise that owns or operates government funded “charter schools” as such term is defined under applicable law in effect on March 10, 2003. (ii) will refrain from directly or indirectly employingsolicit, attempting to employhire, recruiting or otherwise solicitingattempt to establish for any Person, inducing any employment, agency, consulting or influencing other business relationship with any person to leave employment with Person who is or was an employee of the Corporations Company or any of its Affiliates, provided that (other than terminations w) the prohibition in this Section 4.2(a)(ii) shall not bar the Executive from soliciting or hiring any former employee who at the time of employment such solicitation or hire had not been employed by the Company or any of subordinate employees undertaken in the course its Affiliates for a period of at least one year, (x) following the Executive’s employment termination of employment, the Executive may hire but not solicit any Person covered in this clause (ii) if such hiring occurs after a Change of Control of the Company with respect to Persons employed at that entity, (y) the Bank); prohibition in this Section 4.2(a)(ii) does not bar the Executive from soliciting or hiring the Executive’s personal assistant following the Executive’s termination of employment, and (z) the prohibition does not apply to individuals below the level of vice president at the Company unless the Executive knowingly solicits the individual to leave the Company’s employ. (iii) will refrain from soliciting or encouraging any customer or supplier to terminate or otherwise modify adversely its business relationship with the Corporations. The Executive understands that the restrictions set forth parties hereto acknowledge and agree that, notwithstanding anything in this Section 7(d4.2(a)(i) are intended to protect the Corporations’ interest in their Confidential Information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. If the Executive chooses not to be bound by the provision of this Section 7(d), then no severance shall be payable under Section 4(b). For purposes of this Agreement, the term “Competing Business” shall mean any financial institution with an office within a 50-mile radius of any office of the Corporations. Notwithstanding the foregoinghereof, (1x) the Executive may own up or hold, solely as passive investments, securities of Persons engaged in any business that would otherwise be included in Section 4.2(a)(i) as long as with respect to one each such investment, the securities held by the Executive do not exceed five percent (15%) of the outstanding stock securities of a such Person and, such securities are publicly held corporation which constitutes or is affiliated with a Competing Business, traded and (2) the provision of this registered under Section 7(d) shall not apply if the Executive’s employment is terminated within two (2) years after a Change in Control of either the Bank or the Corporation. A “Change in Control” of either the Bank or the Corporation shall be deemed to occur upon the consummation of (i) any consolidation or merger 12 of the Bank or the Corporation or other transaction where the shareholders of the Bank or the Corporation, immediately prior to the consolidation, merger or other transaction, would not, immediately after the consolidation, merger or other transaction, beneficially own (as such term is defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), and the parties agree that the Executive shall not be deemed to violate Section 4.2(a)(i) hereof solely by virtue of the ownership by the Sterling Affiliates or investment vehicles that are not Affiliates of the Executive or his immediate family of more than 5%, provided that the Executive’s indirect equity interest in the ultimate investment is less than 5% of the outstanding securities of that Person that would otherwise be included in Section 4.2(i); and (y) the Executive may serve on the board of directors (or other comparable position) or as an officer of any entity at the request of the Board; provided, however, that in the case of investments otherwise permitted under clause (x) above, the Executive shall not be permitted to, directly or indirectly, shares representing in the aggregate more than 50 percent of the voting shares of the entity issuing cash or securities in the consolidation, merger or other transactionparticipate in, or attempt to influence, the management, direction or policies of (ii) other than through the exercise of any sale voting rights held by the Executive in connection with such securities), or other transfer (in one transaction or a series of transactions contemplated by or arranged by lend his name to, any party as a single plan) of all or substantially all of the assets of the Bank or Corporationsuch Person.

Noncompetition and Nonsolicitation. During the Executive’s employment with the Bank Term, and for one (1) year thereafter (or during the period that the Executive is entitled to receive severance under Section 4(bTermination Benefits Period, if longer), the Executive (i) will not, directly or indirectly, whether as owner, partner, shareholder, consultant, agent, employee, co-venturer or otherwise, engage, participate, assist or invest in any Competing Business (as hereinafter defined); (ii) will refrain from directly or indirectly employing, attempting to employ, recruiting or otherwise soliciting, inducing or influencing any person to leave employment with the Corporations Xxxxxxxx or PNB (other than terminations of employment of subordinate employees undertaken in the course of the Executive’s 's employment with the BankEmployer); and (iii) will refrain from soliciting or encouraging any customer or supplier to terminate or otherwise modify adversely its business relationship with Xxxxxxxx or PNB; provided, however, that the Corporationsrestrictions set forth in the foregoing sentence shall not apply in the event that the Executive's employment under this Agreement is terminated pursuant to Section 7(c) ("Termination by the Employer Without Cause"). The Executive understands that the restrictions set forth in this Section 7(d8(d) are intended to protect the Corporations’ Employer's interest in their its Confidential Information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. If the Executive chooses not to be bound by the provision of this Section 7(d), then no severance shall be payable under Section 4(b). For purposes of this Agreement, the term “"Competing Business” " shall mean a business conducted anywhere in the State of New Hampshire which is competitive with any financial institution with an office within a 50-mile radius of business which Xxxxxxxx, PNB, or any office of the Corporationsaffiliates of either of them conducts or proposes to conduct at any time during the employment of the Executive. Notwithstanding the foregoing, (1) the Executive may own up to one percent (1%) of the outstanding stock of a publicly held corporation which constitutes or is affiliated with a Competing Business. Notwithstanding the foregoing, and in the event that the Executive becomes entitled to Termination Benefits pursuant to Section 7(f) (2) the provision "Termination Following a Change of Control"), this Section 7(d8(d) shall not apply if to the Executive with respect to the Executive’s employment is terminated within two (2) years after a Change in Control of either 's activities during any period following the Bank or the Corporation. A “Change in Control” of either the Bank or the Corporation shall be deemed to occur upon the consummation of (i) any consolidation or merger termination of the Bank or the Corporation or other transaction where the shareholders of the Bank or the Corporation, immediately prior to the consolidation, merger or other transaction, would not, immediately after the consolidation, merger or other transaction, beneficially own (as such term is defined in Rule 13d-3 of the Exchange Act of 1934, as amended), directly or indirectly, shares representing in the aggregate more than 50 percent of the voting shares of the entity issuing cash or securities in the consolidation, merger or other transaction, or (ii) any sale or other transfer (in one transaction or a series of transactions contemplated by or arranged by any party as a single plan) of all or substantially all of the assets of the Bank or CorporationExecutive's employment.

Noncompetition and Nonsolicitation. During the Executive’s employment with the Bank term of this Agreement and for the period that the Executive is entitled to receive severance under Section 4(b)one (1) year thereafter, the Executive (i) will not, directly or indirectly, whether as owner, partner, shareholder, consultant, agent, employee, co-venturer or otherwise, engage, participate, assist or invest in any Competing Business (as hereinafter defineddefined below); (ii) will refrain from directly or indirectly employing, attempting to employ, recruiting or otherwise soliciting, inducing or influencing any person to leave employment with the Corporations Employer (other than terminations of employment of subordinate employees undertaken in the course of the Executive’s employment with the BankEmployer); and (iii) will refrain from soliciting or encouraging any customer or supplier to terminate or otherwise modify adversely its business relationship with the CorporationsEmployer. The Executive understands that the restrictions set forth in this Section 7(d8(d) are intended to protect the Corporations’ Employer’s interest in their its Confidential Information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. If the Executive chooses not to be bound by the provision of this Section 7(d), then no severance shall be payable under Section 4(b). For purposes of this Agreement, the term “Competing Business” shall mean a business conducted anywhere in any financial institution with an office within a 50-mile radius of any office jurisdiction where the Employer and/or its affiliates conduct such business as of the Corporationsdate Executive’s employment terminates, and shall be deemed to include, without limitation, any business activity or jurisdiction which is covered by or included in a written proposal or business plan existing on the date of the termination of the Executive’s employment with the Employer, which is directly competitive with any business which the Employer or any of its affiliates conducted at any time during the employment of the Executive. Notwithstanding the foregoing, (1i) the Executive may own up to one percent (1%) of the outstanding stock of a publicly held corporation which constitutes or is affiliated with a Competing Business, and (2ii) the provision of this Section 7(d) companies listed on Exhibit B hereto shall not apply if the Executive’s employment is terminated within two (2) years after a Change in Control of either the Bank or the Corporation. A “Change in Control” of either the Bank or the Corporation shall be deemed to occur upon the consummation of (i) any consolidation or merger of the Bank or the Corporation or other transaction where the shareholders of the Bank or the Corporation, immediately prior to the consolidation, merger or other transaction, would not, immediately after the consolidation, merger or other transaction, beneficially own (as such term is defined in Rule 13d-3 of the Exchange Act of 1934, as amended), directly or indirectly, shares representing in the aggregate more than 50 percent of the voting shares of the entity issuing cash or securities in the consolidation, merger or other transaction, or (ii) any sale or other transfer (in one transaction or be a series of transactions contemplated by or arranged by any party as a single plan) of all or substantially all of the assets of the Bank or CorporationCompeting Business.

Noncompetition and Nonsolicitation. During the Executive’s employment with the Bank Employer and for the period that the Executive is entitled to receive severance under Section 4(b)one (1) year thereafter, the Executive (i) will not, directly or indirectly, whether as owner, partner, shareholder, consultant, agent, employee, co-venturer or otherwise, engage, participate, assist or invest in any Competing Business (as hereinafter defined); , (ii) will refrain from directly or indirectly employing, attempting to employ, recruiting or otherwise soliciting, inducing or influencing any person to leave employment with the Corporations Employer (other than terminations of employment of subordinate employees undertaken in the course of the Executive’s employment with the BankEmployer); and (iii) will refrain from soliciting or encouraging any customer or supplier to terminate or otherwise modify adversely its business relationship with the CorporationsEmployer. The Executive understands that the restrictions set forth in this Section 7(d) 8 are intended to protect the Corporations’ Employer’s interest in their its Confidential Information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. If the Executive chooses not to be bound by the provision of this Section 7(d), then no severance shall be payable under Section 4(b). For purposes of this Agreement, the term ““ Competing BusinessBusiness ” shall mean any financial institution with an office a business which consists of operating specialty HIV pharmacies anywhere within a 50-mile radius of any office of the CorporationsUnited States. Notwithstanding the foregoing, (1) the Executive may own up to one percent (1%) of the outstanding stock of a publicly publicly-held corporation which constitutes or is affiliated with a Competing Business. The Employer may extend the period of noncompetition and nonsolicitation for an additional period not exceeding one (1) year, provided that it extends and (2) pays Termination Benefits to the provision Executive for the duration of this the extension, such Termination Benefits to be payable, in each case, in the same form as provided in Section 7(d) shall not apply 6 but as if the Date of Termination were the last day of the extended covenant period. Notwithstanding the foregoing, the Executive’s employment is terminated within two (2obligations under Section 8(d)(i) years after a Change in Control shall terminate and be of either the Bank no further force or the Corporation. A “Change in Control” of either the Bank or the Corporation shall be deemed to occur effect upon the consummation of (i) any consolidation or merger termination of the Bank or the Corporation or other transaction where the shareholders Executive’s Employment under any of the Bank or the Corporation, immediately prior to the consolidation, merger or other transaction, would not, immediately after the consolidation, merger or other transaction, beneficially own (as such term is defined circumstances described in Rule 13d-3 of the Exchange Act of 1934, as amendedSection 6(b), directly or indirectly, shares representing in the aggregate more than 50 percent of the voting shares of the entity issuing cash or securities in the consolidation, merger or other transaction, or (ii) any sale or other transfer (in one transaction or a series of transactions contemplated by or arranged by any party as a single plan) of all or substantially all of the assets of the Bank or Corporation.

Noncompetition and Nonsolicitation. The Executive understands that the restrictions set forth in this Section 5(e) are intended to protect the Company’s interest in its Confidential Information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. (i) During the Executive’s employment with the Bank Company and for 12 months thereafter, regardless of the period that reason for the Executive is entitled to receive severance under Section 4(btermination (the “Noncompete Restricted Period”), the Executive (i) will not, directly or indirectly, whether as owner, partner, shareholder, consultant, agent, employee, co-venturer or otherwise, engage, participate, assist or invest in any Competing Business (as hereinafter defined); (ii. Notwithstanding this foregoing Section 5(e)(i), the Executive shall not be subject to the restrictions of this Section 5(e)(i) will refrain from directly or indirectly employing, attempting to employ, recruiting or otherwise soliciting, inducing or influencing any person to leave employment with the Corporations (other than terminations of employment of subordinate employees undertaken in the course of after the Executive’s employment with the BankCompany ends (nor entitled to the Noncompetition Consideration set forth below) if the Company terminates the Executive’s employment without Noncompete Cause or lays the Executive off. For its part, the Company agrees to provide the Noncompetition Consideration to the Executive in exchange for the Executive’s post-employment obligations under this Section 5(e)(i); provided that the Company may waive its rights under this Section 5(e)(i) and (iii) will refrain from soliciting or encouraging any customer or supplier in such event, the Company shall not be obligated to terminate or otherwise modify adversely its business relationship with provide the CorporationsNoncompetition Consideration. The Executive understands acknowledges that this covenant is necessary because the restrictions set forth Company’s legitimate business interests cannot be adequately protected solely by the other covenants in this Section 7(d) are intended to protect the Corporations’ interest in their Confidential Information and established employee, customer and supplier relationships and goodwill, Agreement. The Executive further acknowledges and agrees that such restrictions are reasonable and appropriate for this purpose. If any payments the Executive chooses not receives pursuant to be bound by the provision of this Section 7(d)5(e)(i) shall reduce (and shall not be in addition to) any severance or separation pay that the Executive is otherwise entitled to receive from the Company pursuant to an agreement, then no severance shall be payable under Section 4(b). For purposes of plan (including the Severance Plan referred to in this Agreement, the term “Competing Business” shall mean any financial institution with an office within a 50-mile radius of any office of the Corporations) or otherwise. Notwithstanding the foregoing, (1) the Executive may own up to one two percent (12%) of the outstanding stock of a publicly held corporation which constitutes or is affiliated with a Competing Business, . The Executive acknowledges and agrees that (2A) the provision Executive received this Agreement at least ten (10) business days before the commencement of this Section 7(d) shall not apply if the Executive’s employment is terminated within two with the Company; and (2B) years after a Change in Control of either the Bank or Executive has been advised by the Corporation. A “Change in Control” of either Company that the Bank or Executive has the Corporation shall be deemed right to occur upon the consummation of (i) any consolidation or merger of the Bank or the Corporation or other transaction where the shareholders of the Bank or the Corporation, immediately consult with counsel prior to the consolidation, merger or other transaction, would not, immediately after the consolidation, merger or other transaction, beneficially own (as such term is defined in Rule 13d-3 of the Exchange Act of 1934, as amended), directly or indirectly, shares representing in the aggregate more than 50 percent of the voting shares of the entity issuing cash or securities in the consolidation, merger or other transaction, or (ii) any sale or other transfer (in one transaction or a series of transactions contemplated by or arranged by any party as a single plan) of all or substantially all of the assets of the Bank or Corporationsigning this Agreement.

Noncompetition and Nonsolicitation. (a) During Executive’s employment and for a period of twelve (12) months after the termination of Executive’s employment with the Bank Company, Executive will not directly or indirectly, absent the Company’s prior written approval, render services of a business, professional or commercial nature to any other person or entity that competes with the Company in the same geographical area where the Company does business at the time this covenant is in effect (or where the Company has made, as of the effective date of termination, active plans to do business), whether such services are for compensation or otherwise, whether alone or in conjunction with others, as an employee, as a partner, or as a shareholder (other than as the holder of not more than 1% of the combined voting power of the outstanding stock of a public company), officer or director of any corporation or other business entity, or as a trustee, fiduciary or in any other similar representative capacity. The restrictions set forth in this Section 6.2 shall be applicable only as to the following lines of business: printing, packaging, plastics, anti-counterfeiting technology, solutions and products, and brand protection. (b) During Executive’s employment and for a period of twelve (12) months after the period that termination of Executive’s employment with the Company, Executive is entitled to receive severance under Section 4(b), the Executive (i) will not, directly or indirectly, whether as ownerrecruit, partnersolicit or induce, shareholderor attempt to recruit, consultantsolicit or induce any employee or employees of the Company to terminate their employment with, agent, employee, co-venturer or otherwise, engage, participate, assist or invest in any Competing Business (as hereinafter defined); (ii) will refrain from directly or indirectly employing, attempting to employ, recruiting or otherwise solicitingcease their relationship with, inducing or influencing any person to leave the Company. (c) During Executive’s employment with and for a period of twelve (12) months after the Corporations (other than terminations termination of employment of subordinate employees undertaken in the course of the Executive’s employment with the Bank); and (iii) Company, Executive will refrain from soliciting or encouraging any customer or supplier to terminate or otherwise modify adversely its business relationship with the Corporations. The Executive understands that the restrictions set forth in this Section 7(d) are intended to protect the Corporations’ interest in their Confidential Information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. If the Executive chooses not to be bound by the provision of this Section 7(d), then no severance shall be payable under Section 4(b). For purposes of this Agreement, the term “Competing Business” shall mean any financial institution with an office within a 50-mile radius of any office of the Corporations. Notwithstanding the foregoing, (1) the Executive may own up to one percent (1%) of the outstanding stock of a publicly held corporation which constitutes or is affiliated with a Competing Business, and (2) the provision of this Section 7(d) shall not apply if the Executive’s employment is terminated within two (2) years after a Change in Control of either the Bank or the Corporation. A “Change in Control” of either the Bank or the Corporation shall be deemed to occur upon the consummation of (i) any consolidation or merger of the Bank or the Corporation or other transaction where the shareholders of the Bank or the Corporation, immediately prior to the consolidation, merger or other transaction, would not, immediately after the consolidation, merger or other transaction, beneficially own (as such term is defined in Rule 13d-3 of the Exchange Act of 1934, as amended), directly or indirectly, shares representing solicit, divert or take away, or attempt to solicit, divert or take away, the business or patronage of any of the Serviced Clients of the Company or the Marketed Prospective Clients of the Company, as defined in Section 6.2(d). (d) As used above, a “Serviced Client” shall be considered any client, customers or accounts of the Company with whom Executive had business dealings or contacts on behalf of the Company in the aggregate more than 50 percent course of Employee’s employment with the Company or about which Executive had access to Proprietary Information. As used above, the “Marketed Prospective Clients” shall be considered any prospective clients, customers or accounts of the voting shares Company with whom Executive had business dealings or contacts on behalf of the entity issuing cash or securities Company in the consolidation, merger course of Executive’s employment with the Company or other transaction, or (ii) any sale or other transfer (in one transaction or a series of transactions contemplated by or arranged by any party as a single plan) of all or substantially all of the assets of the Bank or Corporationabout which Executive had access to Proprietary Information.

Noncompetition and Nonsolicitation. During the Term and for a period of 12 calendar months after the termination of the Executive’s employment with (the Bank and for the period that the Executive is entitled to receive severance under Section 4(b“Non-compete Period”), the Executive (i) will shall not, directly or indirectly, whether either as owner, partner, shareholder, consultanta principal, agent, employee, co-venturer employer, stockholder, partner or otherwise, engage, participate, assist or invest in any Competing Business other capacity whatsoever: (as hereinafter defined); (iia) will refrain from directly engage or indirectly employingassist others engaged, attempting in whole or in part, in any business which is engaged in a business or enterprise that is substantially similar to employ, recruiting or otherwise soliciting, inducing or influencing any person to leave employment and in competition with the Corporations (other than terminations business of employment the Company that the Company was engaged in, or a planned business of subordinate employees undertaken the Company that had been proposed in writing to senior officers of the course Company or the Board and had not been rejected by the Company or the Board, during the period of the Executive’s employment with the Bank)Company; and or (iiib) will refrain from without the prior consent of the Board, employ or solicit the employment of, or assist others in employing or soliciting the employment of, any individual employed by the Company (other than the Executive’s personal assistant or encouraging Executive’s secretary) at any customer or supplier to terminate or otherwise modify adversely its business relationship with time while the Corporations. The Executive understands was also so employed; provided, however, that the restrictions set forth in this Section 7(d) are intended to protect the Corporations’ interest in their Confidential Information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. If the Executive chooses not to be bound by the provision provisions of this Section 7(d), then no severance 12 shall be payable under Section 4(b)not apply in the event the Company materially breaches this Agreement. For purposes of this AgreementSection 12, a business shall be in competition with the term “Competing Business” shall mean any financial institution with an office within Company only if a 50significant portion of its business is to originate mortgage loans to or purchase real estate from and lease such real estate back to operators of single-mile radius of any office of tenant retail, distribution or service companies in the CorporationsUnited States. Notwithstanding the foregoing, (1) the Executive may own up to one percent (1%) of the outstanding stock of a publicly held corporation which constitutes or is affiliated with a Competing Business, and (2) the any other provision of this Section 7(d) shall not apply if Agreement, in the event the Executive’s employment is terminated within two (2) years after “For Cause,” the Non-Compete Period shall be 12 calendar months. Nothing in this Section 12 shall impede, restrict or otherwise interfere with the Executive’s management and operation of the Excluded Businesses. Further, nothing in this Section 12 shall prohibit Executive from making any passive investment in a Change public company, or where she is the owner of 5% or less of the issued and outstanding voting securities of any entity, provided such ownership does not result in Control her being obligated or required to devote any managerial efforts. The Executive agrees that the restraints imposed upon her pursuant to this Section 12 are necessary for the reasonable and proper protection of either the Bank Company and its subsidiaries and affiliates, and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area. The parties further agree that, in the event that any provision of this Section 12 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or the Corporation. A “Change in Control” too great a range of either the Bank or the Corporation activities, such provision shall be deemed to occur upon the consummation of (i) any consolidation or merger of the Bank or the Corporation or other transaction where the shareholders of the Bank or the Corporation, immediately prior be modified to permit its enforcement to the consolidation, merger or other transaction, would not, immediately after the consolidation, merger or other transaction, beneficially own (as such term is defined in Rule 13d-3 of the Exchange Act of 1934, as amended), directly or indirectly, shares representing in the aggregate more than 50 percent of the voting shares of the entity issuing cash or securities in the consolidation, merger or other transaction, or (ii) any sale or other transfer (in one transaction or a series of transactions contemplated maximum extent permitted by or arranged by any party as a single plan) of all or substantially all of the assets of the Bank or Corporationlaw.

Noncompetition and Nonsolicitation. During the Executive’s employment with the Bank Term and for one (1) year thereafter (or during the period that the Executive is entitled to receive severance under Section 4(bTermination Benefits Period, if longer), the Executive (i) will not, directly or indirectly, whether as owner, partner, shareholder, consultant, agent, employee, co-venturer or otherwise, engage, participate, assist or invest in any Competing Business (as hereinafter defined); (ii) will refrain from directly or indirectly employing, attempting to employ, recruiting or otherwise actively soliciting, inducing or influencing any person to leave employment with the Corporations Employer (other than terminations of employment of subordinate employees undertaken in the course of the Executive’s employment with the BankEmployer); and (iii) will refrain from actively soliciting or encouraging any customer or supplier to terminate or otherwise modify adversely its business relationship with the CorporationsEmployer other than actions taken by the Executive in good faith in the ordinary course of business during the Term. Notwithstanding the foregoing, nothing in this Section 7(d) shall restrict the Executive from advertising employment opportunities to the general public or from hiring individuals who have not been directly or indirectly actively solicited, induced or influenced by the Executive to leave employment with the Employer. The Executive understands that the restrictions set forth in this Section 7(d) are intended to protect the Corporations’ Employer’s interest in their its Confidential Information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. If the Executive chooses not to be bound by the provision of this Section 7(d), then no severance shall be payable under Section 4(b). For purposes of this Agreement, the term “Competing Business” shall mean a business that both (i) has one or more offices or branches located anywhere in any financial institution with municipality that contains within its borders an office within a 50-mile radius of any office or branch of the CorporationsEmployer or any municipality which is contiguous with a municipality that contains within its borders an office or branch of the Employer and (ii) which is engaged in any business which the Employer or any of its affiliates conducts or plans (as described to the Board of Directors) to conduct at any time during the employment of the Executive. Notwithstanding the foregoing, (1) the Executive may own up to one percent (1%) 4.9% of the outstanding stock of a publicly held corporation which constitutes or is affiliated with a Competing Business, and (2) the provision of this Section 7(d) shall not apply if the Executive’s employment is terminated within two (2) years after a Change in Control of either the Bank or the Corporation. A “Change in Control” of either the Bank or the Corporation shall be deemed to occur upon the consummation of (i) any consolidation or merger of the Bank or the Corporation or other transaction where the shareholders of the Bank or the Corporation, immediately prior to the consolidation, merger or other transaction, would not, immediately after the consolidation, merger or other transaction, beneficially own (as such term is defined in Rule 13d-3 of the Exchange Act of 1934, as amended), directly or indirectly, shares representing in the aggregate more than 50 percent of the voting shares of the entity issuing cash or securities in the consolidation, merger or other transaction, or (ii) any sale or other transfer (in one transaction or a series of transactions contemplated by or arranged by any party as a single plan) of all or substantially all of the assets of the Bank or Corporation.

Noncompetition and Nonsolicitation. During Without the Executive’s employment with prior written consent of the Bank and for Board, during the period that the Executive is entitled employed by Employer and, in the event Executive terminates his employment with Employer for any reason other than as a result of a material breach by Employer of any of Employer’s obligations under this Agreement, or any other agreement to receive severance under Section 4(b)which Executive and Employer are now or hereafter parties, the for one (1) year thereafter, Executive (i) will not, directly or indirectly, whether as owner, partner, shareholder, consultant, agent, employee, co-venturer or otherwise, engage, participate, assist or invest in any Competing Business (as hereinafter defined); . Without the prior written consent of the Board, during the period that Executive is employed by Employer and, (iix) in the event of the termination of Executive’s employment by Employer with Cause or (y) in the event Executive terminates his employment with Employer for any reason other than as a result of a material breach by Employer of any of Employer’s obligations under this Agreement, or any other agreement to which Executive and Employer are now or hereafter parties, for eighteen (18) months thereafter, Executive will refrain from directly or indirectly employing, attempting to employ, recruiting or otherwise soliciting, inducing or influencing any person to leave employment with the Corporations (other than terminations of employment of subordinate employees undertaken in the course of the Executive’s employment with the Bank); Employer, and (iii) also will refrain from soliciting or encouraging any customer or supplier to terminate or otherwise modify adversely its business relationship with the CorporationsEmployer. The Executive understands that the restrictions set forth in this Section 7(d) are intended to protect the Corporations’ Employer’s interest in their its Confidential Information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. If the Executive chooses not to be bound by the provision of this Section 7(d), then no severance shall be payable under Section 4(b). For purposes of this Agreement, the term “Competing Business” shall mean any financial institution with an office business that provides or intends to provide the same or similar services as those provided by Employer or any of its subsidiaries in any geographic area then served by Employer (which for this purpose only shall be defined as being within a 50-mile radius one hundred (100) miles of any office or data center currently used or operated by Employer or any subsidiary of the CorporationsEmployer). Notwithstanding the foregoing, (1) the Executive may own up to one two percent (12%) of the outstanding stock of a publicly publicly-held corporation which constitutes and it is hereby acknowledged and agreed that Executive may own five percent (5%) or is affiliated with a Competing Business, and (2) the provision of this Section 7(d) shall not apply if the Executive’s employment is terminated within two (2) years after a Change in Control of either the Bank or the Corporation. A “Change in Control” of either the Bank or the Corporation shall be deemed to occur upon the consummation of (i) any consolidation or merger more of the Bank or the Corporation or other transaction where the shareholders outstanding stock of the Bank or the CorporationFTE Networks, immediately prior to the consolidation, merger or other transaction, would not, immediately after the consolidation, merger or other transaction, beneficially own (as such term is defined in Rule 13d-3 of the Exchange Act of 1934, as amended), directly or indirectly, shares representing in the aggregate more than 50 percent of the voting shares of the entity issuing cash or securities in the consolidation, merger or other transaction, or (ii) any sale or other transfer (in one transaction or a series of transactions contemplated by or arranged by any party as a single plan) of all or substantially all of the assets of the Bank or Corporation.Inc.

Noncompetition and Nonsolicitation. The Executive understands that the restrictions set forth in this Section 5(e) are intended to protect the Company’s interest in its Confidential Information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. (i) During the Executive’s employment with the Bank Company and for 12 months thereafter, regardless of the period that reason for the Executive is entitled to receive severance under Section 4(btermination (the “Noncompete Restricted Period”), the Executive (i) will not, directly or indirectly, whether as owner, partner, shareholder, consultant, agent, employee, co-venturer or otherwise, engage, participate, assist or invest in any Competing Business (as hereinafter defined); (ii. Notwithstanding this foregoing Section 5(e)(i), the Executive shall not be subject to the restrictions of this Section 5(e)(i) will refrain from directly or indirectly employing, attempting to employ, recruiting or otherwise soliciting, inducing or influencing any person to leave employment with the Corporations (other than terminations of employment of subordinate employees undertaken in the course of after the Executive’s employment with the BankCompany ends (nor entitled to the Noncompetition Consideration set forth below) if the Company terminates the Executive’s employment without Noncompete Cause or lays the Executive off. For its part, the Company agrees to provide the Noncompetition Consideration to the Executive in exchange for the Executive’s post-employment obligations under this Section 5(e)(i); provided that the Company may waive its rights under this Section 5(e)(i) and (iii) will refrain from soliciting or encouraging any customer or supplier in such event, the Company shall not be obligated to terminate or otherwise modify adversely its business relationship with provide the CorporationsNoncompetition Consideration. The Executive understands acknowledges that this covenant is necessary because the restrictions set forth Company’s legitimate business interests cannot be adequately protected solely by the other covenants in this Section 7(d) are intended to protect the Corporations’ interest in their Confidential Information and established employee, customer and supplier relationships and goodwill, Agreement. The Executive further acknowledges and agrees that such restrictions are reasonable and appropriate for this purpose. If any payments the Executive chooses not receives pursuant to be bound by the provision of this Section 7(d)5(e)(i) shall reduce (and shall not be in addition to) any severance or separation pay that the Executive is otherwise entitled to receive from the Company pursuant to an agreement, then no severance shall be payable under Section 4(b). For purposes of plan (including the Severance Plan referred to in this Agreement, the term “Competing Business” shall mean any financial institution with an office within a 50-mile radius of any office of the Corporations) or otherwise. Notwithstanding the foregoing, (1I) the Executive may own up to one two percent (12%) of the outstanding stock of a publicly held corporation which constitutes or is affiliated with a Competing Business, ; and (2II) the provision of this Section 7(d) shall not apply if after the Executive’s employment is terminated within two with the Company ends, the Executive may join other boards of directors or serve companies in an Advisor capacity (2collectively, “Permitted Advisor Service”), except that the Executive may not engage in Permitted Advisor Service during the Noncompete Restricted Period with respect to the following companies: Xxxxxxx, Thermo, Sartorius and Merck Millipore. The Executive acknowledges and agrees that (A) years after a Change in Control of either the Bank or Executive received this Agreement at least ten (10) business days before the Corporation. A “Change in Control” of either the Bank or the Corporation shall be deemed to occur upon the consummation of (i) any consolidation or merger commencement of the Bank or Executive’s employment with the Corporation or other transaction where Company; and (B) the shareholders of Executive has been advised by the Bank or Company that the Corporation, immediately Executive has the right to consult with counsel prior to the consolidation, merger or other transaction, would not, immediately after the consolidation, merger or other transaction, beneficially own (as such term is defined in Rule 13d-3 of the Exchange Act of 1934, as amended), directly or indirectly, shares representing in the aggregate more than 50 percent of the voting shares of the entity issuing cash or securities in the consolidation, merger or other transaction, or (ii) any sale or other transfer (in one transaction or a series of transactions contemplated by or arranged by any party as a single plan) of all or substantially all of the assets of the Bank or Corporationsigning this Agreement.

Noncompetition and Nonsolicitation. During the Executive’s employment with the Bank Term and for one (1) year thereafter (or during the period that the Executive is entitled to receive severance under Section 4(bTermination Benefits Period, if longer), the Executive (i) will not, directly or indirectly, whether as owner, partner, shareholder, consultant, agent, employee, co-venturer or otherwise, engage, participate, assist or invest in any Competing Business (as hereinafter defined); (ii) will refrain from directly or indirectly employing, attempting to employ, recruiting or otherwise actively soliciting, inducing or influencing any person to leave employment with the Corporations Employer (other than terminations of employment of subordinate employees undertaken in the course of the Executive’s 's employment with the BankEmployer); and (iii) will refrain from actively soliciting or encouraging any customer or supplier to terminate or otherwise modify adversely its business relationship with the CorporationsEmployer other than actions taken by the Executive in good faith in the ordinary course of business during the Term. Notwithstanding the foregoing, nothing in this Section 7(d) shall restrict the Executive from advertising employment opportunities to the general public or from hiring individuals who have not been directly or indirectly actively solicited, induced or influenced by the Executive to leave employment with the Employer. The Executive understands that the restrictions set forth in this Section 7(d) are intended to protect the Corporations’ Employer's interest in their its Confidential Information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. If the Executive chooses not to be bound by the provision of this Section 7(d), then no severance shall be payable under Section 4(b). For purposes of this Agreement, the term “"Competing Business” " shall mean a business that both (i) has one or more offices or branches located anywhere in any financial institution with municipality that contains within its borders an office within a 50-mile radius of any office or branch of the CorporationsEmployer or any municipality which is contiguous with a municipality that contains within its borders an office or branch of the Employer and (ii) which is engaged in any business which the Employer or any of its affiliates conducts or plans (as described to the Board of Directors) to conduct at any time during the employment of the Executive. Notwithstanding the foregoing, (1) the Executive may own up to one percent (1%) 4.9% of the outstanding stock of a publicly held corporation which constitutes or is affiliated with a Competing Business, and (2) the provision of this Section 7(d) shall not apply if the Executive’s employment is terminated within two (2) years after a Change in Control of either the Bank or the Corporation. A “Change in Control” of either the Bank or the Corporation shall be deemed to occur upon the consummation of (i) any consolidation or merger of the Bank or the Corporation or other transaction where the shareholders of the Bank or the Corporation, immediately prior to the consolidation, merger or other transaction, would not, immediately after the consolidation, merger or other transaction, beneficially own (as such term is defined in Rule 13d-3 of the Exchange Act of 1934, as amended), directly or indirectly, shares representing in the aggregate more than 50 percent of the voting shares of the entity issuing cash or securities in the consolidation, merger or other transaction, or (ii) any sale or other transfer (in one transaction or a series of transactions contemplated by or arranged by any party as a single plan) of all or substantially all of the assets of the Bank or Corporation.

Noncompetition and Nonsolicitation. During the Executive’s employment with the Bank Term, and for one (1) year thereafter (or during the period that the Executive is entitled to receive severance under Section 4(bTermination Benefits Period, if longer), the Executive (i) will not, directly or indirectly, whether as owner, partner, shareholder, consultant, agent, employee, co-venturer or otherwise, engage, participate, assist or invest in any Competing Business (as hereinafter defined); (ii) will refrain from directly or indirectly employing, attempting to employ, recruiting or otherwise soliciting, inducing or influencing any person to leave employment with the Corporations Employer (other than terminations of employment of subordinate employees undertaken in the course of the Executive’s 's employment with the BankEmployer); and (iii) will refrain from soliciting or encouraging any customer or supplier to terminate or otherwise modify adversely its business relationship with the CorporationsEmployer; provided, however, that the foregoing restriction shall not apply in the event the Executive's employment under this Agreement is terminated pursuant to Section 6(c) hereof. The Executive understands that the restrictions set forth in this Section 7(d) are intended to protect the Corporations’ Employer's interest in their its Confidential Information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. If the Executive chooses not to be bound by the provision of this Section 7(d), then no severance shall be payable under Section 4(b). For purposes of this Agreement, the term “"Competing Business” " shall mean a business conducted anywhere in the State of New Hampshire which is competitive with any financial institution with an office within a 50-mile radius business which the Employer or any of its affiliates conducts or proposes to conduct at any office time during the employment of the CorporationsExecutive. Notwithstanding the foregoing, (1) the Executive may own up to one percent (1%) of the outstanding stock of a publicly held corporation which constitutes or is affiliated with a Competing Business. Nowithstanding the foregoing, and in the event that the Executive becomes entitled to Termination Benefits pursuant to Section 6(f) (2) the provision "Termination Following a Change of Control"), this Section 7(d) shall not apply if to the Executive with respect to the Executive’s employment is terminated within two (2) years after a Change in Control of either 's activities during any period following the Bank or the Corporation. A “Change in Control” of either the Bank or the Corporation shall be deemed to occur upon the consummation of (i) any consolidation or merger termination of the Bank or the Corporation or other transaction where the shareholders of the Bank or the Corporation, immediately prior to the consolidation, merger or other transaction, would not, immediately after the consolidation, merger or other transaction, beneficially own (as such term is defined in Rule 13d-3 of the Exchange Act of 1934, as amended), directly or indirectly, shares representing in the aggregate more than 50 percent of the voting shares of the entity issuing cash or securities in the consolidation, merger or other transaction, or (ii) any sale or other transfer (in one transaction or a series of transactions contemplated by or arranged by any party as a single plan) of all or substantially all of the assets of the Bank or CorporationExecutive's employment.

Noncompetition and Nonsolicitation. During the Executive’s employment with Employment Period and until the Bank and for end of the period that the Executive is entitled to receive severance under Section 4(bRestricted Period (as defined below), the Executive (i) agrees that the Executive will not, directly or indirectly, whether on the Executive’s own behalf or as a partner, owner, partnerofficer, shareholderdirector, consultantstockholder, agentmember, employee, co-venturer agent or otherwise, engage, participate, assist consultant of any other Person within the United States of America or invest in any Competing Business other country or territory in which the businesses of the Company are conducted: (a) own, manage, operate, control, be employed by, provide services as hereinafter defined); (ii) will refrain from directly a consultant to, or indirectly employingparticipate in the ownership, attempting to employmanagement, recruiting operation, or control of, any enterprise that engages in, owns or operates businesses that market, sell, distribute, manufacture or otherwise soliciting, inducing or influencing any person to leave employment with the Corporations (other than terminations of employment of subordinate employees undertaken are involved in the course nutritional supplements industry; provided, that if less than 10% of the revenues, net income or cash flow from operations of such enterprise are generated from the marketing, sale, distribution, manufacture or other involvement with nutritional supplements, this provision shall not be deemed to be violated unless Executive’s employment with the Bank); and principal function at such enterprise relates to its nutritional supplements business. (iiib) will refrain from soliciting or encouraging any customer or supplier to terminate solicit, hire, or otherwise modify adversely its attempt to establish for any Person, any employment, agency, consulting or other business relationship with the Corporations. The Executive understands that the restrictions set forth in this Section 7(d) are intended to protect the Corporations’ interest in their Confidential Information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. If the Executive chooses not to be bound by the provision of this Section 7(d), then no severance shall be payable under Section 4(b). For purposes of this Agreement, the term “Competing Business” shall mean any financial institution with Person who is or was an office within a 50-mile radius of any office employee of the Corporations. Notwithstanding the foregoingCompany or any of its Affiliates. (c) The parties hereto acknowledge and agree that, notwithstanding anything in Section 5.2(a) hereof, (1x) the Executive may own up or hold, solely as passive investments, securities of Persons engaged in any business that would otherwise be included in Section 5.2(a) as long as with respect to one each such investment, the securities held by the Executive do not exceed five percent (15%) of the outstanding stock securities of a such Person and, such securities are publicly held corporation which constitutes or is affiliated with a Competing Business, traded and (2) the provision of this registered under Section 7(d) shall not apply if the Executive’s employment is terminated within two (2) years after a Change in Control of either the Bank or the Corporation. A “Change in Control” of either the Bank or the Corporation shall be deemed to occur upon the consummation of (i) any consolidation or merger 12 of the Bank or the Corporation or other transaction where the shareholders of the Bank or the Corporation, immediately prior to the consolidation, merger or other transaction, would not, immediately after the consolidation, merger or other transaction, beneficially own (as such term is defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”); and (y) the Executive may serve on the board of directors (or other comparable position) or as an officer of any entity at the request of the Board; provided, however, that in the case of investments otherwise permitted under clause (x) above, the Executive shall not be permitted to, directly or indirectly, shares representing participate in, or attempt to influence, the management, direction or policies of (other than through the exercise of any voting rights held by the Executive in the aggregate more than 50 percent connection with such securities), or lend his name to, any such Person. (d) The Executive acknowledges and agrees that, for purposes of the voting shares of the entity issuing cash or securities in the consolidationthis Section 5.2, merger an act by his spouse, ancestor, lineal descendant, lineal descendant’s spouse, sibling, or other transaction, or (ii) any sale or other transfer (in one transaction or a series member of transactions contemplated his immediate family will be treated as an indirect act by or arranged by any party as a single plan) of all or substantially all of the assets of the Bank or CorporationExecutive.

Noncompetition and Nonsolicitation. During the Executive’s employment with the Bank Company and for 12 months thereafter (subject to automatic extension for an additional period equal to the period that of any breach of the Executive is entitled covenants in this Section 6 (d), within the framework of Sec 7, 36 to receive severance under Section 4(b38 Austrian Salaried Employees Act (Angestelltengesetz) and Sec 24 of the Austrian Act on Companies with Limited Liability (GmbHG), the Executive (i) will not, directly or indirectly, whether as owner, partner, shareholder, consultant, agent, employee, co-venturer or otherwise, engage, participate, assist or invest in any Competing Business (as hereinafter defined); (ii) will refrain from directly or indirectly employing, attempting to employ, recruiting or otherwise soliciting, inducing or influencing any person to leave employment with Parent or the Corporations Company (other than terminations of employment of subordinate employees undertaken in the course of the Executive’s employment with the BankCompany); and (iii) will refrain from soliciting or encouraging any customer or supplier to terminate or otherwise modify adversely its business relationship with Parent or the CorporationsCompany. The Executive understands that the restrictions set forth in this Section 7(d6 (d) are intended to protect Pxxxxx’s and the Corporations’ Company’s interest in their its Confidential Information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. If the Executive chooses not to be bound by the provision of this Section 7(d), then no severance shall be payable under Section 4(b). For purposes of this Agreement, the term “Competing Business” shall mean a business conducted anywhere in the world which is primarily engaged in viral immunotherapy (for prophylactic or therapeutic use) which is competitive with any financial institution with an office within a 50-mile radius business which Parent, the Company or any of their affiliates conducts or proposes to conduct at any office time during the employment of the CorporationsExecutive. Notwithstanding the foregoing, (1) the Executive may own (i) up to one percent (1%) of the outstanding stock of a publicly held corporation which constitutes or is affiliated with a Competing Business, and (2) the provision of this Section 7(d) shall not apply if the Executive’s employment is terminated within two (2) years after a Change in Control of either the Bank or the Corporation. A “Change in Control” of either the Bank or the Corporation shall be deemed to occur upon the consummation of (i) any consolidation or merger of the Bank or the Corporation or other transaction where the shareholders of the Bank or the Corporation, immediately prior to the consolidation, merger or other transaction, would not, immediately after the consolidation, merger or other transaction, beneficially own (as such term is defined in Rule 13d-3 of the Exchange Act of 1934, as amended), directly or indirectly, shares representing in the aggregate more than 50 percent of the voting shares of the entity issuing cash or securities in the consolidation, merger or other transaction, or (ii) any sale or other transfer up to five percent (5%) in one transaction or a series of transactions contemplated by or arranged by any party as a single plan) of all or substantially all of companies which do not directly compete with the assets of the Bank or CorporationCompany.

Noncompetition and Nonsolicitation. During 3.1 The Employee agrees that during the Executive’s Employee's employment with the Bank Company or its Subsidiaries, and for the one (1) year period that following the Executive is entitled to receive severance under Section 4(bdate on which the Employee's employment with the Company or its Subsidiaries terminates for any reason, the Employee will not directly or indirectly, own, manage, operate, control (including indirectly through a debt or equity investment), the Executive provide services to, be employed by, or be connected in any manner with, any person or entity engaged in any business that is (i) located in a region with respect to which the Employee had substantial responsibilities while employed by the Company or its Subsidiaries, and (ii) competitive, with (A) the line of business or businesses of the Company or its Subsidiaries in which the Employee was employed with during the Employee's employment (including any prospective business to be developed or acquired that was proposed at the date of termination), or (B) any other business of the Company or its Subsidiaries with respect to which the Employee had substantial exposure during such employment. For avoidance of doubt, if the 1002287407v5 Employee is a senior officer of the Company, the restriction contained herein shall relate to the Company and all of its Subsidiaries. 3.2 The Employee agrees that during the Employee's employment with the Company or its Subsidiaries, and for the two (2) year period thereafter, the Employee will not, directly or indirectly, whether as owneron the Employee's own behalf or on behalf of another (i) solicit, partnerrecruit, shareholder, consultant, agent, employee, co-venturer aid or otherwise, engage, participate, assist induce any employee of the Company or invest in any Competing Business (as hereinafter defined); (ii) will refrain from directly or indirectly employing, attempting to employ, recruiting or otherwise soliciting, inducing or influencing any person its Subsidiaries to leave his or her employment with the Corporations (other than terminations of employment of subordinate employees undertaken Company or its Subsidiaries in the course of the Executive’s order to accept employment with the Bank); and (iii) will refrain from soliciting or encouraging any customer render services to another person or supplier to terminate or otherwise modify adversely its business relationship entity unaffiliated with the Corporations. The Executive understands that the restrictions set forth Company or its Subsidiaries, or hire or knowingly take any action to assist or aid any other person or entity in this Section 7(d) are intended to protect the Corporations’ interest in their Confidential Information and established identifying or hiring any such employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. If the Executive chooses not to be bound by the provision of this Section 7(d), then no severance shall be payable under Section 4(b). For purposes of this Agreement, the term “Competing Business” shall mean any financial institution with an office within a 50-mile radius of any office of the Corporations. Notwithstanding the foregoing, (1) the Executive may own up to one percent (1%) of the outstanding stock of a publicly held corporation which constitutes or is affiliated with a Competing Business, and (2) the provision of this Section 7(d) shall not apply if the Executive’s employment is terminated within two (2) years after a Change in Control of either the Bank or the Corporation. A “Change in Control” of either the Bank or the Corporation shall be deemed to occur upon the consummation of (i) any consolidation or merger of the Bank or the Corporation or other transaction where the shareholders of the Bank or the Corporation, immediately prior to the consolidation, merger or other transaction, would not, immediately after the consolidation, merger or other transaction, beneficially own (as such term is defined in Rule 13d-3 of the Exchange Act of 1934, as amended), directly or indirectly, shares representing in the aggregate more than 50 percent of the voting shares of the entity issuing cash or securities in the consolidation, merger or other transaction, or (ii) any sale or other transfer (in one transaction or a series of transactions contemplated by or arranged by any party as a single plan) of all or substantially all of the assets of the Bank or Corporation.or

Noncompetition and Nonsolicitation. During For purposes of Sections 5, 6, 7, 8, 9, 10 and 11 of this Agreement, references to the Executive’s employment with Company shall include its subsidiaries and any Affiliates of the Bank and for Company that are Controlled by the period Company. (a) Executive agrees that the Executive is entitled to receive severance under Section 4(b), the Executive (i) will shall not, directly or indirectly, whether without the prior written consent of the Company: (i) while an employee of the Company and, if Executive is terminated during the Term, within the two-year period following the termination, engage in activities or businesses on behalf of (x) any independent non-network local broadcast group that competes directly with the Company and its subsidiaries, and any other Affiliates of the Company or (y) multi-channel video programming distributor with a carriage contract that expires or is scheduled to expire within 24 months after the Effective Date (an “MVPD”) (including, in each case, without limitation, by owning any interest in, managing, controlling, participating in, consulting with, advising, rendering services for, or in any manner engaging in the business of owning, operating or managing any such independent non-network local broadcast group or MVPD), in any geographic location in which the Company engages (or in which the Company has been actively planning to engage) as ownerof the date of termination of Executive’s employment(collectively, partner“Competitive Activities”), shareholderor assist any Person in any way to do, or attempt to do, anything prohibited by this Section 5(a)(i); provided, however, that the foregoing shall not prevent Executive from providing legal services to any Person, including any Person that engages in Competitive Activities, following termination of employment or be interpreted in any way that would otherwise violate applicable Rules of Professional Conduct, provided, further, that the foregoing shall not prevent Executive from providing services as a consultant, agent, employee, coadvisor, or otherwise with a Person that engages in Competitive Activities, if such service relationship is restricted solely to one or more portions of the operations and businesses of such Person, such portions do not engage in Competitive Activities, and Executive undertakes not to, and does not, have any discussions with, or participate in, the governance, management or operations of such Person or any business segments thereof that engage in Competitive Activities; or (ii) while an employee of the Company and, if Executive is terminated during the Term, within the two-venturer year period following the termination, (A) solicit, recruit or otherwisehire, engageor attempt to solicit, participaterecruit or hire, assist any employees of the Company or invest in any Competing Business Persons who have worked for the Company during the 12 month period immediately preceding such solicitation, recruitment or hiring or attempt thereof (as hereinafter definedother than Executive’s secretary/executive assistant); (B) intentionally interfere with the relationship of the Company with any Person who or which is employed by or otherwise engaged to perform services for, or any customer, client, supplier, developer, subcontractor, licensee, licensor or other business relation of, the Company; or (C) assist any Person in any way to do, or attempt to do, anything prohibited by Section 5(a)(ii)(A) or (B) above; provided that the preceding Section 5(a)(ii)(A) shall not prohibit Executive from (x) conducting a general solicitation made by means of a general purpose advertisement not specifically targeted at employees or other Persons described in Section 5(a)(ii)(A) or (y) soliciting or hiring any employee or other Person described in Section 5(a)(ii)(A) who is referred to Executive by search firms, employment agencies or other similar entities, provided that such firms, agencies or entities have not been instructed by Executive to solicit any such employee or Person or category thereof. The periods during which the provisions of Section 5(a) apply shall be tolled during (and shall be deemed automatically extended by) any period in which Executive is in violation of the provisions of this Section 5(a), to the extent permitted by law. (b) The provisions of Section 5(a) shall not be deemed breached as a result of Executive’s passive ownership of: (i) less than an aggregate of 2% of any class of securities of a Person engaged, directly or indirectly, in Competitive Activities, so long as Executive does not actively participate in the business of such Person; provided, however, that such securities are listed on a national securities exchange; or (ii) will refrain from less than an aggregate of 1% in value of any instrument of indebtedness of a Person engaged, directly or indirectly employingindirectly, attempting to employ, recruiting or otherwise soliciting, inducing or influencing any person to leave employment with the Corporations in Competitive Activities. (other than terminations of employment of subordinate employees undertaken in the course of the Executive’s employment with the Bank); and (iiic) will refrain from soliciting or encouraging any customer or supplier to terminate or otherwise modify adversely its business relationship with the Corporations. The Executive understands acknowledges that the restrictions set forth Company has a legitimate business interest and right in this Section 7(d) are intended to protect the Corporations’ interest in their protecting its Confidential Information (as defined below), business strategies, employee and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. If the Executive chooses not to Company would be bound seriously damaged by the provision disclosure of this Section 7(d)Confidential Information and the loss or deterioration of its business strategies, then no severance shall be payable under Section 4(b)employee and customer relationships and goodwill. For purposes of Executive acknowledges that Executive is being provided with significant additional consideration (to which Executive is not otherwise entitled) to induce Executive to enter into this Agreement, the term “Competing Business” shall mean any financial institution with an office within a 50-mile radius . In light of any office of the Corporations. Notwithstanding the foregoing, and the Company’s and Executive’s mutual understanding that in the course of Executive’s duties with the Company he will acquire Confidential Information that would be of significant benefit to a subsequent employer that competes with the Company, Executive expressly acknowledges and agrees that each and every restraint imposed by this Agreement (1specifically including Section 5(a)) is reasonable with respect to subject matter, time period and geographical area. Executive further acknowledges that although Executive’s compliance with the covenants contained in Sections 5, 6, 7, 8 and 9 may prevent Executive may own up from earning a livelihood in a business similar to one percent (1%) the business of the outstanding stock of a publicly held corporation which constitutes or is affiliated with a Competing BusinessCompany, and (2) the provision of this Section 7(d) shall not apply if the Executive’s employment is terminated within two (2) years after experience and capabilities are such that Executive has other opportunities to earn a Change in Control livelihood and adequate means of either the Bank or the Corporation. A “Change in Control” of either the Bank or the Corporation shall be deemed to occur upon the consummation of (i) any consolidation or merger of the Bank or the Corporation or other transaction where the shareholders of the Bank or the Corporation, immediately prior to the consolidation, merger or other transaction, would not, immediately after the consolidation, merger or other transaction, beneficially own (as such term is defined in Rule 13d-3 of the Exchange Act of 1934, as amended), directly or indirectly, shares representing in the aggregate more than 50 percent of the voting shares of the entity issuing cash or securities in the consolidation, merger or other transaction, or (ii) any sale or other transfer (in one transaction or a series of transactions contemplated by or arranged by any party as a single plan) of all or substantially all of the assets of the Bank or Corporationsupport for Executive and Executive’s dependents.

Noncompetition and Nonsolicitation. Employee understands the global nature of Company’s businesses and the effort Company undertakes to develop and protect its business and competitive advantage. Accordingly, Employee recognizes and agrees that, in light of Employee’s high level of responsibility, broad access to personnel and unique position of trust and influence with Company, the scope and duration of the restrictions described in the Agreement are reasonable and necessary to protect the legitimate business interests of Company. Notwithstanding anything in the Agreement or this Addendum A to the contrary, all retention benefits under this Agreement are conditioned expressly on Employee’s compliance with each of the restrictive covenants of this Addendum A. During the Executiveperiod set forth in each subsection below following Employee’s employment with Termination Date (as defined in the Bank and for Agreement) (in each case, the period that the Executive is entitled to receive severance under Section 4(b“Restricted Period”), Employee shall not: a) for a period of twenty-four (24) months after Employee’s Termination Date, directly or indirectly become employed by, enter into a consulting arrangement with or otherwise agree to perform services for a Competitor operating in the Executive Applicable Geographical Area or acquire an ownership interest in such a Competitor, other than an equity interest in a publicly-traded Competitor that does not exceed two percent (i2%); b) will notfor a period of twenty-four (24) months after Employee’s Termination Date, for or on behalf of Employee’s account or jointly with another, either directly or indirectly, whether on behalf of Employee or any individual, partnership, corporation, or other legal entity, as owner, partner, shareholder, consultant, principal agent, employee, co-venturer employee or otherwise, engagesolicit, participateinfluence, assist entice or invest in any Competing Business (as hereinafter defined); (ii) will refrain from directly induce, or indirectly employingattempt to solicit, attempting to employinfluence, recruiting entice or otherwise soliciting, inducing or influencing induce any person to leave employment with the Corporations employ of Company; or c) for a period of twenty-four (other than terminations of employment of subordinate employees undertaken in the course of the Executive24) months after Employee’s employment with the Bank); and (iii) will refrain from soliciting or encouraging any customer or supplier to terminate or otherwise modify adversely its business relationship with the Corporations. The Executive understands that the restrictions set forth in this Section 7(d) are intended to protect the Corporations’ interest in their Confidential Information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. If the Executive chooses not to be bound by the provision of this Section 7(d), then no severance shall be payable under Section 4(b). For purposes of this Agreement, the term “Competing Business” shall mean any financial institution with an office within a 50-mile radius of any office of the Corporations. Notwithstanding the foregoing, (1) the Executive may own up to one percent (1%) of the outstanding stock of a publicly held corporation which constitutes or is affiliated with a Competing Business, and (2) the provision of this Section 7(d) shall not apply if the Executive’s employment is terminated within two (2) years after a Change in Control of either the Bank or the Corporation. A “Change in Control” of either the Bank or the Corporation shall be deemed to occur upon the consummation of (i) any consolidation or merger of the Bank or the Corporation or other transaction where the shareholders of the Bank or the Corporation, immediately prior to the consolidation, merger or other transaction, would not, immediately after the consolidation, merger or other transaction, beneficially own (as such term is defined in Rule 13d-3 of the Exchange Act of 1934, as amended)Termination Date, directly or indirectly, shares representing in indirectly solicit any Customers or Prospective Customers or vendors or potential vendors of Company on behalf of or for the aggregate more than 50 percent benefit of the voting shares of the entity issuing cash or securities in the consolidation, merger or other transaction, or (ii) any sale or other transfer (in one transaction or a series of transactions contemplated by or arranged by any party as a single plan) of all or substantially all of the assets of the Bank or CorporationCompetitor.

Noncompetition and Nonsolicitation. (a) Except as provided in Schedule 12.01, after the Effective Time and until the anniversary of the Closing Date set forth besides each Shareholder’s name on Schedule 3.01(i) (as applicable with respect to each Shareholder, the “Non-compete Term”), each of the Shareholders listed in Schedule 12.01 (the “Specified Shareholders”) shall not directly or indirectly conduct, engage in, assist others with, knowingly render services (of an executive, marketing, manufacturing, research and development, administrative, financial or consulting nature) to, have an equity or profit interest in, or otherwise be an Affiliate of, any business engaged in the business of HVAC, plumbing or mechanical construction contracting, or provide service, within Texas, within 125 miles of 0000 Xxxxxxxxx Xxxx, Xxxx Xxxxx, Xxxxx, or within 100 miles of anywhere else the Company regularly does business, including Amarillo, Texas, unless such Specified Shareholder is performing such otherwise prohibited work for or on behalf of the Purchaser or its Affiliates. Notwithstanding the immediately preceding sentence, the Specified Shareholders, together with their Affiliates, may be a passive investor owning, in the aggregate, no more than 2% of the outstanding equity securities of any entity the equity securities of which are listed on a national securities exchange. (b) During the Executive’s Non-compete Term, the Specified Shareholders shall not, and the Specified Shareholders shall use their reasonable commercial efforts to cause each of their Affiliates not to, directly or indirectly solicit the employment or services of, or (except in connection with performing their duties to the Surviving Corporation) cause or attempt to cause to leave the employment or services of, or otherwise recruit or hire, any employee of the Surviving Corporation as of the Effective Time who continues his or her employment with the Bank and for Surviving Corporation after the period that Effective Time. (c) During the Executive is entitled to receive severance under Section 4(b)Non-compete Term, the Executive (i) will Specified Shareholders shall not, and the Specified Shareholders shall use their reasonable commercial efforts to cause each of their Affiliates not to, directly or indirectlyindirectly engage or participate in any effort or act to induce any customer, whether as ownersupplier, partner, shareholder, consultant, agentassociate, employee, co-venturer sales agent or otherwiseindependent contractor of, engageor other Person transacting business with, participatethe Surviving Corporation to terminate its relationship with or reduce or cease doing business with the Surviving Corporation, assist or invest in any Competing Business way knowingly interfere with the relationship between any such Person and the Surviving Corporation. (d) The damages that would be suffered by the Surviving Corporation and the Purchaser as hereinafter defined); (ii) will refrain from a result of any breach of the provisions of this Section 12.01 may not be calculable and an award of a monetary judgment for such a breach may be an inadequate remedy. Consequently, the Surviving Corporation and the Purchaser shall have the right, in addition to any other rights they may have, to obtain, in any court of competent jurisdiction, injunctive relief to restrain any breach or threatened breach of any provision of this Section 12.01. This remedy is in addition to monetary damages for any Damages directly or indirectly employing, attempting suffered by the Surviving Corporation or the Purchaser and reasonable attorneys’ fees and any other relief available to employ, recruiting the Surviving Corporation or otherwise soliciting, inducing or influencing the Purchaser. (e) If any person to leave employment with the Corporations (other than terminations court of employment of subordinate employees undertaken in the course of the Executive’s employment with the Bank); and (iii) will refrain from soliciting or encouraging any customer or supplier to terminate or otherwise modify adversely its business relationship with the Corporations. The Executive understands competent jurisdiction finally determines that the restrictions time period or the geographic scope of any covenant set forth in this Section 7(d) are intended 12.01 is unreasonable or excessive and any such covenant is ruled to protect be unenforceable by said court, the Corporations’ interest restrictions of this Section 12.01 shall remain in their Confidential Information full force and established employee, customer effect for the greatest time period and supplier relationships and goodwillwithin the greatest geographic area that would not render it unenforceable, and agrees each Party hereby consents to said court’s alteration of this Section 12.01 as necessary to render it enforceable. The Parties intend that such restrictions are reasonable each of the covenants in Sections 12.01(a), (b), (c) and appropriate for this purpose. If the Executive chooses not (d) shall be deemed to be bound a separate covenant. (f) The covenants contained in this Section 12.01 are independent of any covenants of the Purchaser contained herein or in any other document or instrument delivered in connection herewith or pursuant hereto, and any breach by the Purchaser of any such covenant shall not justify any breach by the Specified Shareholders of their covenants under this Section 12.01. (g) The Non-compete Term as it applies in Sections 12.01(a), (b) and (c) shall be computed by excluding from such computation any time during which the Shareholders are in violation of any provision of this Section 7(d), then no severance shall be payable under Section 4(b). For purposes of this Agreement, the term “Competing Business” shall mean any financial institution with an office within a 50-mile radius of any office of the Corporations. Notwithstanding the foregoing, (1) the Executive may own up to one percent (1%) of the outstanding stock of a publicly held corporation which constitutes or is affiliated with a Competing Business, and (2) the provision of this Section 7(d) shall not apply if the Executive’s employment is terminated within two (2) years after a Change in Control of either the Bank or the Corporation. A “Change in Control” of either the Bank or the Corporation shall be deemed to occur upon the consummation of (i) any consolidation or merger of the Bank or the Corporation or other transaction where the shareholders of the Bank or the Corporation, immediately prior to the consolidation, merger or other transaction, would not, immediately after the consolidation, merger or other transaction, beneficially own (as such term is defined in Rule 13d-3 of the Exchange Act of 1934, as amended), directly or indirectly, shares representing in the aggregate more than 50 percent of the voting shares of the entity issuing cash or securities in the consolidation, merger or other transaction, or (ii) any sale or other transfer (in one transaction or a series of transactions contemplated by or arranged by any party as a single plan) of all or substantially all of the assets of the Bank or Corporation12.01.

Noncompetition and Nonsolicitation. During the Executive’s employment with the Bank Employer and for the period that the Executive is entitled to receive severance under Section 4(b)one (1) year thereafter, the Executive (i) will not, directly or indirectly, whether as owner, partner, shareholder, consultant, agent, employee, co-venturer or otherwise, engage, participate, assist or invest in any Competing Business (as hereinafter defined); , (ii) will refrain from directly or indirectly employing, attempting to employ, recruiting or otherwise soliciting, inducing or influencing any person to leave employment with the Corporations Employer (other than terminations of employment of subordinate employees undertaken in the course of the Executive’s employment with the BankEmployer); and (iii) will refrain from soliciting or encouraging any customer or supplier to terminate or otherwise modify adversely its business relationship with the CorporationsEmployer. The Executive understands that the restrictions set forth in this Section 7(d) 8 are intended to protect the Corporations’ Employer’s interest in their its Confidential Information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. If the Executive chooses not to be bound by the provision of this Section 7(d), then no severance shall be payable under Section 4(b). For purposes of this Agreement, the term “Competing Business” " shall mean any financial institution with an office a business which consists of operating specialty HIV pharmacies anywhere within a 50-mile radius of any office of the CorporationsUnited States. Notwithstanding the foregoing, (1) the Executive may own up to one percent (1%) of the outstanding stock of a publicly publicly-held corporation which constitutes or is affiliated with a Competing Business. The Employer may extend the period of noncompetition and nonsolicitation for an additional period not exceeding one (1) year, provided that it extends and (2) pays Termination Benefits to the provision Executive for the duration of this the extension, such Termination Benefits to be payable, in each case, in the same form as provided in Section 7(d) shall not apply 6 but as if the Date of Termination were the last day of the extended covenant period. Notwithstanding the foregoing, the Executive’s employment is terminated within two (2obligations under Section 8(d)(i) years after a Change in Control shall terminate and be of either the Bank no further force or the Corporation. A “Change in Control” of either the Bank or the Corporation shall be deemed to occur effect upon the consummation of (i) any consolidation or merger termination of the Bank or the Corporation or other transaction where the shareholders Executive’s Employment under any of the Bank or the Corporation, immediately prior to the consolidation, merger or other transaction, would not, immediately after the consolidation, merger or other transaction, beneficially own (as such term is defined circumstances described in Rule 13d-3 of the Exchange Act of 1934, as amendedSection 6(b), directly or indirectly, shares representing in the aggregate more than 50 percent of the voting shares of the entity issuing cash or securities in the consolidation, merger or other transaction, or (ii) any sale or other transfer (in one transaction or a series of transactions contemplated by or arranged by any party as a single plan) of all or substantially all of the assets of the Bank or Corporation.

Noncompetition and Nonsolicitation. During (a) For a period of three (3) years from the Executive’s employment with date of this Agreement (the Bank and for the period that the Executive is entitled to receive severance under Section 4(b“Restricted Period”), each of the Executive Sellers (iincluding JR) will not, directly or indirectly, whether on its own behalf, as owneran agent of, partneron behalf of or in conjunction with, shareholderor as a member, consultantpartner or shareholder of, agent, any other Person: (i) engage in any business that Competes with the Business; or (ii) induce any employee, co-venturer licensee, independent contractor, manufacturer, supplier or otherwiselicensee of the Buyers or their Affiliates with respect to the Acquired Assets or the Business, engageto terminate his or her employment or relationship, participateas applicable, assist with the Buyers or invest in any Competing Business their Affiliates, other than as a result of general solicitations for employment that are not specifically targeted at employees of the Business. (b) Notwithstanding anything to the contrary contained herein, Sellers (including JR) shall be permitted to (i) enter into the Wholesale License Agreement and perform the obligations and conduct the business as hereinafter defined)contemplated thereby; (ii) will refrain from directly or indirectly employing, attempting to employ, recruiting or otherwise soliciting, inducing or influencing any person to leave employment dispose of Inventory in accordance with the Corporations (other than terminations of employment of subordinate employees undertaken in the course of the Executive’s employment with the Bank)Section 6.11; and (iii) exercise the Retained Media Rights in accordance with Section 2.4. In addition, nothing herein will refrain prohibit Sellers (including JR) from soliciting or encouraging any customer or supplier to terminate or otherwise modify adversely its business relationship with the Corporations. The Executive understands that the restrictions set forth in this Section 7(d) are intended to protect the Corporations’ interest in their Confidential Information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. If the Executive chooses mere passive ownership of not to be bound by the provision of this Section 7(d), then no severance shall be payable under Section 4(b). For purposes of this Agreement, the term “Competing Business” shall mean any financial institution with an office within a 50-mile radius of any office of the Corporations. Notwithstanding the foregoing, (1) the Executive may own up to one more than ten percent (110%) of the outstanding stock of any class of a publicly held corporation which constitutes whose stock is traded on a national securities exchange or is affiliated 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, but shall not include, without limitation, any involvement in the day-to-day operations of such Person. (c) Rxxxxx Xxxx agrees that he shall not (whether on his own behalf, as an agent of, on behalf of or in conjunction with, any other Person) enter into any agreement or arrangement to sell or distribute any jewelry through QVC or any Affiliate thereof without first offering to XCel the opportunity to participate in such agreement or arrangement. Notwithstanding the foregoing, Rxxxxx Xxxx shall not enter into any agreement or arrangement to sell or distribute any jewelry through QVC or any Affiliate thereof if as a result of such agreement or arrangement, QVC or such Affiliate would reasonably be expected to materially reduce the number of hours allotted by QVC to programming for the Business under the Buyer QVC Agreement. (d) The Buyers are entitled (without limitation of any other remedy) to specific performance and/or injunctive relief with a Competing Business, and (2) respect to any breach or threatened breach of the provision of covenants in this Section 7(d) shall not apply if 6.3. If any court of competent jurisdiction at any time deems the Executive’s employment is terminated within two (2) years after a Change in Control of either time periods for the Bank foregoing covenants too lengthy or the Corporation. A “Change in Control” scope of either the Bank or covenants too broad, the Corporation shall restrictive time periods will be deemed to occur upon be the consummation of (i) any consolidation or merger longest period permissible by law, and the scope will be deemed to comprise the broadest scope permissible by law under the circumstances. It is the intent of the Bank or Parties to protect and preserve the Corporation or other transaction where Business and the shareholders Acquired Assets and therefore the Parties agree and direct that the time period and scope of the Bank or foregoing covenants will be the Corporation, immediately prior maximum permissible duration (not to the consolidation, merger or other transaction, would not, immediately after the consolidation, merger or other transaction, beneficially own (as such term is defined in Rule 13d-3 of the Exchange Act of 1934, as amended), directly or indirectly, shares representing in the aggregate more than 50 percent of the voting shares of the entity issuing cash or securities in the consolidation, merger or other transaction, or (iiexceed three years) any sale or other transfer (in one transaction or a series of transactions contemplated by or arranged by any party as a single plan) of all or substantially all of the assets of the Bank or Corporationand size.

Noncompetition and Nonsolicitation. During the Executive’s employment with the Bank Term and for one (1) year thereafter (or during the period that the Executive is entitled to receive severance under Section 4(bTermination Benefits Period, if longer), the Executive (i) will not, directly or indirectly, whether as owner, partner, shareholder, consultant, agent, employee, co-venturer or otherwise, engage, participate, assist or invest in any Competing Business (as hereinafter defined); (ii) will refrain from directly or indirectly employing, attempting to employ, recruiting or otherwise soliciting, inducing or influencing any person to leave employment with the Corporations Employer (other than terminations of employment of subordinate employees undertaken in the course of the Executive’s 's employment with the BankEmployer); and (iii) will refrain from soliciting or encouraging any customer or supplier to terminate or otherwise modify adversely its business relationship with the CorporationsEmployer; provided, however, that the foregoing one-year restriction shall not apply in the event the Executive's employment under this Agreement is terminated pursuant to Section 6(c) hereof. The Executive understands that the restrictions set forth in this Section 7(d) are intended to protect the Corporations’ Employer's interest in their its Confidential Information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. If the Executive chooses not to be bound by the provision of this Section 7(d), then no severance shall be payable under Section 4(b). For purposes of this Agreement, the term “"Competing Business” " shall mean a business (other than Vaillancourt & Woodward, Inc.) conducted anywhere in the Statx xx Xxx Xxxpshxxx xxxxh is competitive with any financial institution with an office within a 50-mile radius business which the Employer or any of its affiliates conducts or proposes to conduct at any office time during the employment of the CorporationsExecutive. Notwithstanding the foregoing, (1) the Executive may own up to one percent (1%) of the outstanding stock of a publicly held corporation which constitutes or is affiliated with a Competing Business, and (2) the provision of this Section 7(d) shall not apply if the Executive’s employment is terminated within two (2) years after a Change in Control of either the Bank or the Corporation. A “Change in Control” of either the Bank or the Corporation shall be deemed to occur upon the consummation of (i) any consolidation or merger of the Bank or the Corporation or other transaction where the shareholders of the Bank or the Corporation, immediately prior to the consolidation, merger or other transaction, would not, immediately after the consolidation, merger or other transaction, beneficially own (as such term is defined in Rule 13d-3 of the Exchange Act of 1934, as amended), directly or indirectly, shares representing in the aggregate more than 50 percent of the voting shares of the entity issuing cash or securities in the consolidation, merger or other transaction, or (ii) any sale or other transfer (in one transaction or a series of transactions contemplated by or arranged by any party as a single plan) of all or substantially all of the assets of the Bank or Corporation.

Noncompetition and Nonsolicitation. During the Executive’s employment with the Bank Employer and for the period that the Executive is entitled to receive severance under Section 4(b)one (1) year thereafter, the Executive (i) will not, directly or indirectly, whether as owner, partner, shareholder, consultant, agent, employee, co-venturer or otherwise, engage, participate, assist or invest in any Competing Business (as hereinafter defined); , (ii) will refrain from directly or indirectly employing, attempting to employ, recruiting or otherwise soliciting, inducing or influencing any person to leave employment with the Corporations Employer (other than terminations of employment of subordinate employees undertaken in the course of the Executive’s employment with the BankEmployer); and (iii) will refrain from soliciting or encouraging any customer or supplier to terminate or otherwise modify adversely its business relationship with the CorporationsEmployer. The Executive understands that the restrictions set forth in this Section 7(d) 8 are intended to protect the Corporations’ Employer’s interest in their its Confidential Information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. If the Executive chooses not to be bound by the provision of this Section 7(d), then no severance shall be payable under Section 4(b). For purposes of this Agreement, the term “Competing Business” " shall mean any financial institution with an office a business which consists of operating specialty HIV pharmacies anywhere within a 50-mile radius of any office of the CorporationsUnited States. Notwithstanding the foregoing, (1) the Executive may own up to one percent (1%) of the outstanding stock of a publicly publicly-held corporation which constitutes or is affiliated with a Competing Business. The Employer may extend the period of noncompetition and nonsolicitation for an additional period not exceeding one (1) year, provided that it extends and (2) pays Termination Benefits to the provision Executive for the duration of this the extension, such Termination Benefits to be payable, in each case, in the same form as provided in Section 7(d) shall not apply 6 but as if the Date of Termination were the last day of the extended covenant period. Notwithstanding the foregoing, the Executive’s employment is terminated within two (2obligations under Section 8(d)(i) years after a Change in Control shall terminate and be of either the Bank no further force or the Corporation. A “Change in Control” of either the Bank or the Corporation shall be deemed to occur effect upon the consummation of (i) any consolidation or merger termination of the Bank or the Corporation or other transaction where the shareholders Executive’s Employment under any of the Bank or the Corporation, immediately prior to the consolidation, merger or other transaction, would not, immediately after the consolidation, merger or other transaction, beneficially own (as such term is defined circumstances described in Rule 13d-3 of the Exchange Act of 1934, as amendedSection 6(b), directly or indirectly, shares representing in the aggregate more than 50 percent of the voting shares of the entity issuing cash or securities in the consolidation, merger or other transaction, or (ii) any sale or other transfer (in one transaction or a series of transactions contemplated by or arranged by any party as a single plan) of all or substantially all of the assets of the Bank or Corporation.

Noncompetition and Nonsolicitation. During the Executive’s employment with the Bank term of this Agreement and for the period that the Executive is entitled to receive severance under Section 4(b)one (1) year thereafter, the Executive (i) will not, directly or indirectly, whether as owner, partner, shareholder, consultant, agent, employee, co-venturer or otherwise, engage, participate, assist or invest in any Competing Business (as hereinafter defineddefined below); (ii) will refrain from directly or indirectly employing, attempting to employ, recruiting or otherwise soliciting, inducing or influencing any person to leave employment with the Corporations Employer (other than terminations of employment of subordinate employees undertaken in the course of the Executive’s employment with the BankEmployer); and (iii) will refrain from soliciting or encouraging any customer or supplier to terminate or otherwise modify adversely its business relationship with the CorporationsEmployer. The Executive understands that the restrictions set forth in this Section 7(d) are intended to protect the Corporations’ Employer’s interest in their its Confidential Information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. If the Executive chooses not to be bound by the provision of this Section 7(d), then no severance shall be payable under Section 4(b). For purposes of this Agreement, the term “Competing Business” shall mean a business conducted anywhere in any financial institution with an office within a 50-mile radius of any office jurisdiction where the Employer and/or its affiliates conduct such business as of the Corporationsdate Executive’s employment terminates, and shall be deemed to include, without limitation, any business activity or jurisdiction which is covered by or included in a written proposal or business plan existing on the date of the termination of the Executive’s employment with the Employer, which is directly competitive with any business which the Employer or any of its affiliates conducts or has documentable plans to conduct at any time during the employment of the Executive. Notwithstanding the foregoing, (1i) the Executive may own up to one percent (1%) of the outstanding stock of a publicly held corporation which constitutes or is affiliated with a Competing Business, and (2) the provision of this Section 7(d) shall not apply if the Executive’s employment is terminated within two (2) years after a Change in Control of either the Bank or the Corporation. A “Change in Control” of either the Bank or the Corporation shall be deemed to occur upon the consummation of (i) any consolidation or merger of the Bank or the Corporation or other transaction where the shareholders of the Bank or the Corporation, immediately prior to the consolidation, merger or other transaction, would not, immediately after the consolidation, merger or other transaction, beneficially own (as such term is defined in Rule 13d-3 of the Exchange Act of 1934, as amended), directly or indirectly, shares representing in the aggregate more than 50 percent of the voting shares of the entity issuing cash or securities in the consolidation, merger or other transaction, or (ii) any sale or other transfer (in one transaction or a series of transactions contemplated by or arranged by any party as a single plan) of all or substantially all of the assets of the Bank or Corporation.

Noncompetition and Nonsolicitation. During 3.1 The Employee agrees that during the Executive’s Employee's employment with the Bank Company or its Subsidiaries, and for the one (1) year period that following the Executive is entitled to receive severance under Section 4(bdate on which the Employee's employment with the Company or its Subsidiaries terminates for any reason, the Employee will not directly or indirectly, own, manage, operate, control (including indirectly through a debt or equity investment), the Executive provide services to, be employed by, or be connected in any manner with, any person or entity engaged in any business that is (i) located in a region with respect to which the Employee had substantial responsibilities while employed by the Company or its Subsidiaries, and (ii) competitive, with (A) the line of business or businesses of the Company or its Subsidiaries in which the Employee was employed with during the Employee's employment (including any prospective business to be developed or acquired that was proposed at the date of termination), or (B) any other business of the Company or its Subsidiaries with respect to which the Employee had substantial exposure during such employment. For avoidance of doubt, if the 1002287442v3 Employee is a senior officer of the Company, the restriction contained herein shall relate to the Company and all of its Subsidiaries. 3.2 The Employee agrees that during the Employee's employment with the Company or its Subsidiaries, and for the two (2) year period thereafter, the Employee will not, directly or indirectly, whether as owneron the Employee's own behalf or on behalf of another (i) solicit, partnerrecruit, shareholder, consultant, agent, employee, co-venturer aid or otherwise, engage, participate, assist induce any employee of the Company or invest in any Competing Business (as hereinafter defined); (ii) will refrain from directly or indirectly employing, attempting to employ, recruiting or otherwise soliciting, inducing or influencing any person its Subsidiaries to leave his or her employment with the Corporations (other than terminations of employment of subordinate employees undertaken Company or its Subsidiaries in the course of the Executive’s order to accept employment with the Bank); and (iii) will refrain from soliciting or encouraging any customer render services to another person or supplier to terminate or otherwise modify adversely its business relationship entity unaffiliated with the Corporations. The Executive understands that the restrictions set forth Company or its Subsidiaries, or hire or knowingly take any action to assist or aid any other person or entity in this Section 7(d) are intended to protect the Corporations’ interest in their Confidential Information and established identifying or hiring any such employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. If the Executive chooses not to be bound by the provision of this Section 7(d), then no severance shall be payable under Section 4(b). For purposes of this Agreement, the term “Competing Business” shall mean any financial institution with an office within a 50-mile radius of any office of the Corporations. Notwithstanding the foregoing, (1) the Executive may own up to one percent (1%) of the outstanding stock of a publicly held corporation which constitutes or is affiliated with a Competing Business, and (2) the provision of this Section 7(d) shall not apply if the Executive’s employment is terminated within two (2) years after a Change in Control of either the Bank or the Corporation. A “Change in Control” of either the Bank or the Corporation shall be deemed to occur upon the consummation of (i) any consolidation or merger of the Bank or the Corporation or other transaction where the shareholders of the Bank or the Corporation, immediately prior to the consolidation, merger or other transaction, would not, immediately after the consolidation, merger or other transaction, beneficially own (as such term is defined in Rule 13d-3 of the Exchange Act of 1934, as amended), directly or indirectly, shares representing in the aggregate more than 50 percent of the voting shares of the entity issuing cash or securities in the consolidation, merger or other transaction, or (ii) any sale or other transfer (in one transaction or a series of transactions contemplated by or arranged by any party as a single plan) of all or substantially all of the assets of the Bank or Corporation.or

Noncompetition and Nonsolicitation. During While employed by the Employer and for a period of twenty-four (24) consecutive months following the date of termination of employment for any reason, the In consideration for the compensation and benefits granted by the Employer to Executive under this Agreement, and in further consideration of Executive’s continued employment by the Employer, Executive hereby agrees that during the term of this Agreement and for a period ending twelve (12) months after his termination of employment with the Bank and for the period that the Employer as Executive is entitled to receive severance under Section 4(b)this Agreement, the Executive (i) will not, not directly or indirectly: (1) Contact, whether solicit, interfere with or divert any of the Employer’s customers; accept employment or engage in a competing business, or engage in any activity that may result in the disclosure by disclosing, divulging or otherwise use of , using or relying on Confidential Information, proprietary information or trade secrets acquired during Executive’s his employment with the Employer; and (2) Solicit any person who is employed by the Employer for the purpose of encouraging that employee to join the Executive as owner, a partner, shareholder, consultant, agent, employee, co-venturer contractor or otherwise, engage, participate, assist or invest otherwise in any Competing Business business activity which is competitive with the Employer. In the event of any breach of this subparagraph B, the Executive agrees that the twenty-four (24) month restricted period shall be tolled during the time of such breach. 6. The second sentence of Section 8D is hereby deleted in its entirety and replaced with the following (the underlined language being added): In the event that the Executive breaches any of the restrictions in this Paragraph 8, he shall forfeit all of the applicable payments and benefits under this Agreement, including but not limited to such payments and benefits pursuant to Paragraph 7 (except those contained in Paragraph 7A or as hereinafter definedotherwise prohibited by law), and the Employer shall have the right to recapture and seek repayment of any such applicable payments and benefits under this Agreement. 7. The following is hereby added to the end of Section 8E(1): Executive recognizes that this Agreement does not require assignment of any Invention which qualifies fully for protection under Section 2870 of the California Labor Code, which provides as follows: (i) Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer’s equipment, supplies, facilities, or trade secret information except for those inventions that either: (a) Relate at the time of conception or reduction to practice of the invention to the employer’s business, or actual or demonstrably anticipated research or development of the employer; or (b) Result from any work performed by the employee for the employer. (ii) will refrain To the extent a provision in an employment agreement purports to require an employee to assign an invention otherwise excluded from directly or indirectly employingbeing required to be assigned under subdivision (i), attempting to employ, recruiting or otherwise soliciting, inducing or influencing any person to leave employment the provision is against the public policy of this state and is unenforceable. 8. Section 17 is hereby deleted in its entirety replaced with the Corporations (other than terminations of employment of subordinate employees undertaken in the course of the Executive’s employment with the Bank); and (iii) will refrain from soliciting or encouraging any customer or supplier to terminate or otherwise modify adversely its business relationship with the Corporations. The Executive understands that the restrictions set forth in this Section 7(d) are intended to protect the Corporations’ interest in their Confidential Information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. If the Executive chooses not to be bound by the provision of this Section 7(d), then no severance shall be payable under Section 4(b). For purposes of this Agreement, the term “Competing Business” shall mean any financial institution with an office within a 50-mile radius of any office of the Corporations. Notwithstanding the foregoing, (1) the Executive may own up to one percent (1%) of the outstanding stock of a publicly held corporation which constitutes or is affiliated with a Competing Business, and (2) the provision of this Section 7(d) shall not apply if the Executive’s employment is terminated within two (2) years after a Change in Control of either the Bank or the Corporation. A “Change in Control” of either the Bank or the Corporation shall be deemed to occur upon the consummation of (i) any consolidation or merger of the Bank or the Corporation or other transaction where the shareholders of the Bank or the Corporation, immediately prior to the consolidation, merger or other transaction, would not, immediately after the consolidation, merger or other transaction, beneficially own (as such term is defined in Rule 13d-3 of the Exchange Act of 1934, as amended), directly or indirectly, shares representing in the aggregate more than 50 percent of the voting shares of the entity issuing cash or securities in the consolidation, merger or other transaction, or (ii) any sale or other transfer (in one transaction or a series of transactions contemplated by or arranged by any party as a single plan) of all or substantially all of the assets of the Bank or Corporation.following:

Noncompetition and Nonsolicitation. During Without the Executive’s employment with prior written consent of the Bank and for Board, during the period that the Executive is entitled employed by Employer and, in the event Executive terminates his employment with Employer for any reason other than as a result of a material breach by Employer of any of Employer’s obligations under this Agreement, or any other agreement to receive severance under Section 4(b)which Executive and Employer are now or hereafter parties, the for one (1) year thereafter, Executive (i) will not, directly or indirectly, whether as owner, partner, shareholder, consultant, agent, employee, co-venturer or otherwise, engage, participate, assist or invest in any Competing Business (as hereinafter defined); . Without the prior written consent of the Board, during the period that Executive is employed by Employer and, (iix) in the event of the termination of Executive’s employment by Employer with Cause or (y) in the event Executive terminates his employment with Employer for any reason other than as a result of a material breach by Employer of any of Employer’s obligations under this Agreement, or any other agreement to which Executive and Employer are now or hereafter parties, for eighteen (18) months thereafter, Executive will refrain from directly or indirectly employing, attempting to employ, recruiting or otherwise soliciting, inducing or influencing any person to leave employment with the Corporations (other than terminations of employment of subordinate employees undertaken in the course of the Executive’s employment with the Bank); Employer, and (iii) also will refrain from soliciting or encouraging any customer or supplier to terminate or otherwise modify adversely its business relationship with the CorporationsEmployer. The Executive understands that the restrictions set forth in this Section 7(d) are intended to protect the Corporations’ Employer’s interest in their its Confidential Information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. If the Executive chooses not to be bound by the provision of this Section 7(d), then no severance shall be payable under Section 4(b). For purposes of this Agreement, the term “Competing Business” shall mean any financial institution with an office business that provides or intends to provide the same or similar services as those provided by Employer or any of its subsidiaries in any geographic area then served by Employer (which for this purpose only shall be defined as being within a 50-mile radius one hundred (100) miles of any office or data center currently used or operated by Employer or any subsidiary of the CorporationsEmployer). Notwithstanding the foregoing, (1) the Executive may own up to one two percent (12%) of the outstanding stock of a publicly publicly-held corporation which constitutes or is affiliated with a Competing Business, and (2) the provision of this Section 7(d) shall not apply if the Executive’s employment is terminated within two (2) years after a Change in Control of either the Bank or the Corporation. A “Change in Control” of either the Bank or the Corporation shall be deemed to occur upon the consummation of (i) any consolidation or merger of the Bank or the Corporation or other transaction where the shareholders of the Bank or the Corporation, immediately prior to the consolidation, merger or other transaction, would not, immediately after the consolidation, merger or other transaction, beneficially own (as such term is defined in Rule 13d-3 of the Exchange Act of 1934, as amended), directly or indirectly, shares representing in the aggregate more than 50 percent of the voting shares of the entity issuing cash or securities in the consolidation, merger or other transaction, or (ii) any sale or other transfer (in one transaction or a series of transactions contemplated by or arranged by any party as a single plan) of all or substantially all of the assets of the Bank or Corporationcorporation.

Noncompetition and Nonsolicitation. During (i) Within the ExecutiveGeographic Territory and during the period of the Participant’s employment with the Bank Company or any of its Affiliates and continuing for the period thereafter described in the following clause (x), (y) or (z), as applicable: (x) if the Participant’s employment is terminated at any time other than during the Protection Period, the number of years or portions thereof following such termination of employment equal to the Participant’s Severance Multiple (provided that if a Change in Control occurs following such termination of employment and the Executive is Participant becomes entitled to receive severance payments or benefits under Section 4(b6 of the Severance Plan, this Section 2(b)(i) shall cease to apply upon such Change in Control), (y) if the Participant’s employment is terminated during the Protection Period under circumstances not entitling the Participant to payments or benefits under Section 5 of the Severance Plan, the period of time, if any, following such termination of employment and prior to and including the date that is the number of years or portions thereof following the date of the Change in Control equal to one-half of the Participant’s Severance Multiple, and (z) if the Participant’s employment is terminated during the Protection Period under circumstances entitling the Participant to payments or benefits under Section 5 of the Severance Plan, no period of time following such termination of employment (the applicable period described in this Section 2(b)(i), the Executive “Noncompetition Period”), the Participant shall not: (iA) will not, directly or indirectly, whether without the prior written consent of the Company, engage in or invest as an owner, partner, shareholderstockholder, consultantlicensor, director, officer, agent, employeeemployee or consultant for any Person that is engaged primarily in the retail grocery business; provided, co-venturer however, that this provision shall not prevent the Participant from passively investing as a less than two percent stockholder in the securities of any company listed on a national securities exchange or otherwise, engage, participate, assist or invest quoted on an automated quotation system; or (B) accept employment with any Person that is engaged in any Competing Business (as hereinafter defined); (ii) will refrain from directly or indirectly employing, attempting to employ, recruiting or otherwise soliciting, inducing or influencing any person to leave employment with the Corporations (other than terminations of employment of subordinate employees undertaken manner in the course retail grocery business if such employment would result in the Participant being involved in the management, operations or business affairs of the Executive’s employment with the Bank); and (iii) will refrain from soliciting or encouraging any customer or supplier to terminate or otherwise modify adversely its business relationship with the Corporations. The Executive understands that the restrictions set forth in this Section 7(d) are intended to protect the Corporations’ interest in their Confidential Information and established employeesubsidiary, customer and supplier relationships and goodwilldivision, and agrees that such restrictions are reasonable and appropriate for this purpose. If the Executive chooses not to be bound by the provision of this Section 7(d), then no severance shall be payable under Section 4(b). For purposes of this Agreement, the term “Competing Business” shall mean any financial institution with an office within a 50-mile radius of any office of the Corporations. Notwithstanding the foregoing, (1) the Executive may own up to one percent (1%) of the outstanding stock of a publicly held corporation which constitutes or is affiliated with a Competing Business, and (2) the provision of this Section 7(d) shall not apply if the Executive’s employment is terminated within two (2) years after a Change in Control of either the Bank or the Corporation. A “Change in Control” of either the Bank or the Corporation shall be deemed to occur upon the consummation of (i) any consolidation or merger of the Bank or the Corporation segment or other transaction where the shareholders portion of the Bank or the Corporation, immediately prior to the consolidation, merger or other transaction, would not, immediately after the consolidation, merger or other transaction, beneficially own (as such term is defined in Rule 13d-3 of the Exchange Act of 1934, as amended), directly or indirectly, shares representing in the aggregate more than 50 percent of the voting shares of the entity issuing cash or securities in the consolidation, merger or other transaction, or (ii) any sale or other transfer (in one transaction or a series of transactions contemplated by or arranged by any party as a single plan) of all or substantially all of the assets of the Bank or Corporation.Person that conducts such grocery business;

Noncompetition and Nonsolicitation. During the Executive’s employment with the Bank Term and for the period that while the Executive is entitled to receive severance under Section 4(b)receiving any Termination Benefits or Severance Benefits, the Executive (i) will shall not, directly or indirectly, whether as owner, partner, shareholder, consultant, agent, employee, co-venturer or otherwise, engage, participate, assist or invest in any Competing Business (as hereinafter defined); (ii) will shall refrain from directly or indirectly employing, attempting to employ, recruiting or otherwise soliciting, inducing or influencing any person to leave employment with the Corporations Employer (other than terminations of employment of subordinate employees undertaken in the course of the Executive’s 's employment with the BankEmployer); and (iii) will shall refrain from soliciting or encouraging any customer or supplier to terminate or otherwise modify adversely its business relationship with the CorporationsEmployer; notwithstanding any provision contained herein, the Executive may invest in any publicly held company, whether or not such company is a Competing Business, as long as the Executive does not engage in an active management role in such company. The Executive understands that the restrictions set forth in this Section 7(d) are intended to protect the Corporations’ Employer's and the Bancorp's interest in their its Confidential Information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. If the Executive chooses not to be bound by the provision of this Section 7(d), then no severance shall be payable under Section 4(b). For purposes of this Agreement, the term “"Competing Business” " shall mean a business conducted anywhere in the geographic area for which the Executive was primarily responsible during the Term which is competitive with any financial institution with an office within a 50-mile radius business which the Employer, the Bancorp, or any of its affiliates conducts at any office time during the employment of the Corporations. Notwithstanding the foregoing, (1) the Executive may own up to one percent (1%) of the outstanding stock of a publicly held corporation which constitutes or is affiliated with a Competing Business, and (2) the provision of this Section 7(d) shall not apply if the Executive’s employment is terminated within two (2) years after a Change in Control of either the Bank or the Corporation. A “Change in Control” of either the Bank or the Corporation shall be deemed to occur upon the consummation of (i) any consolidation or merger of the Bank or the Corporation or other transaction where the shareholders of the Bank or the Corporation, immediately prior to the consolidation, merger or other transaction, would not, immediately after the consolidation, merger or other transaction, beneficially own (as such term is defined in Rule 13d-3 of the Exchange Act of 1934, as amended), directly or indirectly, shares representing in the aggregate more than 50 percent of the voting shares of the entity issuing cash or securities in the consolidation, merger or other transaction, or (ii) any sale or other transfer (in one transaction or a series of transactions contemplated by or arranged by any party as a single plan) of all or substantially all of the assets of the Bank or Corporation.

Noncompetition and Nonsolicitation. During the Executive’s employment with the Bank Employer and for the period that the Executive is entitled to receive severance under Section 4(b)one (1) year thereafter, the Executive (i) will not, directly or indirectly, whether as owner, partner, shareholder, consultant, agent, employee, co-venturer or otherwise, engage, participate, assist or invest in any Competing Business (as hereinafter defined); , (ii) will refrain from directly or indirectly employing, attempting to employ, recruiting or otherwise soliciting, inducing or influencing any person to leave employment with the Corporations Employer (other than terminations of employment of subordinate employees undertaken in the course of the Executive’s employment with the BankEmployer); and (iii) will refrain from soliciting or encouraging any customer or supplier to terminate or otherwise modify adversely its business relationship with the CorporationsEmployer. The Executive understands that the restrictions set forth in this Section 7(d) 8 are intended to protect the Corporations’ Employer’s interest in their its Confidential Information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. If the Executive chooses not to be bound by the provision of this Section 7(d), then no severance shall be payable under Section 4(b). For purposes of this Agreement, the term “Competing Business” shall mean any financial institution with an office a business which consists of operating specialty HIV pharmacies anywhere within a 50-mile radius of any office of the CorporationsUnited States. Notwithstanding the foregoing, (1) the Executive may own up to one percent (1%) of the outstanding stock of a publicly publicly-held corporation which constitutes or is affiliated with a Competing Business. The Employer may extend the period of noncompetition and nonsolicitation for an additional period not exceeding one (1) year, provided that it extends and (2) pays Termination Benefits to the provision Executive for the duration of this the extension, such Termination Benefits to be payable, in each case, in the same form as provided in Section 7(d) shall not apply 6 but as if the Date of Termination were the last day of the extended covenant period. Notwithstanding the foregoing, the Executive’s employment is terminated within two (2obligations under Section 8(d)(i) years after a Change in Control shall terminate and be of either the Bank no further force or the Corporation. A “Change in Control” of either the Bank or the Corporation shall be deemed to occur effect upon the consummation of (i) any consolidation or merger termination of the Bank or the Corporation or other transaction where the shareholders Executive’s Employment under any of the Bank or the Corporation, immediately prior to the consolidation, merger or other transaction, would not, immediately after the consolidation, merger or other transaction, beneficially own (as such term is defined circumstances described in Rule 13d-3 of the Exchange Act of 1934, as amendedSection 6(b), directly or indirectly, shares representing in the aggregate more than 50 percent of the voting shares of the entity issuing cash or securities in the consolidation, merger or other transaction, or (ii) any sale or other transfer (in one transaction or a series of transactions contemplated by or arranged by any party as a single plan) of all or substantially all of the assets of the Bank or Corporation.

Noncompetition and Nonsolicitation. During In connection with Executive’s employment, the Company agrees to provide Executive with access to confidential business and technical information of the Company and to provide Executive access to its customers. To protect the legitimate business interests of the Company, including its trade secrets, confidential information, and goodwill, other than as excepted herein or with the written consent of the Board, Executive covenants and agrees that, from the Effective Date and for the six (6) month period following the termination date of Executive’s employment with for any reason (the Bank and for the period that the Executive is entitled to receive severance under Section 4(b“Restricted Period”), the Executive (i) will not, directly or indirectly, either for himself or for any other Person: (i) enter into, engage in, assist, give or lend funds to or otherwise finance, be employed by or consult with, or have a financial or other interest in, a Competing Business in the United States, whether for or by himself or as owner, partner, shareholder, consultantan independent contractor, agent, employeestockholder, co-partner or joint venturer of or otherwisefor any other Person (provided that the foregoing shall not prohibit Executive from working for a Person that engages in a Competing Business as long as the business unit within which Executive is employed or otherwise performing services and Executive’s actual services for such Person are in no way engaged, engagedirectly or indirectly, participate, assist or invest in any Competing Business (as hereinafter defined); (ii) will refrain from directly or indirectly employing, attempting and provided further that nothing in this Section shall be construed to employ, recruiting or otherwise soliciting, inducing or influencing affect in any person to leave employment with the Corporations (other than terminations of employment of subordinate employees undertaken in the course of the way Executive’s employment with the Bank); and (iii) will refrain from soliciting or encouraging any customer or supplier to terminate or otherwise modify adversely its business relationship with the Corporations. The Executive understands that the restrictions confidentiality obligations as set forth in this Section 7(d) the Proprietary Information Agreement. A “Competing Business” means any Person, that competes, whether or not for profit, with the business, products or services of the Company, including services and products that are intended to protect the Corporations’ interest in their Confidential Information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. If the Executive chooses not to be bound under development by the provision Company or which the Company has substantive plans to develop or engage in, including without limitation and Person engaged in therapeutic development of this Section 7(d)any Interleukin-2 (IL-2) containing drug, then no severance shall be payable under Section 4(b)CTLA-4 Ig Fusion Protein (CTLA-4 Ig) containing drug, or combination thereof, or any Exosome Product. For The term “Person”, for purposes of this Agreement, the term “Competing Business” shall mean any financial institution with individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an office within a 50-mile radius of any office of the Corporationsagency or instrumentality thereof. Notwithstanding the foregoing, (1) The foregoing shall not be deemed to prohibit the Executive may own from acquiring solely as an investment up to one percent (1%) of the outstanding stock equity interests of a publicly any publicly-held corporation which constitutes or is affiliated with a Competing Business, and (2) the provision of this Section 7(d) shall not apply if the Executive’s employment is terminated within two (2) years after a Change in Control of either the Bank or the Corporation. A “Change in Control” of either the Bank or the Corporation shall be deemed to occur upon the consummation of (i) any consolidation or merger of the Bank or the Corporation or other transaction where the shareholders of the Bank or the Corporation, immediately prior to the consolidation, merger or other transaction, would not, immediately after the consolidation, merger or other transaction, beneficially own (as such term is defined in Rule 13d-3 of the Exchange Act of 1934, as amended), directly or indirectly, shares representing in the aggregate more than 50 percent of the voting shares of the entity issuing cash or securities in the consolidation, merger or other transaction, or (ii) any sale or other transfer (in one transaction or a series of transactions contemplated by or arranged by any party as a single plan) of all or substantially all of the assets of the Bank or Corporationcompany.

Noncompetition and Nonsolicitation. During the Executive’s employment with the Bank Transition Period and for the period that the Executive is entitled to receive severance under Section 4(b)six (6) months thereafter, the Executive (i) will not, directly or indirectly, whether as owner, partner, shareholder, consultant, agent, employee, co-venturer or otherwise, engage, participate, assist or invest in any Competing Business (as hereinafter defineddefined below); (ii) will refrain from directly or indirectly employing, attempting to employ, recruiting or otherwise soliciting, inducing or influencing any person to leave employment with the Corporations Company (other than terminations of employment of subordinate employees undertaken in the course of the Executive’s employment with performance of the BankServices); and (iii) will refrain from soliciting or encouraging any customer or supplier to terminate or otherwise modify adversely its business relationship with the CorporationsCompany. The Executive understands that the restrictions set forth in this Section 7(d6(d) are intended to protect the Corporations’ Company’s interest in their its Confidential Information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. If the Executive chooses not to be bound by the provision of this Section 7(d), then no severance shall be payable under Section 4(b). For purposes of this Separation Agreement, the term “Competing Business” shall mean a business conducted anywhere in any financial institution with an office within a 50-mile radius of any office jurisdiction where the Company and/or its affiliates conduct such business as of the Corporationsexpiration of the Transition Period, and shall be deemed to include, without limitation, any business activity or jurisdiction which is covered by or included in a written proposal or business plan existing on the date of the expiration Transition Period with the Company, which is competitive with any business which the Company or any of its affiliates conducts or proposes to conduct at any time during the Executives performance of the Services. Notwithstanding the foregoing, (1i) the Executive may own up to one percent (1%) of the outstanding stock of a publicly held corporation which constitutes or is affiliated with a Competing Business, and (2ii) the provision of this Section 7(d) companies listed on Exhibit A hereto shall not apply if the Executive’s employment is terminated within two (2) years after a Change in Control of either the Bank or the Corporation. A “Change in Control” of either the Bank or the Corporation shall be deemed to occur upon the consummation of (i) any consolidation or merger of the Bank or the Corporation or other transaction where the shareholders of the Bank or the Corporation, immediately prior to the consolidation, merger or other transaction, would not, immediately after the consolidation, merger or other transaction, beneficially own (as such term is defined in Rule 13d-3 of the Exchange Act of 1934, as amended), directly or indirectly, shares representing in the aggregate more than 50 percent of the voting shares of the entity issuing cash or securities in the consolidation, merger or other transaction, or (ii) any sale or other transfer (in one transaction or be a series of transactions contemplated by or arranged by any party as a single plan) of all or substantially all of the assets of the Bank or CorporationCompeting Business.

Noncompetition and Nonsolicitation. This Section 8(b) amends, restates, and supersedes Section 8 of the Restrictive Covenants Agreement. During the Executive’s employment with the Bank Company and for 12 months thereafter, regardless of the period that reason for the Executive is entitled to receive severance under Section 4(b), termination (the Executive “Restricted Period”): (i) the Executive will not, not directly or indirectly, whether as owner, partner, shareholder, director, manager, consultant, agent, employee, co-venturer or otherwise, engage, participate, assist participate or invest in any Competing Business (as hereinafter defined)business activity anywhere in the world that develops, manufactures or markets any products, or performs any services, that are competitive with the products or services of the Company, or products or services that the Company or its affiliates, has under development or that are the subject of active planning at any time during my employment; provided that this shall not prohibit any possible investment in publicly traded stock of a company representing less than one percent of the stock of such company. (ii) the Executive will refrain from not, directly or indirectly employingindirectly, attempting to employin any manner, recruiting or otherwise soliciting, inducing or influencing any person to leave employment with the Corporations (other than terminations of employment of subordinate employees undertaken in for the course benefit of the Executive’s employment Company, call upon, solicit, divert, take away, accept or conduct any business from or with any of the Bank); and customers or prospective customers of the Company or any of its suppliers. (iii) the Executive will refrain from soliciting not, directly or encouraging indirectly, in any customer manner, solicit, entice, attempt to persuade any other employee or supplier consultant of the Company to terminate leave the Company for any reason or otherwise modify adversely its business relationship with participate in or facilitate the Corporationshire, directly or through another entity, of any person who is employed or engaged by the Company or who was employed or engaged by the Company within six months of any attempt to hire such person. The Executive acknowledges and agrees that if [he]/[she] violates any of the provisions of this Section 8(b), the running of the Restricted Period will be extended by the time during which the Executive engages in such violation(s). The Executive understands that the restrictions set forth in this Section 7(d8(b) are intended to protect the Corporations’ Company’s interest in their Confidential Information its confidential information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. If the Executive chooses not to be bound by the provision of this Section 7(d), then no severance shall be payable under Section 4(b). For purposes of this Agreement, the term “Competing Business” shall mean any financial institution with an office within a 50-mile radius of any office of the Corporations. Notwithstanding the foregoing, (1) the Executive may own up to one percent (1%) of the outstanding stock of a publicly held corporation which constitutes or is affiliated with a Competing Business, and (2) the provision of this Section 7(d) shall not apply if the Executive’s employment is terminated within two (2) years after a Change in Control of either the Bank or the Corporation. A “Change in Control” of either the Bank or the Corporation shall be deemed to occur upon the consummation of (i) any consolidation or merger of the Bank or the Corporation or other transaction where the shareholders of the Bank or the Corporation, immediately prior to the consolidation, merger or other transaction, would not, immediately after the consolidation, merger or other transaction, beneficially own (as such term is defined in Rule 13d-3 of the Exchange Act of 1934, as amended), directly or indirectly, shares representing in the aggregate more than 50 percent of the voting shares of the entity issuing cash or securities in the consolidation, merger or other transaction, or (ii) any sale or other transfer (in one transaction or a series of transactions contemplated by or arranged by any party as a single plan) of all or substantially all of the assets of the Bank or Corporation.

Noncompetition and Nonsolicitation. During the Executive’s employment with the Bank Term and for one (1) year thereafter (or during the period that the Executive is entitled to receive severance under Section 4(bTermination Benefits Period, if longer), the Executive (i) will not, directly or indirectly, whether as owner, partner, shareholder, consultant, agent, employee, co-venturer or otherwise, engage, participate, assist or invest in any Competing Business (as hereinafter defined); (ii) will refrain from directly or indirectly employing, attempting to employ, recruiting or otherwise soliciting, inducing or influencing any person to leave employment with the Corporations Employer (other than terminations of employment of subordinate employees undertaken in the course of the Executive’s 's employment with the BankEmployer); and (iii) will refrain from soliciting or encouraging any customer or supplier to terminate or otherwise modify adversely its business relationship with the CorporationsEmployer; PROVIDED, HOWEVER, that the foregoing one-year restriction shall not apply in the event the Executive's employment under this Agreement is terminated pursuant to Section 6(c) hereof. The Executive understands that the restrictions set forth in this Section 7(d) are intended to protect the Corporations’ Employer's interest in their its Confidential Information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. If the Executive chooses not to be bound by the provision of this Section 7(d), then no severance shall be payable under Section 4(b). For purposes of this Agreement, the term “"Competing Business” " shall mean a business (other than Xxxxxxxxxxxx & Xxxxxxxx, Inc.) conducted anywhere in the State of New Hampshire which is competitive with any financial institution with an office within a 50-mile radius business which the Employer or any of its affiliates conducts or proposes to conduct at any office time during the employment of the CorporationsExecutive. Notwithstanding the foregoing, (1) the Executive may own up to one percent (1%) of the outstanding stock of a publicly held corporation which constitutes or is affiliated with a Competing Business, and (2) the provision of this Section 7(d) shall not apply if the Executive’s employment is terminated within two (2) years after a Change in Control of either the Bank or the Corporation. A “Change in Control” of either the Bank or the Corporation shall be deemed to occur upon the consummation of (i) any consolidation or merger of the Bank or the Corporation or other transaction where the shareholders of the Bank or the Corporation, immediately prior to the consolidation, merger or other transaction, would not, immediately after the consolidation, merger or other transaction, beneficially own (as such term is defined in Rule 13d-3 of the Exchange Act of 1934, as amended), directly or indirectly, shares representing in the aggregate more than 50 percent of the voting shares of the entity issuing cash or securities in the consolidation, merger or other transaction, or (ii) any sale or other transfer (in one transaction or a series of transactions contemplated by or arranged by any party as a single plan) of all or substantially all of the assets of the Bank or Corporation.

Noncompetition and Nonsolicitation. During the Executive’s employment with the Bank Term, and for one (1) year thereafter (or during the period that the Executive is entitled to receive severance under Section 4(bTermination Benefits Period, if longer), the Executive (i) will not, directly or indirectly, whether as owner, partner, shareholder, consultant, agent, employee, co-venturer or otherwise, engage, participate, assist or invest in any Competing Business (as hereinafter defined); (ii) will refrain from directly or indirectly employing, attempting to employ, recruiting or otherwise soliciting, inducing or influencing any person to leave employment with the Corporations Employer (other than terminations of employment of subordinate employees undertaken in the course of the Executive’s 's employment with the BankEmployer); and (iii) will refrain from soliciting or encouraging any customer or supplier to terminate or otherwise modify adversely its business relationship with the CorporationsEmployer; provided, however, that the foregoing restriction shall not apply in the event the Executive's employment under this Agreement is terminated pursuant to Section 6(c) hereof. The Executive understands that the restrictions set forth in this Section 7(d) are intended to protect the Corporations’ Employer's interest in their its Confidential Information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. If the Executive chooses not to be bound by the provision of this Section 7(d), then no severance shall be payable under Section 4(b). For purposes of this Agreement, the term “"Competing Business” " shall mean a business conducted anywhere in the State of New Hampshire which is competitive with any financial institution with an office within a 50-mile radius business which the Employer or any of its affiliates conducts or proposes to conduct at any office time during the employment of the CorporationsExecutive. Notwithstanding the foregoing, (1) the Executive may own up to one percent (1%) of the outstanding stock of a publicly held corporation which constitutes or is affiliated with a Competing Business. Notwithstanding the foregoing, and in the event that the Executive becomes entitled to Termination Benefits pursuant to Section 6(f) (2) the provision "Termination Following a Change of Control"), this Section 7(d) shall not apply if to the Executive with respect to the Executive’s employment is terminated within two (2) years after a Change in Control of either 's activities during any period following the Bank or the Corporation. A “Change in Control” of either the Bank or the Corporation shall be deemed to occur upon the consummation of (i) any consolidation or merger termination of the Bank or the Corporation or other transaction where the shareholders of the Bank or the Corporation, immediately prior to the consolidation, merger or other transaction, would not, immediately after the consolidation, merger or other transaction, beneficially own (as such term is defined in Rule 13d-3 of the Exchange Act of 1934, as amended), directly or indirectly, shares representing in the aggregate more than 50 percent of the voting shares of the entity issuing cash or securities in the consolidation, merger or other transaction, or (ii) any sale or other transfer (in one transaction or a series of transactions contemplated by or arranged by any party as a single plan) of all or substantially all of the assets of the Bank or CorporationExecutive's employment.

Noncompetition and Nonsolicitation. During the Executive’s employment with the Bank term of this Agreement and for the period that the Executive is entitled to receive severance under Section 4(b)one (1) year thereafter, the Executive (i) will not, directly or indirectly, whether as owner, partner, shareholder, consultant, agent, employee, co-venturer or otherwise, engage, participate, assist or invest in any Competing Business (as hereinafter defineddefined below); (ii) will refrain from directly or indirectly employing, attempting to employ, recruiting or otherwise soliciting, inducing or influencing any person to leave employment with the Corporations Employer (other than terminations of employment of subordinate employees undertaken in the course of the Executive’s employment with the BankEmployer); and (iii) will refrain from soliciting or encouraging any customer or supplier to terminate or otherwise modify adversely its business relationship with the CorporationsEmployer. The Executive understands that the restrictions set forth in this Section 7(d) are intended to protect the Corporations’ Employer’s interest in their its Confidential Information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. If the Executive chooses not to be bound by the provision of this Section 7(d), then no severance shall be payable under Section 4(b). For purposes of this Agreement, the term “Competing Business” shall mean a business conducted anywhere in any financial institution with an office within a 50-mile radius of any office jurisdiction where the Employer and/or its affiliates conduct such business as of the Corporationsdate Executive’s employment terminates, and shall be deemed to include, without limitation, any business activity or jurisdiction which is covered by or included in a written proposal or business plan existing on the date of the termination of the Executive’s employment with the Employer, which is competitive with any business which the Employer or any of its affiliates conducts or proposes to conduct at any time during the employment of the Executive. Notwithstanding the foregoing, (1i) the Executive may own up to one percent (1%) of the outstanding stock of a publicly held corporation which constitutes or is affiliated with a Competing Business, and (2) the provision of this Section 7(d) shall not apply if the Executive’s employment is terminated within two (2) years after a Change in Control of either the Bank or the Corporation. A “Change in Control” of either the Bank or the Corporation shall be deemed to occur upon the consummation of (i) any consolidation or merger of the Bank or the Corporation or other transaction where the shareholders of the Bank or the Corporation, immediately prior to the consolidation, merger or other transaction, would not, immediately after the consolidation, merger or other transaction, beneficially own (as such term is defined in Rule 13d-3 of the Exchange Act of 1934, as amended), directly or indirectly, shares representing in the aggregate more than 50 percent of the voting shares of the entity issuing cash or securities in the consolidation, merger or other transaction, or (ii) any sale or other transfer (in one transaction or a series of transactions contemplated by or arranged by any party as a single plan) of all or substantially all of the assets of the Bank or Corporation.

Noncompetition and Nonsolicitation. During 8.11.1. For a period of two years from and after the Executive’s employment Closing Date, neither the Seller nor any of its Affiliates under common control with the Bank Seller will engage directly or indirectly (or hold any equity interest in any Person that engages directly or indirectly) in all or any portion of the Business as conducted as of the Closing Date; provided, however, that (a) no owner of less than 5% of the outstanding stock of any publicly-traded corporation shall be deemed to be so engaged solely by reason thereof and for (b) this Section 8.11 shall not in any manner limit, restrict or otherwise preclude the period Seller, Group and their Affiliates from continuing after the Closing to operate the Non-PBM Business as such business exists immediately following the Closing and in any other manner that is not competitive with the Executive is entitled Business. Buyer acknowledges and agrees that nothing in this Section 8.11 shall be deemed to receive severance under restrict or otherwise impair the Seller, Group and their Affiliates from engaging in such Non-PBM Business following the Closing. (a) Notwithstanding anything to the contrary set forth above, nothing set forth in this Section 4(b), the Executive 8.11: (i) shall prohibit or otherwise restrict the Seller or its Affiliates from acquiring an interest, by joint venture, merger, stock purchase, asset purchase or other business purchase or combination in a business (the “Acquired Business”) that either operates a business that is competitive with the Business or has an approved business plan to develop a business that is competitive with the Business (a “Competitive Business”) so long as the aggregate revenues derived by the Competitive Business included in the Acquired Business during the four (4) most recently completed fiscal quarters for such Acquired Business prior to the date on which the definitive agreement for the acquisition of the Acquired Business is entered into do not exceed ten percent (10%) of the aggregate consolidated revenues of the Seller on a pro forma basis for such four fiscal quarters. 8.11.2. For a period of two years from and after the Closing Date, the Seller will not, directly or indirectly, whether recruit, offer employment, solicit, employ or engage as owner, partner, shareholder, consultant, agent, employee, co-venturer or otherwise, engage, participate, assist or invest in a consultant any Competing Business (as hereinafter defined); (ii) will refrain from directly or indirectly employing, attempting to employ, recruiting or otherwise soliciting, inducing or influencing Person who is an employee of any person Target Company to leave employment with the Corporations (other than terminations of employment of subordinate employees undertaken in the course employ of the Executive’s employment with the Bank)Target Companies; and (iii) will refrain from soliciting provided that general solicitations by newspaper or encouraging any customer other public media or supplier to terminate or otherwise modify adversely its business relationship with the Corporations. The Executive understands that the restrictions set forth in this Section 7(d) are intended to protect the Corporations’ interest in their Confidential Information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. If the Executive chooses non-directed third-party search firm shall not to be bound deemed “solicitations” prohibited by the provision of this Section 7(dforegoing; provided further that Seller may recruit, offer employment, solicit, employ or engage as a consultant any employees who are terminated by the Buyer (so long as Seller has not breached its obligations hereunder prior to such termination), then no severance shall be payable under Section 4(b). 8.11.3. For purposes a period of this Agreementtwo years from and after the Closing Date, the term “Competing Business” shall mean any financial institution with an office within a 50-mile radius of any office of the Corporations. Notwithstanding the foregoing, (1) the Executive may own up to one percent (1%) of the outstanding stock of a publicly held corporation which constitutes or is affiliated with a Competing Business, and (2) the provision of this Section 7(d) shall not apply if the Executive’s employment is terminated within two (2) years after a Change in Control of either the Bank or the Corporation. A “Change in Control” of either the Bank or the Corporation shall be deemed to occur upon the consummation of (i) any consolidation or merger of the Bank or the Corporation or other transaction where the shareholders of the Bank or the Corporation, immediately prior to the consolidation, merger or other transaction, would Buyer will not, immediately after the consolidation, merger or other transaction, beneficially own (as such term is defined in Rule 13d-3 of the Exchange Act of 1934, as amended), directly or indirectly, shares representing in recruit, offer employment, solicit, employ or engage as a consultant any Person who is an employee of Seller, Group or any of their Subsidiaries, to leave the aggregate more than 50 percent employ of Seller, Group or any of their Subsidiaries, as applicable; provided that general solicitations by newspaper or other public media or non-directed third-party search firm shall not be deemed “solicitations” prohibited by the foregoing; provided further that Buyer may recruit, offer employment, solicit, employ or engage as a consultant any employees who are terminated by the Seller, Group or any of their Subsidiaries (so long as Buyer has not breached its obligations hereunder prior to such termination). 8.11.4. If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 8.11 is invalid or unenforceable, the parties hereto agree that the court making the determination of invalidity or unenforceability will have the power to reduce the scope, duration, or area of the voting shares term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the entity issuing cash invalid or securities in unenforceable term or provision, and this Agreement will be enforceable as so modified after the consolidation, merger or other transaction, or (ii) any sale or other transfer (in one transaction or a series of transactions contemplated by or arranged by any party as a single plan) of all or substantially all expiration of the assets of time within which the Bank or Corporationjudgment may be appealed.

Noncompetition and Nonsolicitation. The Executive understands that the restrictions set forth in this subsection (e) are intended to protect the Company’s interest in its Confidential Information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. The Executive acknowledges and agrees that this subsection (e) was contained in the Former Employment Agreement, is reproduced herein without alteration, and remains in full effect. In the event applicable law deems that additional consideration is required for this subsection (e), the Executive and the Company agree that the Executive’s eligibility for additional equity and cash incentive compensation under this Agreement (as compared to the Former Employment Agreement) is, in each case and independent of the other, mutually agreed-upon, fair and reasonable consideration for this subsection (e) that is independent of the Executive’s employment with the Company. (i) During the Executive’s employment with the Bank Company and for 12 months thereafter, regardless of the period that reason for the Executive is entitled to receive severance under Section 4(btermination (the “Noncompete Restricted Period”), the Executive (i) will not, directly or indirectly, whether as owner, partner, shareholder, consultant, agent, employee, co-venturer or otherwise, engage, participate, assist or invest in any Competing Business (as hereinafter defined); . Notwithstanding this subsection 5(e)(i), the Executive shall not be subject to the restrictions of this subsubsection (iie)(i) will refrain from directly or indirectly employing, attempting to employ, recruiting or otherwise soliciting, inducing or influencing any person to leave employment with the Corporations (other than terminations of employment of subordinate employees undertaken in the course of after the Executive’s employment with the BankCompany ends (nor entitled to the Noncompetition Consideration set forth below) if the Company terminates the Executive’s employment without Noncompete Cause or lays the Executive off. For its part, the Company agrees to provide the Noncompetition Consideration to the Executive in exchange for the Executive’s post-employment obligations under this subsection (e)(i); provided that the Company may waive its rights under this subsection (e)(i) and (iii) will refrain from soliciting or encouraging any customer or supplier in such event, the Company shall not be obligated to terminate or otherwise modify adversely its business relationship with provide the CorporationsNoncompetition Consideration. The Executive understands acknowledges that this covenant is necessary because the restrictions set forth Company’s legitimate business interests cannot be adequately protected solely by the other covenants in this Section 7(d) are intended to protect the Corporations’ interest in their Confidential Information and established employee, customer and supplier relationships and goodwill, Agreement. The Executive further acknowledges and agrees that such restrictions are reasonable and appropriate for this purpose. If any payments the Executive chooses receives pursuant to this subsection (e)(i) shall reduce (and shall not be in addition to) any severance or separation pay that the Executive is otherwise entitled to be bound by receive from the provision of this Section 7(d)Company pursuant to an agreement, then no severance shall be payable under Section 4(b). For purposes of this Agreement, the term “Competing Business” shall mean any financial institution with an office within a 50-mile radius of any office of the Corporationsplan or otherwise. Notwithstanding the foregoing, (1) the Executive may own up to one two percent (12%) of the outstanding stock of a publicly held corporation which constitutes or is affiliated with a Competing Business, and (2) the provision of this Section 7(d) shall not apply if the Executive’s employment is terminated within two (2) years after a Change in Control of either the Bank or the Corporation. A “Change in Control” of either the Bank or the Corporation shall be deemed to occur upon the consummation of (i) any consolidation or merger of the Bank or the Corporation or other transaction where the shareholders of the Bank or the Corporation, immediately prior to the consolidation, merger or other transaction, would not, immediately after the consolidation, merger or other transaction, beneficially own (as such term is defined in Rule 13d-3 of the Exchange Act of 1934, as amended), directly or indirectly, shares representing in the aggregate more than 50 percent of the voting shares of the entity issuing cash or securities in the consolidation, merger or other transaction, or (ii) any sale or other transfer (in one transaction or a series of transactions contemplated by or arranged by any party as a single plan) of all or substantially all of the assets of the Bank or Corporation.Competing

Noncompetition and Nonsolicitation. During the Executive’s employment with the Bank term of this Agreement and for the period that the Executive is entitled to receive severance under Section 4(b)one (1) year thereafter, the Executive (i) will not, directly or indirectly, whether as owner, partner, shareholder, consultant, agent, employee, co-venturer or otherwise, engage, participate, assist or invest in any Competing Business (as hereinafter defineddefined below); (ii) will refrain from directly or indirectly employing, attempting to employ, recruiting or otherwise soliciting, inducing or influencing any person to leave employment with the Corporations Employer (other than terminations of employment of subordinate employees undertaken in the course of the Executive’s employment with the BankEmployer); and (iii) will refrain from soliciting or encouraging any customer or supplier to terminate or otherwise modify adversely its business relationship with the CorporationsEmployer. The Executive understands that the restrictions set forth in this Section 7(d8(d) are intended to protect the Corporations’ Employer’s interest in their its Confidential Information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. If the Executive chooses not to be bound by the provision of this Section 7(d), then no severance shall be payable under Section 4(b). For purposes of this Agreement, the term “Competing Business” shall mean a business conducted anywhere in any financial institution with an office within a 50-mile radius of any office jurisdiction where the Employer and/or its affiliates conduct such business as of the Corporationsdate Executive’s employment terminates, and shall be deemed to include, without limitation, any business activity or jurisdiction which is covered by or included in a written proposal or business plan existing on the date of the termination of the Executive’s employment with the Employer, which is competitive with any business which the Employer or any of its affiliates conducts or proposes to conduct at any time during the employment of the Executive. Notwithstanding the foregoing, (1i) the Executive may own up to one percent (1%) of the outstanding stock of a publicly held corporation which constitutes or is affiliated with a Competing Business, and (2ii) the provision of this Section 7(d) companies listed on Exhibit B hereto shall not apply if the Executive’s employment is terminated within two (2) years after a Change in Control of either the Bank or the Corporation. A “Change in Control” of either the Bank or the Corporation shall be deemed to occur upon the consummation of (i) any consolidation or merger of the Bank or the Corporation or other transaction where the shareholders of the Bank or the Corporation, immediately prior to the consolidation, merger or other transaction, would not, immediately after the consolidation, merger or other transaction, beneficially own (as such term is defined in Rule 13d-3 of the Exchange Act of 1934, as amended), directly or indirectly, shares representing in the aggregate more than 50 percent of the voting shares of the entity issuing cash or securities in the consolidation, merger or other transaction, or (ii) any sale or other transfer (in one transaction or be a series of transactions contemplated by or arranged by any party as a single plan) of all or substantially all of the assets of the Bank or CorporationCompeting Business.

Noncompetition and Nonsolicitation. (i) The Executive acknowledges and agrees that (A) the Executive was presented with this Agreement, including this Section 6, at least two weeks prior to the Executive’s first day of employment with the Company; (B) the Executive will have access to Company Confidential Information, trade secrets and customer goodwill during Executive’s employment with the Company; and (C) Executive would not be eligible for the equity rights, bonus compensation and other compensation and benefits hereunder absent the Executive’s agreement to this Section 6. During the Executive’s employment with the Bank Company and for 12 months thereafter, regardless of the period that reason for the Executive is entitled to receive severance under Section 4(btermination (the “Restricted Period”), the Executive (i) will shall not, directly or indirectly, whether as owner, partner, shareholder, consultant, agent, employee, co-venturer or otherwise, engage, participate, assist or invest in any Competing Business Business. For purposes hereof, the term “Competing Business” shall mean a business conducted anywhere in the United States that is competitive with any business that the Company or any of its affiliates conducts or proposes to conduct at any time during the employment of the Executive. Notwithstanding the foregoing, the Executive may own up to one percent (as hereinafter defined); 1%) of the outstanding stock of a publicly held corporation that constitutes or is affiliated with a Competing Business. The Executive acknowledges and agrees that the Company does business throughout the United States and that the Executive will have responsibilities and duties relative to the Company’s business activities throughout the United States. (ii) will During the Restricted Period, the Executive (A) shall refrain from directly or indirectly employing, attempting to employ, recruiting recruiting, or otherwise soliciting, inducing or influencing any person who currently is (or was in the last six (6) months) an employee of the Company, to leave employment with the Corporations Company (other than terminations of employment of subordinate employees undertaken in the course of the Executive’s employment with the BankCompany); , and (iiiB) will shall refrain from, directly or indirectly, soliciting, accepting business from soliciting or encouraging any customer customer, client or supplier of the Company to terminate or otherwise modify adversely its business relationship with the CorporationsCompany. (iii) The Restricted Period shall be extended for such number of days the Executive is in breach of this Section 6(d). The Executive understands that the restrictions set forth in this Section 7(d6(d) are intended to protect the Corporations’ Company’s interest in their its Confidential Information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. If the Executive chooses not to be bound by the provision of this Section 7(d), then no severance shall be payable under Section 4(b). For purposes of this Agreement, the term “Competing Business” shall mean any financial institution with an office within a 50-mile radius of any office of the Corporations. Notwithstanding the foregoing, (1) the Executive may own up to one percent (1%) of the outstanding stock of a publicly held corporation which constitutes or is affiliated with a Competing Business, and (2) the provision of this Section 7(d) shall not apply if the Executive’s employment is terminated within two (2) years after a Change in Control of either the Bank or the Corporation. A “Change in Control” of either the Bank or the Corporation shall be deemed to occur upon the consummation of (i) any consolidation or merger of the Bank or the Corporation or other transaction where the shareholders of the Bank or the Corporation, immediately prior to the consolidation, merger or other transaction, would not, immediately after the consolidation, merger or other transaction, beneficially own (as such term is defined in Rule 13d-3 of the Exchange Act of 1934, as amended), directly or indirectly, shares representing in the aggregate more than 50 percent of the voting shares of the entity issuing cash or securities in the consolidation, merger or other transaction, or (ii) any sale or other transfer (in one transaction or a series of transactions contemplated by or arranged by any party as a single plan) of all or substantially all of the assets of the Bank or Corporation.