Common use of Noncompetition Clause in Contracts

Noncompetition. Executive acknowledges that the development of personal contacts and relationships is an essential element of the Bank's business, that the Bank has invested considerable time and money in his development of such contacts and relationships, that the Bank could suffer irreparable harm if he were to leave employment and solicit the business of Bank's customers, and that it is reasonable to protect the Bank against competitive activities by Executive. Executive covenants and agrees, in recognition of the foregoing and in consideration of the mutual promises contained herein, that in the event of a voluntary termination of employment by Executive pursuant to Section 5(iii), or upon expiration of this Agreement as a result of Executive's election not to continue automatic annual renewals, Executive shall not accept employment in La Crosse, Dane or St. Croix counties with any Significant Competitor of the Bank for a period of eighteen (18) months following such termination. For purposes of this Agreement, the term Significant Competitor means any financial institution including, but not limited to, any commercial bank, savings bank, savings and loan association, credit union, or mortgage banking corporation which, at the time of termination of Executive's employment or during the period of this covenant not to compete, (i) maintains a home, branch or other office in any of said counties, or (ii) has originated within any of said counties $10,000,000 or more in residential mortgage loans during any consecutive twelve (12) month period within the thirty-six (36) months prior to Executive's termination and inclusive of the period covered by this covenant. Executive agrees that the non-competition provisions set forth herein are necessary for the protection of the Bank and are reasonably limited as to (i) the scope of activities affected, (ii) their duration and geographic scope, and (iii) their effect on Executive and the public. In the event Executive violates the non-competition provisions set forth herein, Bank shall be entitled, in addition to its other legal remedies, to enjoin the employment of Executive with any Significant Competitor for the period set forth herein. If Executive violates this covenant and the Bank brings legal action for injunctive or other relief, the Bank shall not, as a result of the 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 such relief is granted, but reduced by any period between commencement of the period and the date of the first violation. In addition to such other relief as may be awarded, if the Bank is the prevailing party it shall be entitled to reimbursement for all reasonable costs, including attorneys' fees, incurred in enforcing its rights hereunder.

Noncompetition. The Executive acknowledges that agrees that, during the development of personal contacts and relationships is an essential element of Restricted Period, the Bank's business, that the Bank has invested considerable time and money in his development of such contacts and relationships, that the Bank could suffer irreparable harm if he were to leave employment and solicit the business of Bank's customers, and that it is reasonable to protect the Bank against competitive activities by Executive. Executive covenants and agrees, in recognition of the foregoing and in consideration of the mutual promises contained herein, that in the event of a voluntary termination of employment by Executive pursuant to Section 5(iii), or upon expiration of this Agreement as a result of Executive's election not to continue automatic annual renewals, Executive shall not accept employment in La Crossebe employed by, Dane serve as a consultant to, or St. Croix counties with any Significant otherwise assist or directly or indirectly provide services to a Competitor of (as defined below) if (i) the Bank for a period of eighteen (18) months following such termination. For purposes of this Agreementservices that the Executive is to provide to the Competitor are the same as, the term Significant Competitor means any financial institution including, but not limited or substantially similar to, any commercial bankof the services that the Executive provided to the Company or the Affiliates, savings bank, savings and loan association, credit union, such services are to be provided with respect to any location in which the Company or mortgage banking corporation which, at the time of termination of Executive's employment or an Affiliate had material operations during the period of this covenant not to compete, (i) maintains a home, branch or other office in any of said counties, or (ii) has originated within any of said counties $10,000,000 or more in residential mortgage loans during any consecutive twelve (12) month period within the thirty-six (36) months prior to Executive's termination and inclusive of the Termination Date, or with respect to any location in which the Company or an Affiliate had devoted material resources to establishing operations during the twelve (12) month period covered by this covenant. Executive agrees that prior to the non-competition provisions set forth herein are necessary for the protection of the Bank and are reasonably limited as to (i) the scope of activities affected, Termination Date; or (ii) their duration and geographic scopethe trade secrets, and Confidential Information, or proprietary information (iiiincluding, without limitation, confidential or proprietary methods) their effect on Executive of the Company and the publicAffiliates to which the Executive had access could reasonably be expected to benefit the Competitor if the Competitor were to obtain access to such secrets or information. In the event Executive violates the non-competition provisions set forth hereinFor purposes of this paragraph, Bank shall be entitled, in addition to its other legal remedies, to enjoin the employment of Executive with any Significant Competitor for the period set forth herein. If Executive violates this covenant and the Bank brings legal action for injunctive or other relief, the Bank shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the full period of the restrictive covenant. Accordingly, the covenant services provided by others shall be deemed to have been provided by the duration specified hereinExecutive to Competitor if the Executive had material supervisory responsibilities with respect to the provision of such services. The term “Competitor” means any enterprise (including a person, computed from firm, business, division, or other unit, whether or not incorporated) during any period in which a material portion of its business is (and during any period in which it intends to enter into business activities that would be) materially competitive in any way with any business in which the date Company or any of the Affiliates were engaged during the twelve (12) month period prior to the Executive’s Termination Date (including, without limitation, any business if the Company devoted material resources to entering in such relief is grantedbusiness during such twelve (12) month period), but reduced for purposes of clause (c) above, the term “Competitor “ shall be limited to those businesses to which the Executive devoted more than an insignificant amount of time while employed by the Company. Notwithstanding the foregoing, the term “Competitor” shall not include a business of a Competitor if such business would not, as a stand-alone enterprise, constitute a “Competitor” under the foregoing definition, provided that Executive does not render any period between commencement services to, or otherwise assist the portion of the period business that competes with the Company and its Affiliates. For the avoidance of doubt, the Company’s and Affiliates’ businesses shall include, without limitation, the lines of business set forth in the Company’s annual report on Form 10-K, provided that nothing in this sentence shall be construed to limit the type of business of the Company and the date of Affiliates or the first violation. In addition restrictions with respect to such other relief businesses in the future. Any payments owed to Executive at time of separation as may be awarded, if the Bank is the prevailing party it described herein shall be entitled to reimbursement for all reasonable costs, including attorneys' fees, incurred in enforcing its rights hereundercontingent upon Executive’s compliance with the post-employment noncompetition provisions.

Noncompetition. Executive acknowledges that the development of personal contacts and relationships is an essential element of the Bank's business, that the Bank has invested considerable time and money in his development of such contacts and relationships, that the Bank could suffer irreparable harm if he were to leave employment and solicit the business of Bank's customers, and that it is reasonable to protect the Bank against competitive activities by Executive. Executive covenants and agrees, in recognition of the foregoing and in consideration of the mutual promises contained herein, that in the event of a voluntary termination of employment by Executive pursuant to Section 5(iii), or upon expiration of this Agreement as a result of Executive's election not to continue automatic annual renewals, Executive shall not accept employment in La Crosse, Dane or St. Croix counties with any Significant Competitor of the Bank for a period of eighteen (18) months following such terminationtermination in any county in which the Bank both (i) has deposits of $50,000,000 or more, and (ii) has originated mortgage loans of $100,000,000 or more during any consecutive twelve (12) month period within the past twenty-four (24) months. For purposes of this Agreement, the term Significant Competitor means any financial institution including, but not limited to, any commercial bank, savings bank, savings and loan association, credit union, or mortgage banking corporation which, at the time of termination of Executive's employment or during the period of this covenant not to compete, (i) maintains a home, branch or other office in any of said counties, or (ii) has originated within any of said counties $10,000,000 or more in residential mortgage loans during any consecutive twelve (12) month period within the thirty-six (36) months prior to Executive's termination and inclusive of the period covered by this covenantcorporation. Executive agrees that the non-competition provisions set forth herein are necessary for the protection of the Bank and are reasonably limited as to (i) the scope of activities affected, (ii) their duration and geographic scope, and (iii) their effect on Executive and the public. In the event Executive violates the non-competition provisions set forth herein, Bank shall be entitled, in addition to its other legal remedies, to enjoin the employment of Executive with any Significant Competitor for the period set forth herein. If Executive violates this covenant and the Bank brings legal action for injunctive or other relief, the Bank shall not, as a result of the 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 such relief is granted, but reduced by any period between commencement of the period and the date of the first violation. In addition to such other relief as may be awarded, if the Bank is the prevailing party it shall be entitled to reimbursement for all reasonable costs, including attorneys' fees, incurred in enforcing its rights hereunder.

Noncompetition. (a) The Executive acknowledges that agrees that, during the development of personal contacts Executive’s employment with the Company and relationships is an essential element of the Bank's business, that the Bank has invested considerable time and money in his development of such contacts and relationships, that the Bank could suffer irreparable harm if he were to leave employment and solicit the business of Bank's customers, and that it is reasonable to protect the Bank against competitive activities by Executive. Executive covenants and agrees, in recognition of the foregoing and in consideration of the mutual promises contained herein, that in the event of a voluntary termination of employment by Executive pursuant to Section 5(iii), or upon expiration of this Agreement as a result of Executive's election not to continue automatic annual renewals, Executive shall not accept employment in La Crosse, Dane or St. Croix counties with any Significant Competitor of the Bank for a period of eighteen twelve (1812) months following the termination of such termination. For purposes employment, whether termination is by the Executive or the Company, and regardless of this Agreementthe reasons therefor, the term Significant Competitor means Executive shall not serve as an employee, agent, partner, shareholder, owner, investor, director, consultant, or other service provider for, or participate, engage, prepare to engage, or have any financial institution or other interest (whether directly or indirectly, and whether alone or together or in concert with any other Person(s)), in the business of or any activity relating to competitive gaming (including, but not limited towithout limitation, casino operation and horseracing) (any commercial banksuch business or activity, savings banka “Competitive Business”), savings and loan associationin any case, credit unionin any location where the Company or any of its Subsidiaries or affiliates is engaged in at the time of the Executive’s applicable action or activity (or, or mortgage banking corporation whichif earlier, at the time of the termination of the Executive's ’s employment or during with the period Company and its Subsidiaries); provided, however, that notwithstanding anything to the contrary contained in this Agreement, the Executive may own up to five percent (5%) of the outstanding shares of the capital stock of a company whose securities are registered under Section 12 of the Exchange Act. (b) The Executive further acknowledges and agrees that, in the event of the termination of his employment with the Company, the Executive’s experience and capabilities are such that the Executive can obtain employment in business activities which do not compete with the Company, and that the enforcement of this covenant Agreement by way of injunction shall not to compete, (i) maintains prevent the Executive from earning a home, branch or other office in any of said counties, or (ii) has originated within any of said counties $10,000,000 or more in residential mortgage loans during any consecutive twelve (12) month period within the thirty-six (36) months prior to Executive's termination reasonable livelihood. The Executive further acknowledges and inclusive of the period covered by this covenant. Executive agrees that the non-competition provisions set forth covenants contained herein are necessary for the protection of the Bank Company’s legitimate business interests and are reasonably limited as reasonable in scope and duration. (c) The Executive further acknowledges and agrees that the noncompetition provision does not restrict the Executive’s ability to provide a service to a former customer or client if each of the following are true: (i) the scope of activities affected, Executive did not solicit the former customer or client; (ii) their duration the customer or client voluntarily left and geographic scope, sought the Executive’s services; and (iii) their effect the Executive has otherwise complied with the noncompetition’s provisions regarding time, geographic area, and scope of restrained activity, other than any limitation on Executive and providing services to a former customer or client who seeks the public. In the event Executive violates the non-competition provisions set forth herein, Bank shall be entitled, in addition to its other legal remedies, to enjoin the employment of Executive with any Significant Competitor for the period set forth herein. If Executive violates this covenant and the Bank brings legal action for injunctive or other relief, the Bank shall not, as a result services of the time involved in obtaining such relief, be deprived of Executive without any contact instigated by the benefit of the full period of the restrictive covenant. Accordingly, the covenant shall be deemed to have the duration specified herein, computed from the date such relief is granted, but reduced by any period between commencement of the period and the date of the first violation. In addition to such other relief as may be awarded, if the Bank is the prevailing party it shall be entitled to reimbursement for all reasonable costs, including attorneys' fees, incurred in enforcing its rights hereunderExecutive.

Noncompetition. Executive acknowledges (a) The Stockholder agrees that for the development of personal contacts and relationships is an essential element period of the BankStockholder's businessemployment following the Closing with J&J, that or any subsidiary thereof, and for two (2) years following the Bank has invested considerable time and money in his development termination of such contacts and relationships, that the Bank could suffer irreparable harm if he were to leave employment and solicit the business of Bank's customers, and that it is reasonable to protect the Bank against competitive activities by Executive. Executive covenants and agrees, in recognition (regardless of the foregoing and in consideration of circumstances under which such employment is terminated) (such period, the mutual promises contained herein, that in the event of a voluntary termination of employment by Executive pursuant to Section 5(iii"Noncompetition Period"), or upon expiration of this Agreement the Stockholder will not have any Relationship (as a result of Executive's election not to continue automatic annual renewals, Executive shall not accept employment in La Crosse, Dane or St. Croix counties defined below) with any Significant Competitor of the Bank for a period of eighteen (18) months following such termination. For purposes of this Agreemententity, the term Significant Competitor means any financial institution including, including but not limited toto any corporation, any commercial bankpartnership, savings banklimited liability company, savings sole proprietorship or unincorporated business (whether or not for profit) (such entity, a "Business") in the course of which Relationship the Stockholder engages in or assists such Business with respect to the ophthalmic spectacle lens business (which business shall not include lens analyzing equipment) ("Lens Products and loan associationServices"). (b) In the event that the Company terminates the Stockholder's employment without Cause (as defined below), credit union, the Company shall (x) continue to pay such Stockholder through the end of the Noncompetition Period (payable in accordance with the regular payroll practices of the Company) an annual amount equal to the salary that the Stockholder was receiving immediately prior to such termination and (y) continue to provide all benefits generally available under employee benefit plans or mortgage banking corporation which, the practices and policies of the Company at the time of such termination (other than stock option or similar plans), determined in accordance with the provisions of Executive's employment or during the period of this covenant not to competesuch plans, practices and policies. "Cause" shall mean (i) maintains a homeStockholder's conviction of, branch or other office in any of said countiesguilty plea to, or (ii) has originated within any confession of said counties $10,000,000 or more in residential mortgage loans during any consecutive twelve (12) month period within the thirty-six (36) months prior to Executive's termination and inclusive of the period covered by this covenant. Executive agrees that the non-competition provisions set forth herein are necessary for the protection of the Bank and are reasonably limited as to (i) the scope of activities affectedguilt of, a felony, (ii) their duration and geographic scopedishonest or illegal conduct or misconduct or malfeasance by the Stockholder in the performance of services for or on behalf of the Company, and or other conduct detrimental to the business, operations or reputation of the Company, regardless of whether such conduct is within the scope of Stockholder's duty, (iii) their effect on Executive failure by the Stockholder to perform his duties, as assigned to him by the President from time to time, provided that such duties are not inconsistent with the Stockholder's current duties, or 2 (iv) violation by the Stockholder of the covenants set forth in this Agreement; provided, however, that "Cause" shall, in no circumstances mean the failure by the Stockholder to relocate in the event the Company relocates its place of business and the public. In the event Executive violates the non-competition provisions set forth herein, Bank shall be entitled, in addition Stockholder is unable to its other legal remedies, to enjoin the employment of Executive with any Significant Competitor for the period set forth herein. If Executive violates this covenant and the Bank brings legal action for injunctive or other relief, the Bank shall not, as a result of the 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 such relief is granted, but reduced by any period between commencement of the period and the date of the first violation. In addition to such other relief as may be awarded, if the Bank is the prevailing party it shall be entitled to reimbursement for all reasonable costs, including attorneys' fees, incurred in enforcing its rights hereunderperform his duties without so relocating.

Noncompetition. Executive acknowledges that During the development of personal contacts and relationships is an essential element term of the Bank's business, that the Bank has invested considerable time and money in his development of such contacts and relationships, that the Bank could suffer irreparable harm if he were to leave Executive’s employment and solicit the business of Bank's customers, and that it is reasonable to protect the Bank against competitive activities by Executive. Executive covenants and agrees, in recognition of the foregoing and in consideration of the mutual promises contained herein, that in the event of a voluntary termination of employment by Executive pursuant to Section 5(iii), or upon expiration of this Agreement as a result of Executive's election not to continue automatic annual renewals, Executive shall not accept employment in La Crosse, Dane or St. Croix counties with any Significant Competitor of the Bank for a period of eighteen (18) 12 months following such termination. For purposes the termination of this Agreementhis employment for any reason other than a Termination Without Cause, the term Significant Competitor means any financial institution includingExecutive shall not, but not limited todirectly or indirectly, any commercial bankwhether as an employee, savings bankconsultant, savings and loan associationpartner, credit unionprincipal, agent, distributor, representative, stockholder (except as a less than one percent stockholder of a publicly traded company or a less than five percent stockholder of a privately held company) or otherwise, engage, within the United States, Bermuda, or mortgage banking corporation the Cayman Islands, if such activities involve insurance or reinsurance of United States based entities or risks that are competitive with the financial guaranty insurance business then being conducted by the Company and which, at the time of termination of Executive's employment or during the period of this covenant not to compete, (i) maintains a home, branch or other office in any of said counties, or (ii) has originated within any of said counties $10,000,000 or more in residential mortgage loans during any consecutive twelve (12) month period within the thirty-six (36) months prior to Executive's termination and inclusive of the period covered by this covenantthe Executive’s employment, were conducted by the Company, by the Company. For as long as the above described restrictions on competition apply, the Executive agrees that the non-competition provisions set forth herein are necessary for the protection shall not hire any employee or former employee of the Bank and are reasonably limited as Company or any present or former affiliate company of the Company nor encourage any employee of the Company to leave the employ of the Company. This section will not be in effect after the Executive’s termination of employment, subject to the following: (i) The Company may, at its option, by notice to the scope Executive provided to the Executive not later than 10 days after the termination of activities affectedemployment, agree to continue to pay the Executive’s base salary for the period that ends at the earlier of (A) the one year anniversary of the Executive’s termination or resignation from employment for any reason or (B) the last date on which amounts could be paid and satisfy the short-term deferral exception to treatment of such payments as Deferred Compensation (as provided in Treas. Reg. §1.409A-1(b)(4)), and the restrictions of this Section shall remain in effect during the period as to which those payments are made. The Company’s election to make the payments under this paragraph (i) shall apply to not less than the entire period set forth in the preceding sentence, except with the consent of the Executive. (ii) their duration and geographic scopeIf the Company elects to make payments in accordance with paragraph (i) above, and (iii) their effect such period ends earlier than one-year anniversary of the date of termination, then the Company may, by notice to the Executive during the first 15 days of the taxable year following the taxable year in which the Executive’s termination of employment occurs, elect to continue to make such payments for the remainder of the period ending on Executive the one-year anniversary of the termination date, and the publicrestrictions of this Section shall remain in effect during the remainder of such one-year period. In The Company’s election to make the event Executive violates payments under this paragraph (ii) shall apply to not less than the non-competition provisions set forth herein, Bank shall be entitled, in addition to its other legal remedies, to enjoin the employment of Executive with any Significant Competitor for the entire period set forth herein. If Executive violates this covenant and in the Bank brings legal action for injunctive or other reliefpreceding sentence, except with the Bank shall not, as a result consent of the 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 such relief is granted, but reduced by any period between commencement of the period and the date of the first violation. In addition to such other relief as may be awarded, if the Bank is the prevailing party it shall be entitled to reimbursement for all reasonable costs, including attorneys' fees, incurred in enforcing its rights hereunderExecutive.

Noncompetition. (a) All payments and benefits to Executive under this Agreement shall be subject to Executive's compliance with Sections 12(b), 12(c) and 12(d). (b) Executive shall, upon reasonable notice, furnish such information and assistance to the Bank as may reasonably be required by the Bank in connection with any litigation in which it or any of its subsidiaries or affiliates is, or may become, a party other than litigation in which Executive or his family is a party; provided that such information and assistance does not materially interfere with the Executive's subsequent employment or self-employment. (c) Executive recognizes and acknowledges that the development knowledge of personal contacts the business activities and relationships plans for business activities of the Bank and affiliates thereof, as it may exist from time to time, is an essential element a valuable, special and unique asset of the business of the Bank's business. Executive will not, that during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities of the Bank has invested considerable time and money in his development or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to the Office of such contacts and relationshipsthe Comptroller of the Currency ("OCC"), that the Federal Deposit Insurance Corporation ("FDIC"), or other bank regulatory agency with jurisdiction over the Bank could suffer irreparable harm if he were to leave employment or Executive). Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and solicit exclusively derived from the business plans and activities of the Bank's customers, and that it is reasonable to protect Executive may disclose any information regarding the Bank against competitive activities by Executivewhich is otherwise publicly available or which Executive is otherwise legally required to disclose. Executive covenants and agrees, in recognition of the foregoing and in consideration of the mutual promises contained herein, that in In the event of a voluntary breach or threatened breach by Executive of the provisions of this Section 12, the Bank will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof, or from rendering any services to any person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Bank from pursuing any other remedies available to the Bank for such breach or threatened breach, including the recovery of damages from Executive. (d) Subject to Section 12(e), upon any termination of Executive's employment by Executive hereunder pursuant to Section 5(iii), 6 or upon expiration 7 of this Agreement as a result of Executive's election Agreement, Executive agrees not to continue automatic annual renewals, Executive shall not accept employment in La Crosse, Dane or St. Croix counties compete with any Significant Competitor of the Bank for a period of eighteen one (181) months year following such termination. For purposes of this Agreement, the term Significant Competitor means any financial institution including, but not limited to, any commercial bank, savings bank, savings and loan association, credit union, or mortgage banking corporation which, at the time of termination of Executive's employment or during the period of this covenant not to compete, (i) maintains a home, branch or other office in any of said countiescity, town or (ii) county in which the Company or the Bank has originated within any of said counties $10,000,000 an office or more in residential mortgage loans during any consecutive twelve (12) month period within the thirty-six (36) months prior has filed an application for regulatory approval to Executive's termination and inclusive establish an office, determined as of the period covered effective date of such termination, except as agreed to pursuant to a resolution duly adopted by this covenantthe Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the non-competition provisions set forth herein are necessary for the protection depository, lending or other business activities of the Bank Bank. The parties hereto, recognizing that irreparable injury will result to the Bank, its business and are reasonably limited as to (i) the scope of activities affected, (ii) their duration and geographic scope, and (iii) their effect on Executive and the public. In property in the event Executive violates of Executive's breach of this Section 12, agree that in the non-competition provisions set forth hereinevent of any such breach by the Executive, the Bank shall will be entitled, in addition to its any other legal remediesremedies and damages available, to enjoin an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank, and that the enforcement of a remedy by way of injunction will not prevent Executive with any Significant Competitor for the period set forth hereinfrom earning a livelihood. If Executive violates this covenant and Nothing herein will be construed as prohibiting the Bank brings legal action from pursuing any other remedies available to it for injunctive such breach or threatened breach, including the recovery of damages from Executive. (e) Notwithstanding any other reliefprovision of this Agreement, the Bank parties understand, acknowledge and agree that the provisions of Section 12(d) shall not, as a result not apply in the event of the time involved in obtaining such relief, be deprived Executive's termination of the benefit of the full period of the restrictive covenant. Accordingly, the covenant shall be deemed to have the duration specified herein, computed from the date such relief employment if: (i) Executive is granted, but reduced by any period between commencement of the period and the date of the first violation. In addition to such other relief as may be awarded, if the Bank is the prevailing party it shall be not entitled to reimbursement receive severance benefits under any circumstances or determines within ninety (90) days of such termination to waive any such severance payments (and repays any severance benefits he has already received), except in the case of termination for all reasonable costs, including attorneys' fees, incurred Just Cause; (ii) such termination follows a Change in enforcing its rights hereunderControl; (iii) such termination constitutes an involuntary termination not for Just Cause; or (iv) such termination constitutes a resignation for Good Reason.

Noncompetition. Executive and Employer recognize that Executive's duties under this Agreement will entail the receipt of trade secrets and confidential information, which include not only information concerning Employer's current operations, procedures, suppliers and other contacts, but also its short-range and long-range plans, and that such trade secrets and confidential information may have been developed by Employer and its Affiliates at substantial cost and constitute valuable and unique property of Employer. Accordingly, Executive acknowledges that the development of personal contacts and relationships is an essential element of the Bank's business, that the Bank has invested considerable time and money in his development of such contacts and relationships, that the Bank could suffer irreparable harm if he were to leave employment and solicit the business of Bank's customers, and that foregoing makes it is reasonable to protect the Bank against competitive activities by Executive. Executive covenants and agrees, in recognition of the foregoing and in consideration of the mutual promises contained herein, that in the event of a voluntary termination of employment by Executive pursuant to Section 5(iii), or upon expiration of this Agreement as a result of Executive's election not to continue automatic annual renewals, Executive shall not accept employment in La Crosse, Dane or St. Croix counties with any Significant Competitor of the Bank for a period of eighteen (18) months following such termination. For purposes of this Agreement, the term Significant Competitor means any financial institution including, but not limited to, any commercial bank, savings bank, savings and loan association, credit union, or mortgage banking corporation which, at the time of termination of Executive's employment or during the period of this covenant not to compete, (i) maintains a home, branch or other office in any of said counties, or (ii) has originated within any of said counties $10,000,000 or more in residential mortgage loans during any consecutive twelve (12) month period within the thirty-six (36) months prior to Executive's termination and inclusive of the period covered by this covenant. Executive agrees that the non-competition provisions set forth herein are reasonably necessary for the protection of Employer's business interests that Executive not compete with Employer or any of its Affiliates during the Bank term of this Agreement and are reasonably for a reasonable and limited period thereafter. Therefore, during the term of this Agreement and for one year after termination of the Agreement, Executive shall not have any investment in a Competing Business other than a de minimis investment and shall not render personal services to any such Competing Business in any manner, including, without limitation, as owner, partner, director, trustee, officer, employee, consultant or advisor thereof; PROVIDED, HOWEVER, that this Section 3.3 shall not apply if Executive terminates his employment for Good Reason or Employer terminates Executive other than for Cause. For purposes of the preceding sentence, a de minimis investment is ownership of less than 1/2 of 1% of the outstanding stock or debt of any Competing Business. Notwithstanding Section 2.7 above, if Executive shall breach the covenants contained in this Section 3.3 or in Section 3.2, Employer shall have no further obligations to (i) the scope of activities affected, (ii) their duration Executive pursuant to this Agreement and geographic scope, and (iii) their effect on may recover from Executive and the publicall such damages as it may be entitled to at law or in equity. In the event addition, Executive violates the non-competition provisions set forth herein, Bank shall acknowledges that any such breach is likely to result in immediate and irreparable harm to Employer for which money damages are likely to be entitled, in addition to its other legal remedies, to enjoin the employment of Executive with any Significant Competitor for the period set forth herein. If Executive violates this covenant and the Bank brings legal action for injunctive or other relief, the Bank shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the full period of the restrictive covenantinadequate. Accordingly, the covenant shall be deemed Executive consents to have the duration specified hereininjunctive and other appropriate equitable relief that Employer may seek to protect Employer's rights under this Agreement. Such relief may include, computed without limitation, an injunction to prevent Executive from the date disclosing any trade secrets or confidential information concerning Employer to any Entity, to prevent any Entity from receiving from Executive or using any such relief is granted, but reduced by trade secrets or confidential information and/or to prevent any period between commencement Entity from retaining or seeking to retain any other employees of the period and the date of the first violation. In addition to such other relief as may be awarded, if the Bank is the prevailing party it shall be entitled to reimbursement for all reasonable costs, including attorneys' fees, incurred in enforcing its rights hereunderEmployer.

Noncompetition. Executive and Employer recognize that Executive's duties under this Agreement will entail the receipt of trade secrets and confidential information, which include not only information concerning Employer's current operations, procedures, suppliers and other contacts, but also its short-range and long-range plans, and that such trade secrets and confidential information may have been developed by Employer and its Affiliates at substantial cost and constitute valuable and unique property of Employer. Accordingly, Executive acknowledges that the development of personal contacts and relationships is an essential element of the Bank's business, that the Bank has invested considerable time and money in his development of such contacts and relationships, that the Bank could suffer irreparable harm if he were to leave employment and solicit the business of Bank's customers, and that foregoing makes it is reasonable to protect the Bank against competitive activities by Executive. Executive covenants and agrees, in recognition of the foregoing and in consideration of the mutual promises contained herein, that in the event of a voluntary termination of employment by Executive pursuant to Section 5(iii), or upon expiration of this Agreement as a result of Executive's election not to continue automatic annual renewals, Executive shall not accept employment in La Crosse, Dane or St. Croix counties with any Significant Competitor of the Bank for a period of eighteen (18) months following such termination. For purposes of this Agreement, the term Significant Competitor means any financial institution including, but not limited to, any commercial bank, savings bank, savings and loan association, credit union, or mortgage banking corporation which, at the time of termination of Executive's employment or during the period of this covenant not to compete, (i) maintains a home, branch or other office in any of said counties, or (ii) has originated within any of said counties $10,000,000 or more in residential mortgage loans during any consecutive twelve (12) month period within the thirty-six (36) months prior to Executive's termination and inclusive of the period covered by this covenant. Executive agrees that the non-competition provisions set forth herein are reasonably necessary for the protection of Employer's business interests that Executive not compete with Employer or any of its Affiliates during the Bank term of this Agreement and are reasonably for a reasonable and limited period thereafter. Therefore, during the term of this Agreement and for one year after termination of the Agreement, Executive shall not have any investment in a Competing Business other than a de minimus investment and shall not render personal services to any such Competing Business in any manner, including, without limitation, as owner, partner, director, trustee, officer, employee, consultant or advisor thereof; PROVIDED, HOWEVER, that this Section 3.3 shall not apply if Executive terminates his employment for Good Reason or Employer terminates Executive other than for Cause. For purposes of the preceding sentence, a de minimus investment is ownership of less than 1/2 of 1% of the outstanding stock or debt of any Competing Business. Notwithstanding Section 2.7 above, if Executive shall breach the covenants contained in this Section 3.3 or in Section 3.2, Employer shall have no further obligations to (i) the scope of activities affected, (ii) their duration Executive pursuant to this Agreement and geographic scope, and (iii) their effect on may recover from Executive and the publicall such damages as it may be entitled to at law or in equity. In the event addition, Executive violates the non-competition provisions set forth herein, Bank shall acknowledges that any such breach is likely to result in immediate and irreparable harm to Employer for which money damages are likely to be entitled, in addition to its other legal remedies, to enjoin the employment of Executive with any Significant Competitor for the period set forth herein. If Executive violates this covenant and the Bank brings legal action for injunctive or other relief, the Bank shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the full period of the restrictive covenantinadequate. Accordingly, the covenant shall be deemed Executive consents to have the duration specified hereininjunctive and other appropriate equitable relief that Employer may seek to protect Employer's rights under this Agreement. Such relief may include, computed without limitation, an injunction to prevent Executive from the date disclosing any trade secrets or confidential information concerning Employer to any Entity, to prevent any Entity from receiving from Executive or using any such relief is granted, but reduced by trade secrets or confidential information and/or to prevent any period between commencement Entity from retaining or seeking to retain any other employees of the period and the date of the first violation. In addition to such other relief as may be awarded, if the Bank is the prevailing party it shall be entitled to reimbursement for all reasonable costs, including attorneys' fees, incurred in enforcing its rights hereunderEmployer.

Noncompetition. (a) In consideration for the Company’s providing the Executive acknowledges that with Confidential Information during the development of personal contacts Employment Period and relationships is an essential element of the Bank's business, that the Bank has invested considerable time and money in his development of such contacts and relationships, that the Bank could suffer irreparable harm if he were to leave employment and solicit the business of Bank's customers, and that it is reasonable to protect the Bank against competitive activities other benefits provided by Executive. Executive covenants and agrees, in recognition of the foregoing and in consideration of the mutual promises contained herein, that in the event of a voluntary termination of employment by Executive pursuant to Section 5(iii), or upon expiration of this Agreement as a result of Executive's election not to continue automatic annual renewals, Executive shall not accept employment in La Crosse, Dane or St. Croix counties with any Significant Competitor of the Bank for a period of eighteen (18) months following such termination. For purposes of this Agreement, the term Significant Competitor means any financial institution including, but not limited to, any commercial bank, savings bank, savings and loan association, credit union, or mortgage banking corporation which, at the time of termination of Executive's employment or during the period of this covenant not to compete, (i) maintains a home, branch or other office in any of said counties, or (ii) has originated within any of said counties $10,000,000 or more in residential mortgage loans during any consecutive twelve (12) month period within the thirty-six (36) months prior to Executive's termination and inclusive of the period covered by this covenant. Executive agrees that while employed by the nonCompany and for the Restricted Period (as defined below), the Executive shall not, unless the Executive receives the prior written consent of the Board, own an interest in, manage, operate, join, control, lend money or render financial or other assistance to or participate in or be connected with, as an officer, employee, partner, stockholder, consultant or otherwise, any person that competes with the Company or the MLP and its affiliates in Restricted Business (as such term is defined in the Omnibus Agreement, dated the date hereof, among the Company, the MLP, the Heritage Group and the other parties named therein); provided, however, that following any termination of employment the foregoing restriction shall apply only to those areas where the Company and the MLP and its affiliates are actually doing business on the date of such termination of employment. The Restricted Period shall be the one-competition year period following the termination of the Executive’s employment. (b) The Executive has carefully read and considered the provisions of this Section 12 and, having done so, agrees that the restrictions set forth herein in this Section 12 (including the Restricted Period, scope of activity to be restrained and the geographical scope) are necessary fair and reasonable and are reasonably required for the protection of the Bank interests of the Company, its officers, directors, employees, creditors and are reasonably limited as shareholders. The Executive understands that the restrictions contained in this Section 12 may limit his ability to engage in a business similar to the Company’s or the MLP’s business, but acknowledges that he will receive sufficiently high remuneration and other benefits from the Company hereunder to justify such restrictions. (ic) It is specifically agreed that the scope Restricted Period following termination of activities affectedemployment, during which the agreements and covenants of the Executive made in Sections 11 and 12 shall be effective, shall be computed by excluding from such computation any time which the Executive is in violation of the provisions of such Sections. (iid) their duration and geographic scope, and (iii) their effect on Executive and the public. In the event Executive violates that any provision of this Section 12 relating to the non-competition provisions set forth herein, Bank Restricted Period and/or the areas of restriction shall be entitled, in addition declared by a court of competent jurisdiction to its other legal remedies, to enjoin exceed the employment of Executive with any Significant Competitor for the maximum time period set forth herein. If Executive violates this covenant or areas such court deems reasonable and the Bank brings legal action for injunctive or other reliefenforceable, the Bank Restricted Period and/or areas of restriction deemed reasonable and enforceable by the court shall not, as a result of become and thereafter be the maximum 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 such relief is granted, but reduced by any period between commencement of the period and the date of the first violation. In addition to such other relief as may be awarded, if the Bank is the prevailing party it shall be entitled to reimbursement for all reasonable costs, including attorneys' fees, incurred in enforcing its rights hereunderand/or areas.

Noncompetition. Executive acknowledges that the development of personal contacts and relationships is an essential element of the Bank's business, that the Bank has invested considerable time and money in his development of such contacts and relationships, that the Bank could suffer irreparable harm if he were to leave employment and solicit the business of Bank's customers, and that it is reasonable to protect the Bank against competitive activities by Executive. Executive covenants and agrees, in recognition of the foregoing and in consideration of the mutual promises contained herein, that in the event of a voluntary termination of employment by Executive pursuant to Section 5(iii), or upon expiration of this Agreement as a result of Executive's election not to continue automatic annual renewals, Executive shall not accept employment in La Crosse, Dane or St. Croix counties with any Significant Competitor of the Bank for a period of eighteen (18) months following such termination. For purposes of this Agreement, the term Significant Competitor means any financial institution including, but not limited to, any commercial bank, savings bank, savings and loan association, credit union, or mortgage banking corporation which, at the time of termination of Executive's employment or during the period of this covenant not to compete, (i) maintains Executive agrees that when employed with the Employer during the Employment Period and for any further period in which Executive is employed with the Employer and for three months after Executive is no longer employed by the Employer for any reason (the “Noncompete Period”), except as set forth in Section 5(a)(ii), Executive will not directly or indirectly, as a homeprincipal, branch agent, employee, employer, investor, director, consultant, co-partner or other office in any of said countiesother individual or representative capacity whatsoever engage in a Competitive Business anywhere in the Market Area (as such terms are defined below) by (i) owning, managing or controlling a Competitive Business, or (ii) has originated within performing competitive duties that are the same as or substantially similar to those which Executive performed on behalf of the Employer or any of said counties $10,000,000 its Affiliates during the last 24 months of Executive’s employment by the Employer for or on behalf of any Person engaged in a Competitive Business. Notwithstanding the foregoing, Executive may purchase or otherwise acquire up to (but not more than) 1% of any class of securities of any business enterprise (but without otherwise participating in residential mortgage loans during the activities of such enterprise) that engages in a Competitive Business in the Market Area and whose securities are listed on any consecutive twelve (12) month period within the thirty-six (36) months prior to Executive's termination and inclusive national securities exchange or have been registered under Section 12 of the period covered by this covenant. Executive agrees that the non-competition provisions set forth herein are necessary for the protection of the Bank and are reasonably limited as to (i) the scope of activities affected, Exchange Act. (ii) their duration If the Employer terminates Executive for Cause, the covenants of Section 5(a)(i) shall not apply unless the Employer (A) provides written notice to Executive, within 15 days after Executive’s termination date, that such covenants shall apply for a period specified in the notice, which period shall not exceed 12 months following Executive’s termination date (the period specified, the “Applicable Period”) and geographic scope(B) agrees to continue to pay the monthly Base Salary on regular payroll dates through the end of the Applicable Period. Payment of the monthly Base Salary will cease, however, in the event the Employer determines that Executive has breached the covenants set forth in Section 5 during the Applicable Period and files an action to enforce the covenants or gives Executive a notice that a claim is being initiated under Section 6 of this Agreement. Further, in such a proceeding, the Employer shall seek, and (iii) their effect on Executive and the public. In the event Executive violates the non-competition provisions set forth herein, Bank shall be entitledliable to return to the Employer, in addition any payments made to its other legal remedies, Executive under this Section 5(a)(ii) dating back to enjoin the employment of Executive with any Significant Competitor for the period set forth herein. If Executive violates this covenant and the Bank brings legal action for injunctive or other relief, the Bank shall not, as a result of the 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 such relief is granted, but reduced by any period between commencement of the period and the date of the first violationoriginal breach. In addition For clarity, the covenants of Section 5(a) shall continue to such other relief as may be awarded, if apply during the Bank is remainder of the prevailing party it Applicable Period (and the covenants of Section 5(b) and 5(c) shall be entitled continue to reimbursement for all reasonable costs, including attorneys' fees, incurred in enforcing its rights hereunderapply during the remainder of the Noncompete Period).

Noncompetition. Director hereby agrees that, for three (3) years following the Effective Time or for three (3) years following Director’s affiliation with Buyer or SNB as a director, employee, or consultant (whichever period is longer), Director shall not Compete (as defined herein) against Buyer, SNB, or any of their Affiliated Companies in the Restricted Area without the prior written consent of Buyer’s Chief Executive acknowledges that Officer, which consent shall not be unreasonably withheld; provided, however, Buyer’s Chief Executive Officer shall be deemed to have provided prior written consent to the development activities of personal contacts Director described in Schedule I attached hereto and relationships is such activities shall not (as the date hereof or during the term of this Agreement) be deemed to be a breach of this Agreement. For purposes of this Agreement, “Compete” means to engage or participate in Business Activities (or to prepare to engage or participate in Business Activities) on Director’s own behalf, or with, for or on behalf of (i) any other financial institution as an essential element of the Bank's officer, director, manager, owner, partner, joint venture, consultant, independent contractor, employee, or shareholder of, or (ii) any other Person, business, that the Bank has invested considerable time or enterprise. For purposes of this Agreement, “Business Activities” shall be any business activities conducted by Buyer, Seller, SNB, or any of their Affiliated Companies, which includes commercial or consumer loans and extensions of credit, letters of credit, commercial and consumer deposits and deposit accounts, securities repurchase agreements and sweep accounts, cash management services, money in his development of such contacts transfer and relationshipsbxxx payment services, that the Bank could suffer irreparable harm if he were to leave employment internet or electronic banking, automated teller machines, IXX and solicit the business of Bank's customersretirement accounts, commercial or consumer mortgage loans, and that it is reasonable to protect the Bank against competitive activities by Executive. Executive covenants and agrees, in recognition commercial or consumer home equity lines of the foregoing and in consideration of the mutual promises contained herein, that in the event of a voluntary termination of employment by Executive pursuant to Section 5(iii), or upon expiration of this Agreement as a result of Executive's election not to continue automatic annual renewals, Executive shall not accept employment in La Crosse, Dane or St. Croix counties with any Significant Competitor of the Bank for a period of eighteen (18) months following such terminationcredit. For purposes of this Agreement, the term Significant Competitor “Restricted Area” means each and any financial institution includingcounty where the Buyer, but not limited toSNB, any commercial bank, savings bank, savings and loan association, credit unionBank, or mortgage banking corporation which, at the time any of termination of Executive's employment or during the period of this covenant not to compete, their Affiliated Companies (i) maintains operates a home, branch or other office in any of said countiesbanking office, or (ii) has originated within any of said counties $10,000,000 or more in residential mortgage loans during any consecutive twelve (12) month period operated a banking office within the thirty-six (36) months prior to Executive's termination and inclusive of the period covered by this covenant. Executive agrees that the non-competition provisions set forth herein are necessary for the protection of the Bank and are reasonably limited as to (i) the scope of activities affectedpreceding 12 months, (ii) their duration and geographic scope, and or (iii) their effect on Executive and the publicis actively engaged in providing Business Activities to customers. In the event Executive violates the non-competition provisions set forth hereinNothing in this Section 2(d) shall prohibit Director from acquiring or holding, Bank shall be entitledfor investment purposes only, in addition to its other legal remedies, to enjoin the employment of Executive with any Significant Competitor for the period set forth herein. If Executive violates this covenant and the Bank brings legal action for injunctive or other relief, the Bank shall not, as a result less than five percent (5%) of the time involved outstanding securities of any company or business organization which may compete directly or indirectly with Seller, Buyer, SNB, or any of their Affiliated Companies. Nothing in obtaining this Agreement shall prohibit a Director or any of such relief, be deprived Director’s Affiliated Companies from continuing to hold outstanding securities of an entity that engages in Business Activities; provided that such securities were held by the benefit Director or any of the full period such Director’s Affiliated Company as of the restrictive covenant. Accordingly, the covenant shall be deemed to have the duration specified herein, computed from the date such relief is granted, but reduced by any period between commencement of the period and the date of the first violation. In addition to such other relief as may be awarded, if the Bank is the prevailing party it shall be entitled to reimbursement for all reasonable costs, including attorneys' fees, incurred in enforcing its rights hereunderthis Agreement.

Noncompetition. Executive It is recognized by the Employee and the Employer that the Employee's duties hereunder will require the receipt and creation of Proprietary Information, as defined in Section 8. 1. The Proprietary Information has been and will continue to be developed by the Employer and its subsidiaries and affiliates at substantial cost and constitutes valuable and unique property of the Employer. The Employee further acknowledges that due to the nature of the Employee's position, the Employee will have access to Proprietary Information affecting plans and operations in every location in which the Employer (and its subsidiaries and affiliates) does business or plans to do business throughout the world, and the Employee's decisions and recommendations on behalf of the Employer may affect its operations throughout the world. Accordingly, the Employee acknowledges that the development of personal contacts and relationships is an essential element of the Bank's business, that the Bank has invested considerable time and money in his development of such contacts and relationships, that the Bank could suffer irreparable harm if he were to leave employment and solicit the business of Bank's customers, and that foregoing makes it is reasonable to protect the Bank against competitive activities by Executive. Executive covenants and agrees, in recognition of the foregoing and in consideration of the mutual promises contained herein, that in the event of a voluntary termination of employment by Executive pursuant to Section 5(iii), or upon expiration of this Agreement as a result of Executive's election not to continue automatic annual renewals, Executive shall not accept employment in La Crosse, Dane or St. Croix counties with any Significant Competitor of the Bank for a period of eighteen (18) months following such termination. For purposes of this Agreement, the term Significant Competitor means any financial institution including, but not limited to, any commercial bank, savings bank, savings and loan association, credit union, or mortgage banking corporation which, at the time of termination of Executive's employment or during the period of this covenant not to compete, (i) maintains a home, branch or other office in any of said counties, or (ii) has originated within any of said counties $10,000,000 or more in residential mortgage loans during any consecutive twelve (12) month period within the thirty-six (36) months prior to Executive's termination and inclusive of the period covered by this covenant. Executive agrees that the non-competition provisions set forth herein are reasonably necessary for the protection of the Bank Employer's business interests that the Employee not compete with the Employer or any of its subsidiaries or affiliates during the Term and are reasonably for a reasonable and limited period thereafter, as to provided below. (i) The Employee covenants that during the scope Term of activities affectedthis Agreement and for a period of one year following the later of either a termination of employment pursuant to Section 6 or a termination of at-will employment following expiration of the Term, the Employee will not undertake work for a Competing Business, as defined in Section 8.4(ii). For purposes of this covenant, "undertake work for" shall include performing services, whether paid or unpaid, in any capacity, including as an officer, director, owner, consultant, employee, agent or representative, where such services involve the performance of similar duties or oversight responsibilities as those performed by the Employee during the 18-month period preceding the Employee's termination from the Employer for any reason. (ii) their duration and geographic scope, and (iii) their effect on Executive and the public. In the event Executive violates the non-competition provisions set forth herein, Bank shall be entitled, As used in addition to its other legal remedies, to enjoin the employment of Executive with any Significant Competitor for the period set forth herein. If Executive violates this covenant and the Bank brings legal action for injunctive or other reliefAgreement, the Bank term "Competing Business" shall notmean any business that, as a result at the time of the 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 such relief is granted, but reduced by any period between commencement of the period and the date of the first violation. In addition to such other relief as may be awarded, if the Bank is the prevailing party it shall be entitled to reimbursement for all reasonable costs, including attorneys' fees, incurred in enforcing its rights hereunder.determination:

Noncompetition. Executive acknowledges that the development of personal contacts and relationships is an essential element of the Bank's business, that the Bank has invested considerable time and money in his development of such contacts and relationships, that the Bank could suffer irreparable harm if he were to leave employment and solicit the business of Bank's customers, and that it is reasonable to protect the Bank against competitive activities by Executive. Executive covenants and agrees, in recognition of the foregoing and in consideration of the mutual promises contained herein, that in the event of a voluntary termination of employment by Executive pursuant to Section 5(iii), or upon expiration of this Agreement as a result of Executive's election not to continue automatic annual renewals, Executive shall not accept employment in La Crosse, Dane or St. Croix counties with any Significant Competitor of the Bank for a period of eighteen (18) months following such termination. For purposes of this Agreement, the term Significant Competitor means any financial institution including, but not limited to, any commercial bank, savings bank, savings and loan association, credit union, or mortgage banking corporation which, at the time of termination of Executive's employment or during the period of this covenant not to compete, (i) maintains Executive agrees that when employed with the Employer during the Employment Period and for any further period in which Executive is employed with the Employer and for 12 months after Executive is no longer employed by the Employer for any reason (the “Restricted Period”), except as set forth in Section 5(a)(ii), Executive will not directly or indirectly, as a homeprincipal, branch agent, employee, employer, investor, director, consultant, co-partner or other office in any of said countiesother individual or representative capacity whatsoever engage in a Competitive Business anywhere in the Market Area (as such terms are defined below) by (i) owning, managing or controlling a Competitive Business, or (ii) has originated within performing competitive duties that are the same as or substantially similar to those which Executive performed on behalf of the Employer or any of said counties $10,000,000 its Affiliates during the last 24 months of Executive’s employment by the Employer for or on behalf of any Person engaged in a Competitive Business. Notwithstanding the foregoing, Executive may purchase or otherwise acquire up to (but not more than) 1% of any class of securities of any business enterprise (but without otherwise participating in residential mortgage loans during the activities of such enterprise) that engages in a Competitive Business in the Market Area and whose securities are listed on any consecutive twelve (12) month period within the thirty-six (36) months prior to Executive's termination and inclusive national securities exchange or have been registered under Section 12 of the period covered by this covenant. Executive agrees that the non-competition provisions set forth herein are necessary for the protection of the Bank and are reasonably limited as to (i) the scope of activities affected, Exchange Act. (ii) their duration If the Employer terminates Executive for Cause, the covenants of Section 5(a)(i) shall not apply unless the Employer (A) provides written notice to Executive, within 15 days after Executive’s termination date, that such covenants shall apply for a period specified in the notice, which period shall not exceed 12 months following Executive’s termination date (the period specified, the “Applicable Period”) and geographic scope(B) agrees to continue to pay the Base Salary on regular payroll dates through the end of the Applicable Period. Payment of the Base Salary will cease, however, in the event the Employer determines that Executive has breached the covenants set forth in Section 5 during the Applicable Period and files an action to enforce the covenants or gives Executive a notice that a claim is being initiated under Section 6 of this Agreement. Further, in such a proceeding, the Employer shall seek, and (iii) their effect on Executive and the public. In the event Executive violates the non-competition provisions set forth herein, Bank shall be entitledliable to return to the Employer, in addition any payments made to its other legal remedies, Executive under this Section 5(a)(ii) dating back to enjoin the employment of Executive with any Significant Competitor for the period set forth herein. If Executive violates this covenant and the Bank brings legal action for injunctive or other relief, the Bank shall not, as a result of the 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 such relief is granted, but reduced by any period between commencement of the period and the date of the first violationoriginal breach. In addition For clarity, the covenants of Section 5(a) shall continue to such other relief as may be awarded, if apply during the Bank is remainder of the prevailing party it Applicable Period (and the covenants of Section 5(b) and 5(c) shall be entitled continue to reimbursement for all reasonable costs, including attorneys' fees, incurred in enforcing its rights hereunderapply during the remainder of the Restricted Period).

Noncompetition. (a) In consideration for the Company's providing the Executive acknowledges that with Confidential Information during the development of personal contacts Employment Period and relationships is an essential element of the Bank's business, that the Bank has invested considerable time and money in his development of such contacts and relationships, that the Bank could suffer irreparable harm if he were to leave employment and solicit the business of Bank's customers, and that it is reasonable to protect the Bank against competitive activities other benefits provided by Executive. Executive covenants and agrees, in recognition of the foregoing and in consideration of the mutual promises contained herein, that in the event of a voluntary termination of employment by Executive pursuant to Section 5(iii), or upon expiration of this Agreement as a result of Executive's election not to continue automatic annual renewals, Executive shall not accept employment in La Crosse, Dane or St. Croix counties with any Significant Competitor of the Bank for a period of eighteen (18) months following such termination. For purposes of this Agreement, the term Significant Competitor means any Executive agrees that while employed by the Company and for the Restricted Period (as defined below), the Executive shall not, unless the Executive receives the prior written consent of the Board, own an interest in, manage, operate, join, control, lend money or render financial institution includingor other assistance to or participate in or be connected with, but not limited toas an officer, employee, partner, stockholder, consultant or otherwise, any commercial bankperson which competes with the Company in the field of neurostimulation and are in a matter covered by a Company patent; provided, savings bankhowever, savings and loan association, credit union, or mortgage banking corporation which, at that following the time of Executive's termination of employment with the Company the foregoing restriction shall apply only to those areas where the Company is actually doing business on the date of such termination of employment. The Restricted Period shall be (i) the one-year period following the mutual termination of the Executive's employment or during the period of this covenant not to compete, (i) maintains a home, branch or other office in any of said counties, or and (ii) has originated within any in all other cases, the period beginning on the Date of said counties $10,000,000 or more in residential mortgage loans during any consecutive twelve (12) month period within Termination and ending one year after the thirty-six (36) months prior to Executive's termination and inclusive end of the period covered by Remaining Period. (b) The Executive has carefully read and considered the provisions of this covenant. Executive Section 12 and, having done so, agrees that the non-competition provisions restrictions set forth herein in this Section 12 (including the Restricted Period, scope of activity to be restrained and the geographical scope) are necessary fair and reasonable and are reasonably required for the protection of the Bank interests of the Company, its officers, directors, employees, creditors and are reasonably limited as shareholders. The Executive understands that the restrictions contained in this Section 12 may limit his ability to engage in a business similar to the Company's business, but acknowledges that he will receive sufficiently high remuneration and other benefits from the Company hereunder to justify such restrictions. (ic) It is specifically agreed that the scope Restricted Period following termination of activities affectedemployment, during which the agreements and covenants of the Executive made in Sections 11 and 12 shall be effective, shall be computed by excluding from such computation any time which the Executive is in violation of the provisions of such Sections. (iid) their duration and geographic scope, and (iii) their effect on Executive and the public. In the event Executive violates that any provision of this Section 12 relating to the non-competition provisions set forth herein, Bank Restricted Period and/or the areas of restriction shall be entitled, in addition declared by a court of competent jurisdiction to its other legal remedies, to enjoin exceed the employment of Executive with any Significant Competitor for the maximum time period set forth herein. If Executive violates this covenant or areas such court deems reasonable and the Bank brings legal action for injunctive or other reliefenforceable, the Bank Restricted Period and/or areas of restriction deemed reasonable and enforceable by the court shall not, as a result of become and thereafter be the maximum 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 such relief is granted, but reduced by any period between commencement of the period and the date of the first violation. In addition to such other relief as may be awarded, if the Bank is the prevailing party it shall be entitled to reimbursement for all reasonable costs, including attorneys' fees, incurred in enforcing its rights hereunderand/or areas.

Noncompetition. During the Term, the Executive acknowledges that shall not, other than through the development of personal contacts and relationships is an essential element Company or affiliates of the Bank's businessCompany, that own any interest in any Multi-Family Residential Property (other than Multi-Family Residential Property in which the Bank Company or the Partnership has invested considerable time and money in his development of such contacts and relationshipsan ownership interest), that the Bank could suffer irreparable harm if he were to leave employment and solicit the business of Bank's customersas partner, and that it is reasonable to protect the Bank against competitive activities by Executive. Executive covenants and agreesshareholder or otherwise, in recognition of the foregoing and in consideration of the mutual promises contained herein, that or engage in the event Multi-Family Residential Business, directly or indirectly, for his own account or for the account of a voluntary termination of employment by Executive pursuant to Section 5(iii)others, either as an officer, director, shareholder, owner, partner, promoter, employee, consultant, advisor, agent, manager, or upon expiration in any other capacity. For a period of this Agreement as two years after a result of Executive's election not to continue automatic annual renewalsChange in Control Termination, Executive shall not accept employment own any interest in La Crosseany Multi-Family Residential Property as partner, Dane shareholder or St. Croix counties with any Significant Competitor of the Bank for a period of eighteen (18) months following such termination. For purposes of this Agreement, the term Significant Competitor means any financial institution including, but not limited to, any commercial bank, savings bank, savings and loan association, credit unionotherwise, or mortgage banking corporation whichdirectly or indirectly, for his own account or for the account of others, either as an officer, director, promoter, employee, consultant, advisor, agent, manager, or in any other capacity, engage in the Multi-Family Residential Business within 5 miles of any Multi-Family Residential Property owned by the Company or the Partnership at the time of termination of Executive's employment employment. The Executive agrees that damages at law for violation of the restrictive covenant contained herein would not be an adequate or during proper remedy to the period Company, and that should the Executive violate or threaten to violate any of this covenant not the provisions of such covenant, the Company, its successors or assigns, shall be entitled to competeobtain a temporary or permanent injunction, (i) maintains a homeas appropriate, branch or other office against the Executive in any court having jurisdiction over the person and the subject matter, prohibiting any further violation of any such covenants. The parties agree to personal jurisdiction in the courts located in Shelby County, Tennessee, and agree that venue is appropriate in said countiesCounty. The injunctive relief provided herein shall be in addition to any award of damages, compensatory, exemplary or (ii) has originated within any otherwise, payable by reason of said counties $10,000,000 or more in residential mortgage loans during any consecutive twelve (12) month period within the thirty-six (36) months prior to Executive's termination and inclusive of the period covered by this covenantsuch violation. The Executive agrees that the non-competition provisions set forth herein are necessary for the protection of the Bank Company will be entitled to recover attorney fees and are reasonably limited as to (i) the scope of activities affected, (ii) their duration and geographic scope, and (iii) their effect on Executive and the public. In the event Executive violates the non-competition provisions set forth herein, Bank shall be entitled, in addition to its other legal remedies, to enjoin the employment of Executive with any Significant Competitor for the period set forth herein. If Executive violates this covenant and the Bank brings legal action for injunctive or other relief, the Bank shall not, costs incurred as a result of the time involved Executive’s breach of this Agreement. Furthermore, the Executive acknowledges that this Agreement has been negotiated at arms’ length by the parties, neither being under any compulsion to enter into this Agreement, and that the foregoing restrictive covenant does not in obtaining any respect inhibit his ability to earn a livelihood in his chosen profession without violating the restrictive covenant contained herein. The Company by these presents has attempted to limit the Executive’s right to compete only to the extent necessary to protect the Company from unfair competition. The Company recognizes, however, that reasonable people may differ in making such reliefa determination. Consequently, be deprived the Company agrees that if the scope or enforceability of the benefit restricted covenant contained herein is in any way disputed at any time, a court or other trier of the full period of the restrictive covenant. Accordingly, fact may modify and enforce the covenant shall to the extent that it believes to be deemed to have reasonable under the duration specified herein, computed from circumstances existing at the date such relief is granted, but reduced by any period between commencement of the period and the date of the first violation. In addition to such other relief as may be awarded, if the Bank is the prevailing party it shall be entitled to reimbursement for all reasonable costs, including attorneys' fees, incurred in enforcing its rights hereundertime.

Noncompetition. Executive acknowledges that the development of personal contacts and relationships is an essential element of the BankCompany's business, that the Bank Company has invested considerable time and money in his development of such contacts and relationships, that the Bank Company could suffer irreparable harm if he were to leave employment and solicit the business of customers of the Company or Bank's customers, and that it is reasonable to protect the Company and Bank against competitive activities by Executive. Executive covenants and agrees, in recognition of the foregoing and in consideration of the mutual promises contained herein, that in the event of a voluntary termination of employment by Executive pursuant to Section 5(iii)) of the Bank Agreement, or upon expiration of this the Bank Agreement as a result of Executive's election not to continue automatic annual renewals, Executive shall not accept employment in La CrosseLaCrosse, Dane or St. Croix counties with any Significant Competitor of the Company or Bank for a period of eighteen (18) months following such termination. For purposes of this Agreement, the term Significant Competitor means any financial institution including, but not limited to, any commercial bank, savings bank, savings and loan association, credit union, or mortgage banking corporation whichcorporation, or holding company for any of the foregoing, which at the time of termination of Executive's employment employment, or during the period of this covenant not to compete, (i) maintains a home, branch or other office in any of said counties, or (ii) has originated within with any of said counties $10,000,000 or more in residential mortgage loans during any consecutive twelve (12) month period within the thirty-six (36) months prior to Executive's termination and inclusive of the period covered by this covenant. Executive agrees that the non-competition provisions set forth herein are necessary for the protection of the Company and the Bank and are reasonably limited as to (i) the scope of activities affected, (ii) their duration and geographic scope, and (iii) their effect on Executive and the public. In the event Executive violates the non-competition provisions set forth herein, Bank the Company shall be entitled, in addition to its other legal remedies, to enjoin the employment of Executive with any Significant Competitor for the period set forth herein. If Executive violates this covenant and the Bank Company brings legal action for injunctive or other relief, the Bank Company shall not, as a result of the 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 such relief is granted, but reduced by any period between commencement of the period and the date of the first violation. In addition to such other relief as may be awarded, if the Bank Company is the prevailing party it shall be entitled to reimbursement for all reasonable costs, including attorneys' fees, incurred in enforcing its rights hereunder.

Noncompetition. Executive acknowledges that the development of personal contacts and relationships is an essential element of the Bank's business, that the Bank has invested considerable time and money in his development of such contacts and relationships, that the Bank could suffer irreparable tirreparable harm if he were to leave employment and solicit the business of Bank's customers, and that it is reasonable to protect the Bank against competitive activities by Executive. Executive covenants and agrees, in recognition of the foregoing and in consideration of the mutual promises contained herein, that in the event of a voluntary termination of employment by Executive pursuant to Section 5(iii), or upon expiration of this Agreement as a result of Executive's election not to continue automatic annual renewals, Executive shall not accept employment in La Crosse, Dane or St. Croix counties with any Significant Competitor of the Bank for a period of eighteen (18) months following such termination. For purposes of this Agreement, the term Significant Competitor means any financial institution including, but not limited to, any commercial bank, savings bank, savings and loan association, credit union, or mortgage banking corporation which, at the time of termination of Executive's employment or during the period of this covenant not to compete, (i) maintains a home, branch or other office in any of said counties, or (ii) has originated within any of said counties $10,000,000 or more in residential mortgage loans during any consecutive twelve (12) month period within the thirty-six (36) months prior to Executive's termination and inclusive of the period covered by this covenant. Executive agrees that the non-competition provisions set forth herein are necessary for the protection of the Bank and are reasonably limited as to (i) the scope of activities affected, (ii) their duration and geographic scope, and (iii) their effect on Executive and the public. In the event Executive violates the non-competition provisions set forth herein, Bank shall be entitled, in addition to its other legal remedies, to enjoin the employment of Executive with any Significant Competitor for the period set forth herein. If Executive violates this covenant and the Bank brings legal action for injunctive or other relief, the Bank shall not, as a result of the 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 such relief is granted, but reduced by any period between commencement of the period and the date of the first violation. In addition to such other relief as may be awarded, if the Bank is the prevailing party it shall be entitled to reimbursement for all reasonable costs, including attorneys' fees, incurred in enforcing its rights hereunder.

Noncompetition. (a) In consideration for the Company's providing the Executive acknowledges that with Confidential Information during the development of personal contacts Employment Period and relationships is an essential element of the Bank's business, that the Bank has invested considerable time and money in his development of such contacts and relationships, that the Bank could suffer irreparable harm if he were to leave employment and solicit the business of Bank's customers, and that it is reasonable to protect the Bank against competitive activities other benefits provided by Executive. Executive covenants and agrees, in recognition of the foregoing and in consideration of the mutual promises contained herein, that in the event of a voluntary termination of employment by Executive pursuant to Section 5(iii), or upon expiration of this Agreement as a result of Executive's election not to continue automatic annual renewals, Executive shall not accept employment in La Crosse, Dane or St. Croix counties with any Significant Competitor of the Bank for a period of eighteen (18) months following such termination. For purposes of this Agreement, the term Significant Competitor means any Executive agrees that while employed by the Company and for the Restricted Period (as defined below), the Executive shall not, unless the Executive receives the prior written consent of the Board, own an interest in, manage, operate, join, control, lend money or render financial institution includingor other assistance to or participate in or be connected with, but not limited toas an officer, employee, partner, stockholder, consultant or otherwise, any commercial bankperson that competes with the Company in the field of neurostimulation in a matter covered by a Company patent; provided, savings bankhowever, savings and loan association, credit union, or mortgage banking corporation which, at that following the time of Executive's termination of employment with the Company the foregoing restriction shall apply only to those areas where the Company is actually doing business on the date of such termination of employment. The Restricted Period shall be (i) the one-year period following the mutual termination of the Executive's employment or during the period of this covenant not to compete, (i) maintains a home, branch or other office in any of said counties, or and (ii) has originated within any in all other cases, the period beginning on the Date of said counties $10,000,000 or more in residential mortgage loans during any consecutive twelve (12) month period within Termination and ending one year after the thirty-six (36) months prior to Executive's termination and inclusive end of the period covered by Remaining Term. (b) The Executive has carefully read and considered the provisions of this covenant. Executive Section 12 and, having done so, agrees that the non-competition provisions restrictions set forth herein in this Section 12 (including the Restricted Period, scope of activity to be restrained and the geographical scope) are necessary fair and reasonable and are reasonably required for the protection of the Bank interests of the Company, its officers, directors, employees, creditors and are reasonably limited as shareholders. The Executive understands that the restrictions contained in this Section 12 may limit his ability to engage in a business similar to the Company's business, but acknowledges that he will receive sufficiently high remuneration and other benefits from the Company hereunder to justify such restrictions. (ic) It is specifically agreed that the scope Restricted Period following termination of activities affectedemployment, during which the agreements and covenants of the Executive made in Sections 11 and 12 shall be effective, shall be computed by excluding from such computation any time which the Executive is in violation of the provisions of such Sections. (iid) their duration and geographic scope, and (iii) their effect on Executive and the public. In the event Executive violates that any provision of this Section 12 relating to the non-competition provisions set forth herein, Bank Restricted Period and/or the areas of restriction shall be entitled, in addition declared by a court of competent jurisdiction to its other legal remedies, to enjoin exceed the employment of Executive with any Significant Competitor for the maximum time period set forth herein. If Executive violates this covenant or areas such court deems reasonable and the Bank brings legal action for injunctive or other reliefenforceable, the Bank Restricted Period and/or areas of restriction deemed reasonable and enforceable by the court shall not, as a result of become and thereafter be the maximum 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 such relief is granted, but reduced by any period between commencement of the period and the date of the first violation. In addition to such other relief as may be awarded, if the Bank is the prevailing party it shall be entitled to reimbursement for all reasonable costs, including attorneys' fees, incurred in enforcing its rights hereunderand/or areas.

Noncompetition. Executive acknowledges that the development of personal contacts and relationships is an essential element of the Bank's business, that the Bank has invested considerable time and money in his development of such contacts and relationships, that the Bank could suffer irreparable harm if he were to leave employment and solicit the business of the Bank's customers, and that it is reasonable to protect the Bank against competitive activities by Executive. Executive covenants and agrees, in recognition of the foregoing and in consideration of the mutual promises contained herein, that in the event of a voluntary termination of employment by Executive pursuant to Section 5(iii), or upon expiration of this Agreement as a result of Executive's election not to continue automatic annual renewals, Executive shall not accept employment in La Crosse, Dane or St. Croix counties with any Significant Competitor of the Bank for a period of eighteen (18) months following such termination. For purposes of this Agreement, the term Significant Competitor means any financial institution including, but not limited to, any commercial bank, savings bank, savings and loan association, credit union, or mortgage banking corporation which, at the time of termination of Executive's employment or during the period of this covenant not to compete, (i) maintains a home, branch or other office in any of said counties, or (ii) has originated within any of said counties $10,000,000 or more in residential mortgage loans during any consecutive twelve (12) month period within the thirty-six (36) months prior to Executive's termination and inclusive of the period covered by this covenant. Executive agrees that the non-competition provisions set forth herein are necessary for the protection of the Bank and are reasonably limited as to (i) the scope of activities affected, (ii) their duration and geographic scope, and (iii) their effect on Executive and the public. In the event Executive violates the non-competition provisions set forth herein, Bank shall be entitled, in addition to its other legal remedies, to enjoin the employment of Executive with any Significant Competitor for the period set forth herein. If Executive violates this covenant and the Bank brings legal action for injunctive or other relief, the Bank shall not, as a result of the 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 such relief is granted, but reduced by any period between commencement of the period and the date of the first violation. In addition to such other relief as may be awarded, if the Bank is the prevailing party it shall be entitled to reimbursement for all reasonable costs, including attorneys' fees, incurred in enforcing its rights hereunder.

Noncompetition. Executive acknowledges that During his employment and for the development duration of personal contacts and relationships the Noncompete Period (defined below) Employee will not, without Cowlitz's prior written consent, be associated, whether directly or indirectly, alone or as a member of a partnership, or as an officer, director, employee, or shareholder (except as a holder of less than 1% of any company with securities registered under Section 12 of the Securities Exchange Act of 1934), with any other financial institution (as such term is an essential element defined in the Xxxxx-Xxxxx-Xxxxxx Act of 1999) or mortgage company or their affiliates, the majority of the deposits or loans of which are generated or held by a branches or offices in Cowlitz County, Washington, nor may he devote more than 50% of his time with any other financial institution or mortgage company, within any month period, to operations in Cowlitz County. The Noncompete Period shall be for a period of twelve (12) months after termination of employment. If Employee is entitled to a Change in Control Benefit under Section 7 or a Walk-Away Right Benefit under Section 8 above, the Noncompete Period shall be extended to 24 months after termination of employment with respect to a Change in Control or 18 months following commencement of the Walk-Away Benefit, respectively. Should Employee fail to honor the noncompetition covenant set forth in this Section, the Bank will be relieved from its obligation to make any further payments under this Agreement, but such relief of the Bank's business, obligation shall not discharge Employee of his commitment under this Section. In the event that the Bank has invested considerable time and money in his development of such contacts and relationshipsfails to honor its obligations with regard to benefits under Sections 6, that the Bank could suffer irreparable harm if he were to leave employment and solicit the business of Bank's customers, and that it is reasonable to protect the Bank against competitive activities by Executive. Executive covenants and agrees, in recognition of the foregoing and in consideration of the mutual promises contained herein, that in the event of a voluntary termination of employment by Executive pursuant to Section 5(iii)7, or upon expiration of this Agreement as a result of Executive's election not to continue automatic annual renewals, Executive shall not accept employment in La Crosse, Dane or St. Croix counties with any Significant Competitor of the Bank for a period of eighteen (18) months following such termination. For purposes 8 of this Agreement, Employee will be relieved from his obligations under this Section. Notwithstanding the term Significant Competitor means any financial institution includingforegoing, but the following activities are not limited to, any commercial bank, savings bank, savings and loan association, credit union, or mortgage banking corporation which, at the time of termination of Executive's employment or during the period of this covenant not to compete, restricted: (i) maintains a home, branch or other office activities set forth in any of said counties, or Section 1 above; (ii) has originated within any of said counties $10,000,000 or more in residential mortgage loans during any consecutive twelve (12) month period within the thirty-six (36) months prior to Executive's termination engagements as an independent consultant involving teaching and inclusive of the period covered by this covenant. Executive agrees that the non-competition provisions set forth herein are necessary for the protection of the Bank and are reasonably limited as to (i) the scope of activities affected, (ii) their duration and geographic scope, and credit training; (iii) their effect on Executive engagements as an independent consultant to perform independent loan reviews; and (iv) engagements as an independent consultant in the publicarea of credit policy and procedure. 4. In The Employment Agreement shall continue in full force and effect, subject only to the event Executive violates the non-competition provisions set forth amendments stated herein, Bank shall be entitled, in addition to its other legal remedies, to enjoin the employment of Executive with any Significant Competitor for the period set forth herein. If Executive violates this covenant and the Bank brings legal action for injunctive or other relief, the Bank shall not, as a result of the 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 such relief is granted, but reduced by any period between commencement of the period and the date of the first violation. In addition to such other relief as may be awarded, if the Bank is the prevailing party it shall be entitled to reimbursement for all reasonable costs, including attorneys' fees, incurred in enforcing its rights hereunder.

Noncompetition. Executive acknowledges that the development of personal contacts and relationships is an essential element of the Bank's business, that the Bank has invested considerable time and money in his development of such contacts and relationships, that the Bank could suffer irreparable harm if he were to leave employment and solicit the business of Bank's customers, and that it is reasonable to protect the Bank against competitive activities by Executive. Executive covenants and agrees, in recognition of the foregoing and in consideration of the mutual promises contained herein, that in the event of a voluntary termination of employment by Executive pursuant to Section 5(iii), or upon expiration of this Agreement as As a result of Executive's election not to continue automatic annual renewals, Executive shall not accept his employment in La Crosse, Dane or St. Croix counties with any Significant Competitor the Employer and his knowledge of the Bank for a period of eighteen (18) months following such termination. For purposes of this AgreementEmployer’s business, customer relationships and/or know-how, the term Significant Competitor means any financial institution including, but not limited to, any commercial bank, savings bank, savings and loan association, credit union, or mortgage banking corporation which, at the time of termination of Executive's employment or during the period of this covenant not to compete, (i) maintains a home, branch or other office in any of said counties, or (ii) has originated within any of said counties $10,000,000 or more in residential mortgage loans during any consecutive twelve (12) month period within the thirty-six (36) months prior to Executive's termination and inclusive of the period covered by this covenant. Executive agrees that he will not, during his employment with the non-competition provisions set forth herein are necessary for Employer, without the protection prior written consent of the Bank and are reasonably limited as Employer, enter into any competitive business, employment or endeavor or in any way to enter the employ of, consult for, or own, directly or indirectly, any interests in any person or entity engaged in any business in which the Employer or any of its subsidiaries is engaged, or otherwise compete, directly or indirectly, with the Employer or any of its subsidiaries in any manner (i) the scope of activities affected, (ii) their duration and geographic scope, and (iii) their effect on Executive and the public“Competitive Activity”). In the event Executive violates the non-competition provisions set forth herein, Bank shall be entitled, in addition to its other legal remedies, to enjoin the employment of Executive with any Significant Competitor for the period set forth herein. If Executive violates this covenant and the Bank brings legal action for injunctive or other relief, the Bank shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the full period of the restrictive covenant. Accordingly, the covenant The Competitive Activity shall be deemed to have be exclusively related to Employer’s recent change of business plan to make first lien Corporate Loans to middle market companies as set forth in Employer’s SEC Form 10-K on September 29, 2008 (the duration specified herein“Corporate Loan Strategy”). The Competitive Activity shall not be considered to be related to Employer’s existing diversified business loan portfolio which is presently in the process of being wound down and liquidated. As such, computed from the date such relief Executive shall be permitted to invest in, work for, consult for or organize any business enterprise that engages in real estate mortgages or secured or unsecured business lending that is granted, but reduced by any period between commencement of the period and the date of the first violationnot competitive with Employer’s Corporate Loan Strategy. In addition to such other relief as may be awarded, if the Bank is the prevailing party it Executive shall also be entitled to reimbursement for all reasonable costsserve on the Board of Directors of any company that is not in the business of competing with Employer’s Corporate Loan Strategy. In addition, including attorneys' feesthere shall be no restrictions on Executive’s ability to practice law or represent any client in Executive’s capacity as an Attorney at Law. Notwithstanding the forgoing, incurred in enforcing its rights hereunderExecutive specifically acknowledges and agrees that he is bound by the Loan Purchase Agreement dated July 16, 2008 by and among the Employer, Medallion Financial Corp. and Medallion Bank (the “MFC Agreement”) and a breach of the MFC Agreement by Executive shall constitute a breach of this Section 8. The obligations of Executive hereunder with respect to the MFC Agreement shall survive the expiration or termination of this Agreement.

Noncompetition. (a) In consideration for the Company’s providing the Executive acknowledges that with Confidential Information during the development of personal contacts Employment Period and relationships is an essential element of the Bank's business, that the Bank has invested considerable time and money in his development of such contacts and relationships, that the Bank could suffer irreparable harm if he were to leave employment and solicit the business of Bank's customers, and that it is reasonable to protect the Bank against competitive activities other benefits provided by Executive. Executive covenants and agrees, in recognition of the foregoing and in consideration of the mutual promises contained herein, that in the event of a voluntary termination of employment by Executive pursuant to Section 5(iii), or upon expiration of this Agreement as a result of Executive's election not to continue automatic annual renewals, Executive shall not accept employment in La Crosse, Dane or St. Croix counties with any Significant Competitor of the Bank for a period of eighteen (18) months following such termination. For purposes of this Agreement, the term Significant Competitor means any Executive agrees that while employed by the Company and for the Restricted Period (as defined below), the Executive shall not, unless the Executive receives the prior written consent of the Board, own an interest in, manage, operate, join, control, lend money or render financial institution includingor other assistance to or participate in or be connected with, but not limited toas an officer, employee, partner, stockholder, consultant or otherwise, any commercial bankperson that competes with the Company in the field of neurostimulation in a matter covered by a Company patent; provided, savings bankhowever, savings and loan association, credit union, or mortgage banking corporation which, at that following the time of Executive’s termination of Executive's employment or during with the period Company the foregoing restriction shall apply only to those areas where the Company is actually doing business on the date of this covenant not to compete, such termination of employment. The Restricted Period shall be (i) maintains a home, branch or other office in any the one-year period following the mutual termination of said counties, or the Executive’s employment and (ii) in all other cases, the two-year period beginning on the Date of Termination. (b) The Executive has originated within any carefully read and considered the provisions of said counties $10,000,000 or more in residential mortgage loans during any consecutive twelve (12) month period within the thirty-six (36) months prior to Executive's termination and inclusive of the period covered by this covenant. Executive Section 12 and, having done so, agrees that the non-competition provisions restrictions set forth herein in this Section 12 (including the Restricted Period, scope of activity to be restrained and the geographical scope) are necessary fair and reasonable and are reasonably required for the protection of the Bank interests of the Company, its officers, directors, employees, creditors and are reasonably limited as shareholders. The Executive understands that the restrictions contained in this Section 12 may limit his ability to engage in a business similar to the Company’s business, but acknowledges that he will receive sufficiently high remuneration and other benefits from the Company hereunder to justify such restrictions. (ic) It is specifically agreed that the scope Restricted Period following termination of activities affectedemployment, during which the agreements and covenants of the Executive made in Sections 11 and 12 shall be effective, shall be computed by excluding from such computation any time which the Executive is in violation of the provisions of such Sections. (iid) their duration and geographic scope, and (iii) their effect on Executive and the public. In the event Executive violates that any provision of this Section 12 relating to the non-competition provisions set forth herein, Bank Restricted Period and/or the areas of restriction shall be entitled, in addition declared by a court of competent jurisdiction to its other legal remedies, to enjoin exceed the employment of Executive with any Significant Competitor for the maximum time period set forth herein. If Executive violates this covenant or areas such court deems reasonable and the Bank brings legal action for injunctive or other reliefenforceable, the Bank Restricted Period and/or areas of restriction deemed reasonable and enforceable by the court shall not, as a result of become and thereafter be the maximum 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 such relief is granted, but reduced by any period between commencement of the period and the date of the first violation. In addition to such other relief as may be awarded, if the Bank is the prevailing party it shall be entitled to reimbursement for all reasonable costs, including attorneys' fees, incurred in enforcing its rights hereunderand/or areas.

Noncompetition. During the Contract Period while Executive acknowledges that the development of personal contacts and relationships is an essential element of the Bank's business, that the Bank has invested considerable time and money in his development of such contacts and relationships, that the Bank could suffer irreparable harm if he were to leave employment and solicit the business of Bank's customersemployed by Curbline TRS, and that it is reasonable to protect the Bank against competitive activities by Executive. Executive covenants and agrees, in recognition of the foregoing and in consideration of the mutual promises contained herein, that in the event of a voluntary termination of employment by Executive pursuant to Section 5(iii), or upon expiration of this Agreement as a result of Executive's election not to continue automatic annual renewals, Executive shall not accept employment in La Crosse, Dane or St. Croix counties with any Significant Competitor of the Bank for a period of eighteen 12 months thereafter, Executive will not, directly or indirectly, own, manage, control, or participate in the ownership, management, or control of, or be employed or engaged by or otherwise affiliated or associated as a consultant, independent contractor, or otherwise with the entities that are originally part of Curbline’s relative total shareholder return peer group, as most recently (18but no later than as of the date of Executive’s termination of employment) months following designated with respect to (a) performance-based awards granted to Executive or (b) performance-based awards granted to the CEO if, as of such terminationdate of Executive’s termination of employment, Executive has not yet been granted any performance-based awards; provided, however, that the ownership by Executive of not more than three percent of any class of publicly traded securities of any entity will not be deemed a violation of this Section 12.1 (such restriction that applies post-employment, the “Post-Termination Restriction”). For purposes Notwithstanding anything in this Section 12.1 to the contrary, if the inclusion of the Post-Termination Restriction in this Agreement becomes prohibited by the law applicable to this Agreement, the term Significant Competitor means any financial institution includingthen such Post-Termination Restriction shall be deemed inoperative and severed from this Agreement, but with this Agreement further interpreted and operated as if such Post-Termination Restriction was not limited to, any commercial bank, savings bank, savings and loan association, credit union, or mortgage banking corporation which, at the time of termination of Executive's employment or during the period of included in this covenant not to compete, (i) maintains a home, branch or other office in any of said counties, or (ii) has originated within any of said counties $10,000,000 or more in residential mortgage loans during any consecutive twelve (12) month period within the thirty-six (36) months prior to Executive's termination and inclusive Agreement as of the period covered by this covenantEffective Date. Executive agrees that the non-competition provisions set forth herein are necessary for the protection of the Bank and are reasonably limited as to (i) the scope of activities affected, (ii) their duration and geographic scope, and (iii) their effect on Executive and the public. In This provision shall not apply in the event Executive violates is employed as outside counsel solely in her capacity as an attorney and her responsibilities are limited only to the non-competition practice of law. Curbline is aware that the ethics rules governing the conduct of attorneys may include provisions set forth herein, Bank shall be entitled, in addition which apply to its other legal remedies, agreements by an attorney to enjoin the employment restrict her right to practice law. The provisions of Executive with any Significant Competitor for the period set forth herein. If Executive violates this covenant and the Bank brings legal action for injunctive or other relief, the Bank shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the full period of the restrictive covenant. Accordingly, the covenant paragraph shall be deemed modified and amended to have the duration specified herein, computed from the date such relief is granted, but reduced by any period between commencement of the period and the date of the first violation. In addition extent required to conform to such other relief as may attorney ethics rules. Notwithstanding anything to the contrary contained in this Section 12.1, to the extent that Executive’s employment with Curbline TRS terminates during the Remaining SITE Service Period, then: (a) references in this Section 12.1 to “Curbline” will be awarded, if the Bank is the prevailing party it shall deemed references to “SITE Centers”; and (b) reference in this Section 12.1 to “CEO” will be entitled deemed references to reimbursement for all reasonable costs, including attorneys' fees, incurred in enforcing its rights hereunder“SITE CEO”.

Noncompetition. Executive acknowledges that the development of personal contacts and relationships is an essential element of the BankCompany's business, that the Bank Company has invested considerable time and money in his development of such contacts and relationships, that the Bank Company could suffer irreparable harm if he were to leave employment and solicit the business of customers of the Company or Bank's customers, and that it is reasonable to protect the Company and Bank against competitive activities by Executive. Executive covenants and agrees, in recognition of the foregoing and in consideration of the mutual promises contained herein, that in the event of a voluntary termination of employment by Executive pursuant to Section 5(iii)) of the Bank Agreement, or upon expiration of this the Bank Agreement as a result of Executive's election not to continue automatic annual renewals, Executive shall not accept employment in La CrosseLaCrosse, Dane or St. Croix counties with any Significant Competitor of the Company or Bank for a period of eighteen (18) months following such termination. For purposes of this Agreement, the term Significant Competitor means any financial institution including, but not limited to, any commercial bank, savings bank, savings and loan association, credit union, or mortgage banking corporation whichcorporation, or holding company for any of the foregoing, which at the time of termination of Executive's employment employment, or during the period of this covenant not to compete, (i) maintains a home, branch or other office in any of said counties, or (ii) has originated within with any of said counties $10,000,000 or more in residential mortgage loans during any consecutive twelve (12) month period within the thirty-six (36) months prior to Executive's termination and inclusive of the period covered by this covenant. Executive agrees that the non-competition provisions set forth herein are necessary for the protection of the Company and the Bank and are reasonably limited as to (i) the scope of activities affected, (ii) their duration and geographic scope, and (iii) their effect on Executive and the public. In the event Executive violates the non-competition provisions set forth herein, Bank the Company shall be entitled, in addition to its other legal remedies, to enjoin the employment of Executive with any Significant Competitor for the period set forth herein. If Executive violates this covenant and the Bank Company brings legal action for injunctive or other relief, the Bank Company shall not, as a result of the 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 such relief is granted, but reduced by any period between commencement of the period and the date of the first violation. In addition to such other relief as may be awarded, if the Bank is the prevailing party it shall be entitled to reimbursement for all reasonable costs, including attorneys' fees, incurred in enforcing its rights hereunder.the

Noncompetition. Executive acknowledges that he performs services of a unique nature for the development of personal contacts and relationships is an essential element of the Bank's business, Company that the Bank has invested considerable time and money in his development of such contacts and relationships, that the Bank could suffer irreparable harm if he were to leave employment and solicit the business of Bank's customersare irreplaceable, and that it is reasonable his performance of such services to protect a competing business will result in irreparable harm to the Bank against competitive activities by Company. Accordingly, during Executive. Executive covenants and agrees, in recognition ’s service as Chairman of the foregoing Board and in consideration of the mutual promises contained herein, that in the event of a voluntary termination of employment by Executive pursuant to Section 5(iii), or upon expiration of this Agreement as a result of Executive's election not to continue automatic annual renewals, Executive shall not accept employment in La Crosse, Dane or St. Croix counties with any Significant Competitor of the Bank for a period of eighteen one (181) months following such termination. For purposes year thereafter (but subject to extension, as provided below) Executive shall not, directly or indirectly, own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services to any person, firm, corporation or other entity, in whatever form, engaged in any business of this Agreement, the term Significant Competitor means same type as any financial institution including, but not limited to, business in which the Company or any commercial bank, savings bank, savings and loan association, credit union, of its subsidiaries or mortgage banking corporation which, at affiliates is engaged on the time date of termination of Executive's employment his service as Chairman of the Board or during in which they have proposed, on or prior to such date, to be engaged in on or after such date, in any locale of any country in which the period Company or its subsidiaries conducts business. The foregoing shall not prevent Executive from owning not more than one percent of the total shares of all classes of stock outstanding of any publicly held entity engaged in such business, nor will it restrict Executive from rendering services to charitable organizations, as such term is defined in Section 501(c) of the Internal Revenue Code of 1986, as amended. Notwithstanding the foregoing, the Company may, at its option, extend the duration of this restrictive covenant not for up to compete, (i) maintains a home, branch or other office in any of said counties, or (ii) has originated within any of said counties $10,000,000 or more in residential mortgage loans during any consecutive twelve (12) month period within the thirty-six (36) additional months prior to Executive's following termination and inclusive of the period covered by this covenantExecutive’s service as Chairman of the Board (for a total of up to twenty-four (24) months) upon notice given to the Executive at any time within ninety (90) days following such termination, and the Company’s written agreement to pay Executive additional severance for the duration of the extension at the rate provided in Section 4(f), below. The Executive acknowledges the legitimate the Company interests which the restrictive covenants set forth above are designed to protect. The Executive further agrees that the non-competition provisions restrictive covenants set forth herein above are necessary for the protection of the Bank reasonable in their scope and duration, and are reasonably limited as to (i) the scope of activities affected, (ii) their duration and geographic scope, and (iii) their effect on Executive and the public. In the event Executive violates the non-competition provisions set forth herein, Bank shall be entitled, in addition to its other legal remedies, to enjoin the employment of Executive with any Significant Competitor for the period set forth herein. If Executive violates this covenant and the Bank brings legal action for injunctive or other relief, the Bank shall not, as a result of the 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 such relief is granted, but reduced supported by any period between commencement of the period and the date of the first violation. In addition to such other relief as may be awarded, if the Bank is the prevailing party it shall be entitled to reimbursement for all reasonable costsadequate consideration, including attorneys' fees, incurred in enforcing its rights hereunderbut not limited to the benefits originally provided under the Employment Agreement and this Agreement.

Noncompetition. (a) Subject to the provisions of Section 14(b) below 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 Executive acknowledges that may be eligible in accordance with the development of personal contacts and relationships is an essential element terms hereof, may be forfeited, whether or not in pay status, at the discretion of the Bank's businessCompany, that if the Bank has invested considerable Executive at any time and money in his development of such contacts and relationships, that without the Bank could suffer irreparable harm if he were to leave employment and solicit the business of Bank's customers, and that it is reasonable to protect the Bank against competitive activities by Executive. Executive covenants and agrees, in recognition consent of the foregoing Company "establishes a relationship with a competitor" or "engages in an activity" which is in conflict with or adverse to the interest of the Company, all within the meaning of the Non-Competition Guideline referred to below (a "Competitive Activity"). The payments, benefits and other entitlements hereunder are being made in part in consideration of the mutual promises contained hereinobligations of this Section 14 and in particular the post-employment payments, benefits and other entitlements are being made in consideration of, and dependent upon, compliance with this Section 14(a) and, to the extent set forth in Section 14(e), the Release and Agreement referred to in Section 14(e). Exhibit F is a copy of the Non-Competition Guideline. (b) Anything in Section 14(a) 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 Competitive Activity, provided that the foregoing prior notice procedure shall not be required with respect to (x) a Competitive Activity which the Executive initiated after the Company had informed the Executive in writing that it believed such Competitive Activity violated Section 14(a) or the AT&T Non-Competition Guideline, (y) any Competitive Activity regarding local, regional or long distance telephone services or other products or services which are part of a line of business which represents more than 5% percent of the Company's consolidated gross revenues for its most recent completed fiscal year at the time the Competitive Activity commences. (c) Nothing in this Section 14 shall prohibit the Executive from being a passive owner of not more than one percent of the outstanding common stock, capital stock and equity of any firm, corporation or enterprise so long as the Executive has no active participation in the event management of business of such firm, corporation or enterprise. (d) If the restrictions stated herein are found by a voluntary termination of employment court to be unreasonable, the parties hereto agree that the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area and that the court shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by Executive law. (e) Any payments or benefits made pursuant to Section 5(iii)12 are: (1) subject to the provisions, restrictions and limitations of Section 14 above, but not otherwise subject to offset or upon expiration mitigation, (2) subject to the Executive's signing a Release and Agreement not to xxx the company in the form of this Exhibit G hereto with such changes therein or additions thereto as needed under then applicable law to give effect to the intent of the Release and Agreement as a result and (3) receipt of Executive's election not to continue automatic annual renewalsresignation from all offices, Executive directorships and fiduciary positions with the Company, its Affiliates and their respective benefit plans. Notwithstanding the due date of any post-employment payment, any amounts due under Section 12 shall not accept employment in La Crosse, Dane or St. Croix counties be due until after the end of any applicable revocation period with regard to the Release and Agreement. (f) In no event shall the Executive be required to repay to the Company any Significant Competitor of amount previously received by the Bank for a period of eighteen (18) months following such termination. For purposes of this Agreement, the term Significant Competitor means any financial institution including, but not limited to, any commercial bank, savings bank, savings and loan association, credit union, or mortgage banking corporation which, at the time of termination of Executive's employment or during the period of this covenant not to compete, (i) maintains a home, branch or other office in any of said counties, or (ii) has originated within any of said counties $10,000,000 or more in residential mortgage loans during any consecutive twelve (12) month period within the thirty-six (36) months prior to Executive's termination and inclusive of the period covered by this covenant. Executive agrees that the non-competition provisions set forth herein are necessary for the protection of the Bank and are reasonably limited as to (i) the scope of activities affected, (ii) their duration and geographic scope, and (iii) their effect on Executive and the public. In the event Executive violates the non-competition provisions set forth herein, Bank shall be entitled, in addition to its other legal remedies, to enjoin the employment of Executive with any Significant Competitor for the period set forth herein. If Executive violates this covenant and the Bank brings legal action for injunctive or other relief, the Bank shall not, as a result of the 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 such relief is grantedCompany, but reduced except to the extent required by any period between commencement of the period and the date of the first violation. In addition to such other relief as may be awarded, if the Bank is the prevailing party it shall be entitled to reimbursement for all reasonable costs, including attorneys' fees, incurred in enforcing its rights hereunderAT&T Non-Competition Guideline.

Noncompetition. The Executive acknowledges and agrees that he will not, at any time during the development of personal contacts and relationships is an essential element existence of the employment relationship between the Company or Bank's business, that directly or indirectly engage in competition with the Company or Bank, and the Executive will not on his own behalf, or as another’s agent, employee, partner, shareholder or otherwise, engage in any of the same or similar duties and/or responsibilities required by the Executive’s positions with the Company and the Bank, other than as an employee of the Company or the Bank has invested considerable time and money in his development pursuant to this Agreement, or as specifically approved by the Board of such contacts and relationships, that the Bank could suffer irreparable harm if he were to leave employment and solicit the business of Bank's customers, and that it is reasonable to protect the Bank against competitive activities by ExecutiveDirectors. The Executive covenants and agrees, in recognition agrees that for a period of the foregoing and in consideration of the mutual promises contained herein, that in the event of one year subsequent to a voluntary termination of employment by Executive pursuant to Section 5(iii), or upon expiration of this Agreement by the Executive, other than as a result of Executive's election not to continue automatic annual renewalsa “constructive termination” as defined in Paragraph 17, the Executive shall not accept employment directly or indirectly engage in La Crossecompetition with the Company or the Bank, Dane within Oakland County (herein after referred to as the “post voluntary termination non compete area”) and the Executive will not on his own behalf, or St. Croix counties with as another’s agent, employee, partner, shareholder or otherwise, engage, within the post voluntary termination non compete area in any Significant Competitor of the Bank for a period same or similar duties and/or responsibilities required by the Executive’s positions with the Company or the Bank. The Executive acknowledges and agrees that the rights provided by this Paragraph to the Company are cumulative with other rights granted the Company under this Agreement. The Company covenants and agrees that if it chooses to enforce the provisions of eighteen this Paragraph, the Executive shall be entitled to payment of $140,000.00 or the equivalent of the Executive’s then current annual salary, whichever is greater, less statutory payroll deductions, payable in twenty-four (1824) months following such terminationequal disbursements in accordance with the Company’s ordinary payroll policies and procedures, beginning with the first payroll after the termination becomes effective. For purposes If the Company believes, in good faith after consultation with its counsel, that Executive is in violation or breach of this Agreement, the term Significant Competitor means any financial institution Company may refuse to make further non-compete payments under this Paragraph 12 and may seek full restitution of all non-compete payments previously paid by the Company to Executive up to and including the date of such violation or breach by Executive. The Executive also acknowledges and agrees that in exchange for the non competition agreement set forth in this Paragraph, the Executive will receive substantial, valuable consideration including, but not limited to, any commercial bank, savings bank, savings and loan association, credit union, or mortgage banking corporation which, at the time of termination of Executive's employment or during the period of this covenant not to compete, : (i) maintains a homeconfidential trade secret and proprietary information relating to the identity and special needs of the Company’s and Bank’s current and prospective customers, branch or other office in any of said countiesthe Company’s and Bank’s current and prospective services, or the Company’s and Bank’s business projections and market studies, the Company’s and Bank’s business plans and strategies, the Company’s and Bank’s studies and information concerning special services unique to the Company and the Bank; (ii) has originated within any of said counties $10,000,000 or more employment; and (iii) compensation and benefits as described in residential mortgage loans during any consecutive twelve (12) month period within the thirty-six (36) months prior to Executive's termination and inclusive of the period covered by this covenantAgreement. Executive acknowledges and agrees that the non-competition provisions restriction set forth herein above is ancillary to an otherwise enforceable agreement and supported by independent valuable consideration as required by law. Executive further acknowledges and agrees that the limitations as to time, geographical area, and scope of activity to be restrained by this Paragraph are reasonable and acceptable to him, and do not impose any greater restraint than is reasonably necessary for to protect the protection goodwill and other business interests of the Bank and are reasonably limited as to (i) the scope of activities affected, (ii) their duration and geographic scope, and (iii) their effect on Executive Company and the publicBank. In Executive acknowledges and agrees that the event primary purpose of the restrictive covenants contained herein is to protect the proprietary information and goodwill of the Company and the Bank. Executive violates acknowledges and agrees that if, at some later date, a court of competent jurisdiction determines that the non-competition provisions agreement set forth herein, Bank shall be entitled, in addition to its other legal remedies, to enjoin this Paragraph does not meet the employment of Executive with any Significant Competitor for the period criteria set forth hereinby law, this paragraph may be reformed by the court and enforced to the maximum extent permitted under the laws of the State of Michigan. If Executive violates this covenant and the Bank brings legal action for injunctive or other relief, the Bank shall not, as a result is found to have violated any of the time involved in obtaining such relief, be deprived provisions of the benefit non competition covenants contained herein, Executive agrees that the restrictive period of each covenant so violated shall be extended by a period of time equal to the full period of such violation by Executive. It is the intent of this Paragraph that the running of the restrictive covenant. Accordingly, the period of any covenant shall be deemed to have the duration specified herein, computed from the date such relief is granted, but reduced by tolled during any period between commencement of violation of such covenant so that the period Company may obtain the full and the date of the first violation. In addition to such other relief as reasonable protection for which it contracted and so that Executive may be awarded, if the Bank is the prevailing party it shall be entitled to reimbursement for all reasonable costs, including attorneys' fees, incurred in enforcing its rights hereundernot profit by breach thereof.

Noncompetition. Executive acknowledges that the development of personal contacts and relationships is an essential element of the Bank's business, that the Bank has invested considerable time and money in his development of such contacts and relationships, that the Bank could suffer irreparable harm if he were to leave employment and solicit the business of the Bank's customers, and that it is reasonable to protect the Bank against competitive activities by Executive. Executive covenants and agrees, in recognition of the foregoing and in consideration of the mutual promises contained herein, that in the event of a voluntary termination of employment by Executive pursuant to Section 5(iii), or upon expiration of this Agreement as a result of Executive's election not to continue automatic annual renewals, Executive shall not accept employment in La Crosse, Dane or St. Croix counties with any Significant Competitor of the Bank for a period of eighteen (18) months following such terminationtermination in any county in which the Bank both (i) has deposits of $50,000,000 or more, and (ii) has originated mortgage loans of $100,000,000 or more during any consecutive twelve (12) month period within the past twenty-four (24) months. For purposes of this Agreement, the term Significant Competitor means any financial institution including, but not limited to, any commercial bank, savings bank, savings and loan association, credit union, or mortgage banking corporation which, at the time of termination of Executive's employment or during the period of this covenant not to compete, (i) maintains a home, branch or other office in any of said counties, or (ii) has originated within any of said counties $10,000,000 or more in residential mortgage loans during any consecutive twelve (12) month period within the thirty-six (36) months prior to Executive's termination and inclusive of the period covered by this covenantcorporation. Executive agrees that the non-competition provisions set forth herein are necessary for the protection of the Bank and are reasonably limited as to (i) the scope of activities affected, (ii) their duration and geographic scope, and (iii) their effect on Executive and the public. In the event Executive violates the non-competition provisions set forth herein, Bank shall be entitled, in addition to its other legal remedies, to enjoin the employment of Executive with any Significant Competitor for the period set forth herein. If Executive violates this covenant and the Bank brings legal action for injunctive or other relief, the Bank shall not, as a result of the 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 such relief is granted, but reduced by any period between commencement of the period and the date of the first violation. In addition to such other relief as may be awarded, if the Bank is the prevailing party it shall be entitled to reimbursement for all reasonable costs, including attorneys' fees, incurred in enforcing its rights hereunder.