Common use of Post-Employment Clause in Contracts

Post-Employment. The provisions of this Section 17.2 shall not be binding on the Executive (and shall become of no further force or effect) after a Change in Control shall have occurred. The Executive agrees that during the one-year period following termination of the Executive’s Employment for any reason (the “Noncompetition Period”), the Executive will not, directly or indirectly, (i) become a director, officer, employee, principal, agent, consultant or independent contractor of any insured depository institution, trust company or parent holding company of any such institution or company which has an office in any city or town in which the Bank maintains an office (a “Competing Business”), provided, however, that this provision shall not prohibit the Executive from (x) owning bonds, non-voting preferred stock or up to five percent (5%) of the outstanding common stock of any such entity if such common stock is publicly traded and (y) being employed by a Competing Business outside of such cities and towns so long as the Executive is in compliance with the provisions of the remainder of this Section 17.2. During the Noncompetition Period, the Executive will not, directly or indirectly, (i) solicit or encourage any person who was employed by any Employer on the date of termination of the Executive’s employment to leave his or her employment at any Employer, or (ii) encourage or assist any person with whom the Executive has an employment or consulting or other similar relationship in identifying, recruiting or soliciting any commercial loan officer or relationship manager who was employed by any Employer on the date of termination of the Executive’s employment (“Termination Date”), or (iii) assist such person in formulating an employment package for such officer or manager to the extent such assistance involves the use of confidential information (as that term is defined in Section 14). The provisions of this Section 17.2 shall not be construed to prohibit any person who employs the Executive as an employee or consultant from advertising generally for employees in the markets served by any Employer or from hiring any candidate, whether or not such person was employed by an Employer, so long as the Executive does not breach the covenants set forth in this Section 17.2. During the Noncompetition Period, the Executive will not, directly or indirectly, solicit or encourage or assist others to solicit any business from any person or entity which, together with its affiliates, had commercial loans outstanding from the Bank which in the aggregate amounted to $1,000,000 or more at any time within the six-month period prior to the Termination Date (“Commercial Loan Customers”). This Section 17.2 shall not be construed to prohibit any of the Executive’s future employers from making general public announcements to the effect that the Executive has become affiliated with such new employer or holding receptions to introduce the Executive to persons other than Commercial Loan Customers. The Executive agrees to inform any potential new employer of the covenant set forth in this Section 17.2 prior to accepting employment during the Noncompetition Period.

Post-Employment. The provisions of this Section 17.2 3.12(b) shall not be binding on the Executive (and shall become of no further force or effect) after a Change in Control shall have occurred, or in the event that the Employer has terminated the Executive’s employment without Specially-Defined Cause. The Executive agrees that during the one-year period following termination of the Executive’s Employment employment for any reason (the “Noncompetition Period”), the Executive will not, directly or indirectly, (i) become a director, officer, employee, principal, agent, consultant or independent contractor of any insured depository institution, trust company or parent holding company of any such institution or company which has an office in any city or town in which the Bank maintains an office (a “Competing Business”), provided, however, that this provision shall not prohibit the Executive from (x) owning bonds, non-voting preferred stock or up to five percent (5%) of the outstanding common stock of any such entity if such common stock is publicly traded and (y) being employed by a Competing Business outside of such cities and towns so long as the Executive is in compliance with the provisions of the remainder of this Section 17.23.12(b). During the Noncompetition Period, the Executive will not, directly or indirectly, (i) solicit or encourage any person who was employed by any Employer on the date of termination of the Executive’s employment to leave his or her employment at any Employer, or (ii) encourage or assist any person with whom the Executive has an employment or consulting or other similar relationship in identifying, recruiting or soliciting any commercial loan officer or relationship manager who was employed by any Employer on the date of termination of the Executive’s employment (“Termination Date”), or (iii) assist such person in formulating an employment package for such officer or manager to the extent such assistance involves the use of confidential information (as that term is defined in Section 14that certain Employment Agreement between the Executive and the Holding Company). The provisions of this Section 17.2 3.12(b) shall not be construed to prohibit any person who employs the Executive as an employee or consultant from advertising generally for employees in the markets served by any Employer or from hiring any candidate, whether or not such person was employed by an Employer, so long as the Executive does not breach the covenants set forth in this Section 17.23.12(b). During the Noncompetition Period, the Executive will not, directly or indirectly, solicit or encourage or assist others to solicit any business from any person or entity which, together with its affiliates, had commercial loans outstanding from the Bank which in the aggregate amounted to $1,000,000 or more at any time within the six-month period prior to the Termination Date (“Commercial Loan Customers”). This Section 17.2 3.12(b) shall not be construed to prohibit any of the Executive’s future employers from making general public announcements to the effect that the Executive has become affiliated with such new employer or holding receptions to introduce the Executive to persons other than Commercial Loan Customers. The Executive agrees to inform any potential new employer of the covenant set forth in this Section 17.2 3.12(b) prior to accepting employment during the Noncompetition Period.

Post-Employment. The provisions of this Section 17.2 shall not be binding on the Executive (and shall become of no further force or effect) after a Change in Control shall have occurred. The Executive agrees that during the one-year period following termination of the Executive’s 's Employment for any reason (the “Noncompetition Period”"NONCOMPETITION PERIOD"), the Executive will not, directly or indirectly, (i) become a director, officer, employee, principal, agent, consultant or independent contractor of any insured depository institution, trust company or parent holding company of any such institution or company which has an office in any city or town in which the Bank maintains an office (a “Competing Business”"COMPETING BUSINESS"), provided, however, that this provision shall not prohibit the Executive from (x) owning bonds, non-voting preferred stock or up to five percent (5%) of the outstanding common stock of any such entity if such common stock is publicly traded and (y) being employed by a Competing Business outside of such cities and towns so long as the Executive is in compliance with the provisions of the remainder of this Section 17.2. During the Noncompetition Period, the Executive will not, directly or indirectly, (i) solicit or encourage any person who was employed by any Employer on the date of termination of the Executive’s 's employment to leave his or her employment at any Employer, or (ii) encourage or assist any person with whom the Executive has an employment or consulting or other similar relationship in identifying, recruiting or soliciting any commercial loan officer or relationship manager who was employed by any Employer on the date of termination of the Executive’s 's employment (“Termination Date”"TERMINATION DATE"), or (iii) assist such person in formulating an employment package for such officer or manager to the extent such assistance involves the use of confidential information (as that term is defined in Section 14). The provisions of this Section 17.2 shall not be construed to prohibit any person who employs the Executive as an employee or consultant from advertising generally for employees in the markets served by any Employer or from hiring any candidate, whether or not such person was employed by an Employer, so long as the Executive does not breach the covenants set forth in this Section 17.2. During the Noncompetition Period, the Executive will not, directly or indirectly, solicit or encourage or assist others to solicit any business from any person or entity which, together with its affiliates, had commercial loans outstanding from the Bank which in the aggregate amounted to $1,000,000 or more at any time within the six-month period prior to the Termination Date (“Commercial Loan Customers”"COMMERCIAL LOAN CUSTOMERS"). This Section 17.2 shall not be construed to prohibit any of the Executive’s 's future employers from making general public announcements to the effect that the Executive has become affiliated with such new employer or holding receptions to introduce the Executive to persons other than Commercial Loan Customers. The Executive agrees to inform any potential new employer of the covenant set forth in this Section 17.2 prior to accepting employment during the Noncompetition Period.

Post-Employment. The provisions of this Section 17.2 shall not be binding on the Executive (and shall become of no further force or effect) after a Change in Control shall have occurred. The Executive agrees that during the one-year period following termination of the Executive’s 's Employment for any reason (the “Noncompetition Period”"NONCOMPETITION PERIOD"), the Executive will not, directly or indirectly, (i) become a director, officer, employee, principal, agent, consultant or independent contractor of any insured depository institution, trust company or parent holding company of any such institution or company which has an office in any city or town in which the Bank maintains an office (a “Competing Business”"COMPETING BUSINESS"), provided, however, that this provision shall not prohibit the Executive from (x) owning bonds, non-voting preferred stock or up to five percent (5%) of the outstanding common stock of any such entity if such common stock is publicly traded and (y) being employed by a Competing Business outside of such cities and towns so long as the Executive is in compliance with the provisions of the remainder of this Section 17.2. During the Noncompetition Period, the Executive will not, directly or indirectly, (i) solicit or encourage any person who was employed by any Employer on the date of termination of the Executive’s 's employment to leave his or her employment at any Employer, or (ii) encourage or assist any person with whom the Executive has an employment or consulting or other similar relationship in identifying, recruiting or soliciting any commercial loan officer or relationship manager who was employed by any Employer on the date of termination of the Executive’s 's employment (“Termination Date”"TERMINATION DATE"), or (iii) assist such person in formulating an employment package for such officer or manager to the extent such assistance involves the use of confidential information (as that term is defined in Section 14). The provisions of this Section 17.2 shall not be construed to prohibit any person who employs the Executive as an employee or consultant from advertising generally for employees in the markets served by any Employer or from hiring any candidate, whether or not such person was employed by an Employer, so long as the Executive does not breach the covenants set forth in this Section 17.2. During the Noncompetition Period, the Executive will not, directly or indirectly, solicit or encourage or assist others to solicit any business from any person or entity which, together with its affiliates, had commercial loans outstanding from the Bank which in the aggregate amounted to $1,000,000 or more at any time within the six-month period prior to the Termination Date (“Commercial Loan Customers”"COMMERCIAL LOAN CUSTOMERS"). This Section 17.2 shall not be construed to prohibit any of the Executive’s future employers from making general public announcements to the effect that the Executive has become affiliated with such new employer or holding receptions to introduce the Executive to persons other than Commercial Loan Customers. The Executive agrees to inform any potential new employer of the covenant set forth in this Section 17.2 prior to accepting employment during the Noncompetition Period.This

Post-Employment. The provisions of this Section 17.2 15.2 shall not be binding on the Executive (and shall become of no further force or effect) after a Change in Control shall have occurred. The Executive agrees that during the one-year period following termination of the Executive’s 's Employment for any reason (the “Noncompetition Period”"NONCOMPETITION PERIOD"), the Executive will not, directly or indirectly, (i) become a director, officer, employee, principal, agent, consultant or independent contractor of any insured depository institution, trust company or parent holding company of any such institution or company which has an office in any city or town in which the Bank maintains an office (a “Competing Business”"COMPETING BUSINESS"), provided, however, that this provision shall not prohibit the Executive from (x) owning bonds, non-voting preferred stock or up to five percent (5%) of the outstanding common stock of any such entity if such common stock is publicly traded and (y) being employed by a Competing Business outside of such cities and towns so long as the Executive is in compliance with the provisions of the remainder of this Section 17.215.2. During the Noncompetition Period, the Executive will not, directly or indirectly, (i) solicit or encourage any person who was employed by any Employer on the date of termination of the Executive’s 's employment to leave his or her employment at any Employer, or (ii) encourage or assist any person with whom the Executive has an employment or consulting or other similar relationship in identifying, recruiting or soliciting any commercial loan officer or relationship manager who was employed by any Employer on the date of termination of the Executive’s 's employment (“Termination Date”"TERMINATION DATE"), or (iii) assist such person in formulating an employment package for such officer or manager to the extent such assistance involves the use of confidential information (as that term is defined in Section 1413). The provisions of this Section 17.2 15.2 shall not be construed to prohibit any person who employs the Executive as an employee or consultant from advertising generally for employees in the markets served by any Employer or from hiring any candidate, whether or not such person was employed by an Employer, so long as the Executive does not breach the covenants set forth in this Section 17.2. During the Noncompetition Period, the Executive will not, directly or indirectly, solicit or encourage or assist others to solicit any business from any person or entity which, together with its affiliates, had commercial loans outstanding from the Bank which in the aggregate amounted to $1,000,000 or more at any time within the six-month period prior to the Termination Date (“Commercial Loan Customers”). This Section 17.2 shall not be construed to prohibit any of the Executive’s future employers from making general public announcements to the effect that the Executive has become affiliated with such new employer or holding receptions to introduce the Executive to persons other than Commercial Loan Customers. The Executive agrees to inform any potential new employer of the covenant set forth in this Section 17.2 prior to accepting employment during the Noncompetition Period15.

Post-Employment. The provisions OBLIGATIONS In consideration of this Section 17.2 shall not be binding on the payments made to the Executive herein, the Executive agrees as follows: (a) The Executive agrees that his services hereunder are of a special, unique, extraordinary and intellectual character, and his position with the Company places him in a position of confidence and trust with employees, suppliers and clients of the Company. The Executive further agrees and acknowledges that in the course of the Executive's employment with the Company, the Executive has been and will be privy to Confidential Information. The Executive consequently agrees that it is reasonable and necessary for the protection of the trade secrets, goodwill and business of the Company that the Executive make the covenants contained herein. Accordingly, the Executive agrees that he shall become not, without the prior written consent of no further force the Company, directly or effectindirectly, and regardless of the reason for his ceasing to be employed by the Company (other than a termination by the Executive pursuant to Section 2(b)(iii) after or by the Company for any reason other than Cause): (i) for a Change period of two years from the Date of Termination, hereinafter referred to as the "Restrictive Period", own or hold any proprietary interest in, or be employed by or receive remuneration from, any corporation, partnership, sole proprietorship or other entity engaged in Control shall have occurredcompetition with the Company or any of the Company's subsidiaries or affiliates (hereinafter referred to as a "Competitor") in the "Territory", other than severance-type or retirement-type benefits from entities constituting prior employers of the Executive. The Executive agrees that during such Restrictive Period he will not solicit the one-year period following termination account of any Competitor, any customer or client of the Executive’s Employment for any reason (the “Noncompetition Period”), the Executive will not, directly Company or indirectly, (i) become a director, officer, employee, principal, agent, consultant its subsidiaries or independent contractor of any insured depository institution, trust company or parent holding company of any such institution or company which has an office in any city or town in which the Bank maintains an office (a “Competing Business”), provided, however, that this provision shall not prohibit the Executive from (x) owning bonds, non-voting preferred stock or up to five percent (5%) of the outstanding common stock of any such entity if such common stock is publicly traded and (y) being employed by a Competing Business outside of such cities and towns so long as the Executive is in compliance with the provisions of the remainder of this Section 17.2. During the Noncompetition Period, the Executive will not, directly or indirectly, (i) solicit or encourage any person who was employed by any Employer on the date of termination of the Executive’s employment to leave his or her employment at any Employeraffiliates, or any entity or individual that was such a customer or client during the twenty four (24) month period immediately proceeding the Restrictive period. (ii) encourage during the Restrictive Period act on behalf of any Competitor to interfere with the relationship between the Company or assist any person with whom the Executive has an employment their subsidiaries or consulting or other similar relationship in identifying, recruiting or soliciting any commercial loan officer or relationship manager who was employed by any Employer on the date of termination of the Executive’s employment (“Termination Date”), or affiliates and their employees. (iii) assist such person in formulating an employment package for such officer during the Restrictive Period hire, solicit nor induce to leave any employee or manager to consultant of the extent such assistance involves Company or any employee or consultant of the use of confidential information (as that term is defined in Section 14). The provisions of this Section 17.2 shall not be construed to prohibit any person Company who employs the Executive as was an employee or consultant from advertising generally for employees in of the markets served by any Employer or from hiring any candidate, whether or not such person was employed by an Employer, so long as Company during the Executive does not breach the covenants set forth in this Section 17.2. During the Noncompetition Period, the Executive will not, directly or indirectly, solicit or encourage or assist others to solicit any business from any person or entity which, together with its affiliates, had commercial loans outstanding from the Bank which in the aggregate amounted to $1,000,000 or more at any time within the six-twelve (12) month period prior to immediately proceeding the Termination Date (“Commercial Loan Customers”). This Section 17.2 shall not be construed to prohibit any of the Executive’s future employers from making general public announcements to the effect that the Executive has become affiliated with such new employer or holding receptions to introduce the Executive to persons other than Commercial Loan Customers. The Executive agrees to inform any potential new employer of the covenant set forth in this Section 17.2 prior to accepting employment during the Noncompetition Restrictive Period.

Post-Employment. The provisions Obligations In consideration of this Section 17.2 shall not be binding on the payments made to the Executive herein, the Executive agrees as follows: (a) The Executive agrees that his services hereunder are of a special, unique, extraordinary and intellectual character, and his position with the Company places him in a position of confidence and trust with employees, suppliers and clients of the Company. The Executive further agrees and acknowledges that in the course of the Executive's employment with the Company, the Executive has been and will be privy to Confidential Information. The Executive consequently agrees that it is reasonable and necessary for the protection of the trade secrets, goodwill and business of the Company that the Executive make the covenants contained herein. Accordingly, the Executive agrees that he shall become not, without the prior written consent of no further force the Company, directly or effectindirectly, and regardless of the reason for his ceasing to be employed by the Company (other than a termination by the Executive pursuant to Section 2(b)(iii) after or by the Company for any reason other than Cause): (i) for a Change period of two years from the Date of Termination, hereinafter referred to as the "Restrictive Period", own or hold any proprietary interest in, or be employed by or receive remuneration from, any corporation, partnership, sole proprietorship or other entity engaged in Control shall have occurredcompetition with the Company or any of the Company's subsidiaries or affiliates (hereinafter referred to as a "Competitor") in the "Territory", other than severance-type or retirement-type benefits from entities constituting prior employers of the Executive. The Executive agrees that during such Restrictive Period he will not solicit the one-year period following termination account of any Competitor, any customer or client of the Executive’s Employment for any reason (the “Noncompetition Period”), the Executive will not, directly Company or indirectly, (i) become a director, officer, employee, principal, agent, consultant its subsidiaries or independent contractor of any insured depository institution, trust company or parent holding company of any such institution or company which has an office in any city or town in which the Bank maintains an office (a “Competing Business”), provided, however, that this provision shall not prohibit the Executive from (x) owning bonds, non-voting preferred stock or up to five percent (5%) of the outstanding common stock of any such entity if such common stock is publicly traded and (y) being employed by a Competing Business outside of such cities and towns so long as the Executive is in compliance with the provisions of the remainder of this Section 17.2. During the Noncompetition Period, the Executive will not, directly or indirectly, (i) solicit or encourage any person who was employed by any Employer on the date of termination of the Executive’s employment to leave his or her employment at any Employeraffiliates, or any entity or individual that was such a customer or client during the twenty four (24) month period immediately proceeding the Restrictive period. (ii) encourage during the Restrictive Period act on behalf of any Competitor to interfere with the relationship between the Company or assist any person with whom the Executive has an employment their subsidiaries or consulting or other similar relationship in identifying, recruiting or soliciting any commercial loan officer or relationship manager who was employed by any Employer on the date of termination of the Executive’s employment (“Termination Date”), or affiliates and their employees. (iii) assist such person in formulating an employment package for such officer during the Restrictive Period hire, solicit nor induce to leave any employee or manager to consultant of the extent such assistance involves Company or any employee or consultant of the use of confidential information (as that term is defined in Section 14). The provisions of this Section 17.2 shall not be construed to prohibit any person Company who employs the Executive as was an employee or consultant from advertising generally for employees in of the markets served by any Employer or from hiring any candidate, whether or not such person was employed by an Employer, so long as Company during the Executive does not breach the covenants set forth in this Section 17.2. During the Noncompetition Period, the Executive will not, directly or indirectly, solicit or encourage or assist others to solicit any business from any person or entity which, together with its affiliates, had commercial loans outstanding from the Bank which in the aggregate amounted to $1,000,000 or more at any time within the six-twelve (12) month period prior to immediately proceeding the Termination Date (“Commercial Loan Customers”). This Section 17.2 shall not be construed to prohibit any of the Executive’s future employers from making general public announcements to the effect that the Executive has become affiliated with such new employer or holding receptions to introduce the Executive to persons other than Commercial Loan Customers. The Executive agrees to inform any potential new employer of the covenant set forth in this Section 17.2 prior to accepting employment during the Noncompetition Restrictive Period.