Common use of POST-TERMINATION OBLIGATIONS Clause in Contracts

POST-TERMINATION OBLIGATIONS. (a) All payments and benefits to Executive under this Agreement shall be subject to Executive's compliance with paragraph (b) of this Section 9 during the term of this Agreement and for one (1) full year after the expiration or termination hereof. (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. (c) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the Bank. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities of the Bank 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 Thrift Supervision ("OTS"), the Federal Deposit Insurance Corporation (the "FDIC"), or other federal banking agency with jurisdiction over the Bank 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 exclusively derived from the business plans and activities of the Bank, and Executive may disclose any information regarding the Bank or the Company which is otherwise publicly available. In the event of a breach or threatened breach by the Executive of the provisions of this Section 9, 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.

POST-TERMINATION OBLIGATIONS. (a) All payments and benefits to Executive Officer under this Agreement shall be subject to ExecutiveOfficer's compliance with paragraph (b) of this Section 9 during the term of this Agreement and for one (1) full year after the expiration or termination hereof. (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. (c) Executive 9. Officer recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank Bank, the Company and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the BankBank and the Company. Executive Officer will not, during or after the term of his Officer’s employment, disclose any knowledge of the past, present, planned or considered business activities of the Bank Bank, the Company 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 Thrift Supervision ("OTS"), the Federal Deposit Insurance Corporation (the "FDIC"), or other federal banking agency with jurisdiction over the Bank or Executive)whatsoever. Notwithstanding the foregoing, Executive Officer may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Bank. Further, and Executive Officer may disclose any information regarding the business activities of the Bank or the Company which is otherwise publicly availableto supervisory governmental authorities pursuant to a formal regulatory request. In the event of a breach or threatened breach by the Executive Officer of the provisions of this Section 9Section, the Bank will be entitled to an injunction restraining Executive Officer 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 disclosed, or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Bank from pursuing pursing any other remedies available to the Bank for such breach or threatened breach, including the recovery of damages from ExecutiveOfficer.

POST-TERMINATION OBLIGATIONS. (a) All payments and benefits to Executive under this Agreement shall be subject to Executive's compliance with paragraph (b) of this Section 9 10 during the term of this Agreement and for one (1) full year after the expiration or termination hereof. (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. (c) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the Bank. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities of the Bank 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 Thrift Supervision ("OTS")Supervision, the Federal Deposit Insurance Corporation (the "FDIC")Corporation, or other federal banking agency with jurisdiction over the Bank 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 exclusively derived from the business plans and activities of the Bank, and Executive may disclose any information regarding the Bank or the Company which is otherwise publicly available. In the event of a breach or threatened breach by the Executive of the provisions of this Section 910, 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.

POST-TERMINATION OBLIGATIONS. (a) All payments and benefits to Executive under this Agreement shall be subject to Executive's compliance with paragraph (b) of this Section 9 10 during the term of this Agreement and for one (1) full year after the expiration or termination hereof. (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. (c) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the Bank. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities of the Bank 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 Thrift Supervision ("“OTS"”), the Federal Deposit Insurance Corporation (the "“FDIC"”), or other federal banking agency with jurisdiction over the Bank 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 exclusively derived from the business plans and activities of the Bank, and Executive may disclose any information regarding the Bank or the Company which is otherwise publicly available. In the event of a breach or threatened breach by the Executive of the provisions of this Section 9, 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.

POST-TERMINATION OBLIGATIONS. (a) As a material inducement for the Bank to enter into this Agreement, upon termination of this Agreement for any reason, other than the reasons set forth in Sections 5 or 6 of this Agreement, for a period of two (2) years from the Date of Termination (one year from the termination of the Agreement as a result of a Change in Control) Executive shall not at any time or place, either directly or indirectly, engage in any business or activity in competition with the business of the Bank, or be a director, officer or employee or consultant to any bank, savings bank, savings association or credit union, operating in Monroe County, if such entity has assets of less than $1.0 billion. (b) All payments and benefits to Executive under this Agreement shall be subject to Executive's compliance with paragraph (bc) of this Section 9 10 during the term of this Agreement and for one (1) full year after the expiration or termination hereof. (bc) 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. (cd) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the Bank. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities of the Bank 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 Thrift Supervision ("OTS"), the Federal Deposit Insurance Corporation (the "FDIC"), or other federal banking agency with jurisdiction over the Bank 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 exclusively derived from the business plans and activities of the Bank, and Executive may disclose any information regarding the Bank or the Company which is otherwise publicly available. In the event of a breach or threatened breach by the Executive of the provisions of this Section 910, 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.

POST-TERMINATION OBLIGATIONS. (a) All payments and benefits to Executive under this Agreement shall be subject to Executive's compliance with paragraph (b) of this Section 9 during the term of this Agreement and for one (1) full year after the expiration or termination hereof. (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. (c) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the Bank. Executive will not, during or after the term of his her employment, disclose any knowledge of the past, present, planned or considered business activities of the Bank 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 Thrift Supervision ("OTS"), the Federal Deposit Insurance Corporation (the "FDIC"), or other federal banking agency with jurisdiction over the Bank 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 exclusively derived from the business plans and activities of the Bank, and Executive may disclose any information regarding the Bank or the Company which is otherwise publicly available. In the event of a breach or threatened breach by the Executive of the provisions of this Section 9, 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.

POST-TERMINATION OBLIGATIONS. (a) All payments and benefits to Executive under this Agreement shall be subject to Executive's compliance with paragraph (b) of this Section 9 during the term of this Agreement and for one (1) full year after the expiration or termination hereof. (b) Executive shall, upon reasonable notice, furnish such information and assistance to the Bank Association as may reasonably be required by the Bank Association in connection with any litigation in which it or any of its subsidiaries or affiliates is, or may become, a party. (c) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank Association and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the BankAssociation. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities of the Bank Association 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 Thrift Supervision ("OTS")Supervision, the Federal Deposit Insurance Corporation (the "FDIC")Corporation, or other federal banking agency with jurisdiction over the Bank Association 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 exclusively derived from the business plans and activities of the BankAssociation, and Executive may disclose any information regarding the Bank Association or the Company which is otherwise publicly available. In the event of a breach or threatened breach by the Executive of the provisions of this Section 9, the Bank Association 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 Association 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 Association from pursuing any other remedies available to the Bank Association for such breach or threatened breach, including the recovery of damages from Executive.

POST-TERMINATION OBLIGATIONS. (a) All payments and benefits to Executive Officer under this Agreement shall be subject to Executive's Officer’s compliance with paragraph (b) of this Section 9 during the term of this Agreement and for one (1) full year after the expiration or termination hereof. (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. (c) Executive 9. Officer recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank Bank, the Company and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the BankBank and the Company. Executive Officer will not, during or after the term of his Officer’s employment, disclose any knowledge of the past, present, planned or considered business activities of the Bank Bank, the Company 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 Thrift Supervision ("OTS"), the Federal Deposit Insurance Corporation (the "FDIC"), or other federal banking agency with jurisdiction over the Bank or Executive)whatsoever. Notwithstanding the foregoing, Executive Officer may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Bank. Further, and Executive Officer may disclose any information regarding the business activities of the Bank or the Company which is otherwise publicly availableto supervisory governmental authorities pursuant to a formal regulatory request. In the event of a breach or threatened breach by the Executive Officer of the provisions of this Section 9Section, the Bank will be entitled to an injunction restraining Executive Officer 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 disclosed, or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Bank from pursuing pursing any other remedies available to the Bank for such breach or threatened breach, including the recovery of damages from ExecutiveOfficer.

POST-TERMINATION OBLIGATIONS. (a) 7.1 All payments and benefits to Executive under this Agreement shall be subject to Executive's ’s compliance with paragraph (b) of this Section 9 during the term of this Agreement subparagraphs 7.2, 7.3 and for one (1) full year after the expiration or termination hereof7.4. (b) 7.2 Executive shall, upon reasonable notice, furnish such information and assistance to the Bank Company as may reasonably be required by the Bank Company in connection with any litigation or governmental investigation in which it or any of its subsidiaries or affiliates is, or may become, a party. Executive shall not be entitled to any additional compensation for furnishing such information and assistance but shall be entitled to be reimbursed for all expenses reasonably incurred thereby. (c) 7.3 Executive recognizes and acknowledges that the his knowledge of the business activities and plans for business activities of the Bank Company and affiliates thereof, as it may exist from time to time-to-time, is a valuable, special and unique asset of the business of the BankCompany. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities of the Bank Company 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 whatsoever, unless compelled to be provided to the Office of Thrift Supervision ("OTS"), the Federal Deposit Insurance Corporation (the "FDIC"), do so by court or other federal banking regulatory agency with jurisdiction over the Bank or Executive)process. Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the BankCompany, and Executive may disclose any information regarding Company to third parties such as investment bankers and investors so long as to do so would not constitute the Bank or the Company which is otherwise publicly availablerelease of material, non-public information. In the event of a breach or threatened breach by the Executive of the provisions of this Section 97, the Bank Company 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 Company 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 Company from pursuing any other remedies available to the Bank Company for such breach or threatened breach, including the recovery of damages from Executive. Company acknowledges that following termination of this Agreement, Executive may seek employment with other financial institutions and agrees that Executive shall not, by virtue of seeking or accepting such employment, be deemed to automatically have disclosed or threatened to disclose any of his knowledge of the past, present, planned or considered business activities of Company of its affiliates. 7.4 For a period of one year after Executive’s employment termination, Executive will not solicit any employee of Company to terminate his or her employment with Company.

POST-TERMINATION OBLIGATIONS. In consideration of the payment by the Company to the Executive of 2,000.00 (a) All payments and benefits Two Thousand Pounds), to Executive under this Agreement shall be subject to Executive's compliance with paragraph (b) made within 5 working days after the date of this Section 9 during Agreement, less such tax contributions as the term Company is required by law to deduct, the Executive hereby agrees and undertakes:- 13.1. not to divulge or make use of (whether directly or indirectly and whether for his own or another's benefit or purposes) any trade secrets or confidential information (including but not limited to business plans, technical data, existing and potential projects, financial information dealings and plans, customer information, prices, sales specifications and information, business developments and plans, research plans or reports, sales or marketing programmes or policies or plans, past and proposed business dealings or transactions) belonging to or which relate to the affairs of the Company or any Associated Company, or any document marked "Confidential", or any information which the Executive has been told is "Confidential" or which he might reasonably expect the Company would regard as "Confidential", or information which has been given in confidence to the Company or any Associated Company by a third party. This obligation shall apply from the Termination Date and without limitation in time, but shall not apply to any information in the public domain other than by way of unauthorised disclosure whether by the Executive or another person; 13.2. that he will, provided his responsibilities in relation to any other employment or appointment are not materially prejudiced, on the request of the Company or any Associated Company:- 13.2.1. reasonably co-operate with it or them in assisting with and/or answering any queries related to work matters in which he was involved for the Company or the IMO Industries group of companies generally; and/or 13.2.2. assist it or them in any threatened or actual litigation concerning it or them where he has in his possession or knowledge any facts or other matters which the Company or any Associated Company reasonably considers is relevant to such legal proceedings (including but not limited to giving statements/affidavits, meeting with their legal and other professional advisors and attending any legal hearing), PROVIDED ALWAYS that the Company or the relevant Associated Company shall reimburse the Executive for reasonable expenses properly incurred by him in giving such assistance, as are agreed by the Company; 13.3. not to make or publish, or cause to be made or published, any derogatory or critical comments or statements (whether orally or in writing) about the Company or any Associated Company or their products or respective officers or employees; 13.4. not to disclose or publish, directly or indirectly, the existence or contents of this Agreement to any third party, except to his spouse, professional advisers, the Inland Revenue or otherwise as required by law, PROVIDED ALWAYS that disclosure to his spouse and for one professional advisers shall be on terms that they agree to keep the same confidential; and 13.5. not to make, or cause to be made, any statement or comments (1whether orally or in writing) full year after either to employees of the expiration Company or termination hereof. (b) Executive shall, upon reasonable notice, furnish such information and assistance any Associated Company or to the Bank as may reasonably be required by press or other public or trade media, concerning the Bank in connection termination of the Executive's employment with the Company or his resignation from any litigation in which it directorships or other offices with the Company or any of its subsidiaries or affiliates is, or may become, a party. (c) Executive recognizes and acknowledges that Associated Company without the knowledge prior written consent of the business activities and plans for business activities of the Bank and affiliates thereof, Company as it may exist from time to time, is a valuable, special and unique asset of the business of the Bank. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities of the Bank 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 Thrift Supervision ("OTS"), the Federal Deposit Insurance Corporation (the "FDIC"), or other federal banking agency with jurisdiction over the Bank 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 exclusively derived from the business plans and activities of the Bank, and Executive may disclose any information regarding the Bank or the Company which is otherwise publicly available. In the event of a breach or threatened breach by the Executive of the provisions of this Section 9, 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 contents 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.

POST-TERMINATION OBLIGATIONS. (a) 7.1 All payments and benefits to Executive under this Agreement shall be subject to Executive's compliance with paragraph (b) of this Section 9 during the term of this Agreement subparagraphs 7.2, 7.3 and for one (1) full year after the expiration or termination hereof7.4. (b) 7.2 Executive shall, upon reasonable notice, furnish such information and assistance to the Bank Company as may reasonably be required by the Bank Company in connection with any litigation or governmental investigation in which it or any of its subsidiaries or affiliates is, or may become, a party. Executive shall not be entitled to any additional compensation for furnishing such information and assistance but shall be entitled to be reimbursed for all expenses reasonably incurred thereby. (c) 7.3 Executive recognizes and acknowledges that the his knowledge of the business activities and plans for business activities of the Bank Company and affiliates thereof, as it may exist from time to time-to-time, is a valuable, special and unique asset of the business of the BankCompany. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities of the Bank Company 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 whatsoever, unless compelled to be provided to the Office of Thrift Supervision ("OTS"), the Federal Deposit Insurance Corporation (the "FDIC"), do so by court or other federal banking regulatory agency with jurisdiction over the Bank or Executive)process. Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the BankCompany, and Executive may disclose any information regarding Company to third parties such as investment bankers and investors so long as to do so would not constitute the Bank or the Company which is otherwise publicly availablerelease of material, non-public information. In the event of a breach or threatened breach by the Executive of the provisions of this Section 97, the Bank Company 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 Company 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 Company from pursuing any other remedies available to the Bank Company for such breach or threatened breach, including the recovery of damages from Executive. Company acknowledges that following termination of this Agreement, Executive may seek employment with other financial institutions and agrees that Executive shall not, by virtue of seeking or accepting such employment, be deemed to automatically have disclosed or threatened to disclose any of his knowledge of the past, present, planned or considered business activities of Company of its affiliates. 7.4 For a period of one year after Executive's employment termination, Executive will not solicit any employee of Company to terminate his or her employment with Company.

POST-TERMINATION OBLIGATIONS. (a) All payments and benefits to Executive under this Agreement shall be subject to Executive's compliance with paragraph (b) of this Section 9 during the term of this Agreement and for one (1) full year after the expiration or termination hereof. (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. (c) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the Bank. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered confidential business activities of the Bank 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 Thrift Supervision ("OTS"), the Federal Deposit Insurance Corporation (the "FDIC"), or other federal banking agency with jurisdiction over the Bank 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 exclusively derived from the business plans and activities of the Bank, and Executive may disclose any information regarding the Bank or the Company which that is otherwise publicly available. In the event of a breach or threatened breach by the Executive of the provisions of this Section 9, 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.

POST-TERMINATION OBLIGATIONS. (a) 8.1 All payments and benefits to Executive under this Agreement shall be subject to Executive's compliance with paragraph (b) of this Section 9 during the term of this Agreement subparagraphs 8.2, 8.3 and for one (1) full year after the expiration or termination hereof8.4. (b) 8.2 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 or governmental investigation in which it or any of its subsidiaries or affiliates is, or may become, a party. Executive shall not be entitled to any additional compensation for furnishing such information and assistance but shall be entitled to be reimbursed for all expenses reasonably incurred thereby. (c) 8.3 Executive recognizes and acknowledges that the his knowledge of the business activities and plans for business activities of the Bank and affiliates thereof, as it may exist from time to time-to-time, is a valuable, special and unique asset of the business of the Bank. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities of the Bank 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 whatsoever, unless compelled to be provided to the Office of Thrift Supervision ("OTS"), the Federal Deposit Insurance Corporation (the "FDIC"), do so by court or other federal banking regulatory agency with jurisdiction over the Bank or Executive)process. Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Bank, and Executive may disclose any information regarding Bank to third parties such as investment bankers and investors so long as to do so would not constitute the Bank or the Company which is otherwise publicly availablerelease of material, non-public information. In the event of a breach or threatened breach by the Executive of the provisions of this Section 98, 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. Bank acknowledges that following termination of this Agreement, Executive may seek employment with other financial institutions and agrees that Executive shall not, by virtue of seeking or accepting such employment, be deemed to automatically have disclosed or threatened to disclose any of his knowledge of the past, present, planned or considered business activities of the Bank or its affiliates. 8.4 For a period of one year after Executive has terminated his employment with Bank, Executive will not solicit any employee of Bank to terminate his or her employment with Bank.

POST-TERMINATION OBLIGATIONS. (a) All payments and benefits to Executive under this Agreement shall be subject to Executive's compliance with paragraph (b) of this Section 9 during the term of this Agreement and for one (1) full year after the expiration or termination hereof. (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. (c) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the Bank. Executive will not, during or after the term of his her employment, disclose any knowledge of the past, present, planned or considered business activities of the Bank 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 Thrift Supervision ("“OTS"”), the Federal Deposit Insurance Corporation (the "“FDIC"”), or other federal banking agency with jurisdiction over the Bank 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 exclusively derived from the business plans and activities of the Bank, and Executive may disclose any information regarding the Bank or the Company which is otherwise publicly available. In the event of a breach or threatened breach by the Executive of the provisions of this Section 9, 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.

POST-TERMINATION OBLIGATIONS. (a) As a material inducement for the Bank to enter into this Agreement, upon termination of this Agreement for any reason, other than the reasons set forth in Sections 5 or 6 of this Agreement, for a period of two (2) years from the Date of Termination (one year from the termination of the Agreement as a result of a Change in Control) Executive shall not at any time or place, either directly or indirectly, engage in any business or activity in competition with the business of the Bank, or be a director, officer or employee or consultant to any bank, savings bank, savings association or credit union, operating in Monroe County, if such entity has assets of less than $1.0 billion. (b) All payments and benefits to Executive under this Agreement shall be subject to Executive's ’s compliance with paragraph (bc) of this Section 9 10 during the term of this Agreement and for one (1) full year after the expiration or termination hereof. (bc) 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. (cd) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the Bank. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities of the Bank 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 Thrift Supervision ("“OTS"”), the Federal Deposit Insurance Corporation (the "“FDIC"”), or other federal banking agency with jurisdiction over the Bank 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 exclusively derived from the business plans and activities of the Bank, and Executive may disclose any information regarding the Bank or the Company which is otherwise publicly available. In the event of a breach or threatened breach by the Executive of the provisions of this Section 910, 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.

POST-TERMINATION OBLIGATIONS. (a) All payments and benefits to Executive under this Agreement shall be subject to Executive's ’s compliance with paragraph (b) of this Section 9 10 during the term of this Agreement and for one (1) full year after the expiration or termination hereof. (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. (c) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the Bank. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities of the Bank 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 Thrift Supervision ("“OTS"”), the Federal Deposit Insurance Corporation (the "“FDIC"”), or other federal banking agency with jurisdiction over the Bank 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 exclusively derived from the business plans and activities of the Bank, and Executive may disclose any information regarding the Bank or the Company which is otherwise publicly available. In the event of a breach or threatened breach by the Executive of the provisions of this Section 9, 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.

POST-TERMINATION OBLIGATIONS. (a) All payments and benefits to Executive under this Agreement shall be subject to Executive's ’s compliance with paragraph (b) of this Section 9 during the term of this Agreement and for one (1) full year after the expiration or termination hereof. (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. (c) 9. Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank Bank, the Company and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the BankBank and the Company. Executive will not, during or after the term of his Executive’s employment, disclose any knowledge of the past, present, planned or considered business activities of the Bank Bank, the Company 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 Thrift Supervision ("OTS"), the Federal Deposit Insurance Corporation (the "FDIC"), or other federal banking agency with jurisdiction over the Bank or Executive)whatsoever. Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Bank. Further, and Executive may disclose any information regarding the business activities of the Bank or the Company which is otherwise publicly availableto supervisory governmental authorities pursuant to a formal regulatory request. In the event of a breach or threatened breach by the Executive of the provisions of this Section 9Section, 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 disclosed, or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Bank from pursuing pursing any other remedies available to the Bank for such breach or threatened breach, including the recovery of damages from Executive.

POST-TERMINATION OBLIGATIONS. (a) All payments and benefits to Executive under this Agreement shall be subject to Executive's compliance with paragraph (b) of this Section 9 10 during the term Initial Term of this Agreement or any renewal term thereof, and for one (1) full year after the expiration or termination hereof. (b) Executive shall, upon reasonable notice, furnish such information and assistance to the Bank Xxxxx Savings Entities as may reasonably be required by the Bank Xxxxx Savings Entities in connection with any litigation in which it or any of its subsidiaries or affiliates is, or may become, a party. (c) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank Xxxxx Savings Entities and affiliates thereof, as it they may exist from time to time, is a valuable, special and unique asset of the business of the BankXxxxx Savings Entities. Executive will not, during or after the term of his employment, use or disclose any knowledge of the past, present, planned or considered business activities of the Bank 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 Thrift Supervision ("OTS"), the Federal Deposit Insurance Corporation (the "FDIC"), or other federal banking agency with jurisdiction over the Bank or Executive), any knowledge of the past, present, planned or considered business activities of the Xxxxx Savings Entities or affiliates thereof or any Confidential Information. For purposes of this Agreement, Confidential Information shall mean all information or knowledge belonging to, used by, or which is in the possession of the Xxxxx Savings Entities relating to the Xxxxx Savings Entities’ business, business plans, strategies, pricing, sales methods, customers (including, without limitation, the names, addresses or telephone numbers of such customers), technology, programs, finances, costs, employees (including, without limitation, the names, addresses or telephone numbers of any employees), employee compensation rates or policies, marketing plans, development plans, computer programs, computer systems, inventions, developments, trade secrets, know how or confidences of the Xxxxx Savings Entities or the Xxxxx Savings Entities’ business, without regard to whether any of such Confidential Information may be deemed confidential or material to any third party, and the Xxxxx Savings Entities and the Executive hereby stipulate to the confidentiality and materiality of all such Confidential Information. The Executive acknowledges that all of the Confidential Information is and shall continue to be the exclusive proprietary property of the Xxxxx Savings Entities, whether or not prepared in whole or in part by the Executive and whether or not disclosed to or entrusted to the custody of the Executive. The Executive agrees that upon the termination of the Executive's employment with the Xxxxx Savings Entities for any reason, the Executive will return promptly to the Xxxxx Savings Entities all memoranda, notes, records, reports, manuals, pricing lists, prints and other documents (and all copies thereof) relating to the Xxxxx Savings Entities’ business which he may then possess or have within the Executive's control, regardless of whether any such documents constitute Confidential Information. The Executive further agrees that he shall forward to the Xxxxx Savings Entities all Confidential Information which at any time (including after the period of his employment with the Xxxxx Savings Entities) should come into the Executive's possession or the possession of any other person, firm or entity with which the Executive is affiliated in any capacity. Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the BankXxxxx Savings Entities, and Executive may disclose any information regarding the Bank or the Company which is otherwise publicly available. (d) Executive agrees that, while he is employed by the Xxxxx Savings Entities and for a period of twenty-four months after the termination or cessation of such employment for any reason, Executive shall not: (i) Engage or participate, directly or indirectly, either as principal, agent, employee, employer, consultant, director, shareholder (except as the holder of not more than two percent of the stock of any publicly traded corporation) or in any other individual or representative capacity whatsoever, in the operation, management or ownership of any state or federally chartered financial institution engaged in a business in direct competition with the business of the Xxxxx Savings Entities (or any business proposed to be conducted by the Xxxxx Savings Entities at the time of such termination of employment) within any of the counties within the State of Ohio, or any counties contiguous thereto, in which the Bank is operating a branch at the time of such termination of Executive’s employment; or (ii) Directly or indirectly, alone or in conjunction with or on behalf of any other person, solicit, divert, take away or endeavor to take away from the Bank any person who was or is a customer or account of the Bank as of the date of Executive’s termination of employment with the Xxxxx Savings Entities or at any time during the six (6) months prior to the date thereof; provided, however, that nothing herein shall prohibit Executive from ceasing to be, or causing Executive’s immediate family members to cease to be, customers of the Bank. (e) Executive agrees that he shall not at any time (whether during or for a period of one (1) year after the Executive's termination of employment with the Xxxxx Savings Entities), without the prior written consent of the Xxxxx Savings Entities, either directly or indirectly (i) solicit (or attempt to solicit), induce (or attempt to induce), cause or facilitate any employee, director, agent, consultant, independent contractor, representative or associate of the Xxxxx Savings Entities to terminate his, her or its relationship with the Xxxxx Savings Entities, or (ii) solicit (or attempt to solicit), induce (or attempt to induce), cause or facilitate any supplier of services or products to the Xxxxx Savings Entities to terminate or change his, her or its relationship with the Xxxxx Savings Entities, or otherwise interfere with any relationship between the Xxxxx Savings Entities and any of the Xxxxx Savings Entities’ suppliers of products or services. (f) Executive agrees not to in any way slander or injure the business reputation or goodwill of the Xxxxx Savings Entities through any contact with customers, vendors, suppliers, employees or agents of the Xxxxx Savings Entities, or in any other way. (g) Executive agrees that all inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports, and all similar or related information which relates to the Xxxxx Savings Entities’ actual or anticipated business, research and development or existing or future products or services and which are conceived, developed or made by the Executive while employed by the Xxxxx Savings Entities (all of the foregoing being referred to herein as “Work Product”) belong to the Xxxxx Savings Entities. In The Executive shall perform all actions reasonably requested by the Xxxxx Savings Entities (whether during or after the employment period) to establish and confirm such ownership of Work Product (including, without limitation, assignments, consents, powers of attorney and other instruments). (h) Executive acknowledges that the restrictions contained in this Section 10 are reasonable and necessary to protect the legitimate interests of the Xxxxx Savings Entities. If the event of a breach or threatened breach by the Executive of any of the provisions of Section 10 hereof, the Xxxxx Savings Entities, or either of them, shall have the right to specifically enforce this Agreement by means of an injunction, it being acknowledged by the Executive and agreed upon by the parties that any such breach will cause irreparable injury to the Xxxxx Savings Entities for which money damage alone will not provide an adequate remedy. The rights and remedies enumerated above shall be in addition to, and not in lieu of, any other rights and remedies available to the Xxxxx Savings Entities at law or in equity. (i) In the event any of the covenants contained in Section 10 or any portion thereof, shall be found by a court of competent jurisdiction to be invalid or unenforceable as against public policy or for any other reason, such court shall exercise its discretion to reform such covenant to the end that the Executive shall be subject to covenants that are reasonable under the circumstances and are enforceable by the Xxxxx Savings Entities. In any event, if any provision of this Agreement is found unenforceable for any reason, such provision shall remain in force and effect to the maximum extent allowable and all unaffected provisions shall remain fully valid and enforceable. (j) In the event of a violation of this Section 10, the applicable time periods provided in Section 10(d) and (e) shall be tolled during the time of such violation. No waiver of the provisions of this Section 9, 10 shall be effective unless made in writing and signed by the Bank will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge Chairman of the past, present, planned or considered business activities Board of Directors on behalf 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 ExecutiveBoard.

POST-TERMINATION OBLIGATIONS. (a) 8.1 All payments and benefits to Executive under this Agreement shall be subject to Executive's ’s compliance with paragraph (b) of this Section 9 during the term of this Agreement subparagraphs 8.2, 8.3 and for one (1) full year after the expiration or termination hereof8.4. (b) 8.2 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 or governmental investigation in which it or any of its subsidiaries or affiliates is, or may become, a party. Executive shall not be entitled to any additional compensation for furnishing such information and assistance but shall be entitled to be reimbursed for all expenses reasonably incurred thereby. (c) 8.3 Executive recognizes and acknowledges that the his knowledge of the business activities and plans for business activities of the Bank and affiliates thereof, as it may exist from time to time-to-time, is a valuable, special and unique asset of the business of the Bank. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities of the Bank 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 whatsoever, unless compelled to be provided to the Office of Thrift Supervision ("OTS"), the Federal Deposit Insurance Corporation (the "FDIC"), do so by court or other federal banking regulatory agency with jurisdiction over the Bank or Executive)process. Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Bank, and Executive may disclose any information regarding Bank to third parties such as investment bankers and investors so long as to do so would not constitute the Bank or the Company which is otherwise publicly availablerelease of material, non-public information. In the event of a breach or threatened breach by the Executive of the provisions of this Section 98, 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. Bank acknowledges that following termination of this Agreement, Executive may seek employment with other financial institutions and agrees that Executive shall not, by virtue of seeking or accepting such employment, be deemed to automatically have disclosed or threatened to disclose any of his knowledge of the past, present, planned or considered business activities of the Bank or its affiliates. 8.4 For a period of one year after Executive has terminated his employment with Bank, Executive will not solicit any employee of Bank to terminate his or her employment with Bank.