Common use of Restrictive Covenant Clause in Contracts

Restrictive Covenant. It is mutually recognized and agreed that the -------------------- services to be rendered pursuant to this Agreement by Employee are special, unique and of extraordinary character. Therefore, as a condition to Company's obligations hereunder, Employee agrees that without Company's prior written consent, during the term of this Agreement and for a period ending on the first anniversary of the date of termination of Employee's employment hereunder, regardless of cause, Employee will not engage in any manner, directly or indirectly, to solicit or induce any employee or agent of Company or any of its subsidiaries to terminate employment with Company or any of its subsidiaries, as the case may be, or solicit or induce any customer of Company or any of its subsidiaries to become a customer of any person, firm, partnership, corporation, trust or other entity that owns, controls or is a bank, savings and loan association, credit union or similar financial institution. Furthermore, Employee will at no time during or subsequent to the term of Employee's employment by Company make any statements or take any actions which could reasonably be expected to damage the reputation or business of Company. It is further recognized and agreed that irreparable injury will result to Company, its businesses and property in the event of a breach of this covenant by Employee, that such injury would be difficult if not impossible to ascertain, and therefore, any remedy at law for any breach by Employee of this covenant will be inadequate and Company shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damage to Company by reason of any such breach. In addition, in the event of a breach of this covenant by Employee, Company shall also be entitled to recover reasonable costs and attorneys' fees incurred in connection with the enforcement of its rights hereunder. Whenever used herein, Company shall be deemed to include any successors or any other person or entity which may hereafter acquire the business of Company or any of its subsidiaries. The foregoing notwithstanding, should the assets of Company be disposed of in such a manner that no purchaser thereof has acquired a going business, then Employee shall not be bound by the covenants expressed in this paragraph.

Restrictive Covenant. It is mutually recognized and agreed that -------------------- the -------------------- services to be rendered pursuant to this Agreement by Employee are special, unique and of extraordinary character. Therefore, as a condition to Company's obligations hereunder, Employee agrees that without Company's prior written consent, during the term of this Agreement and for a period ending on the first anniversary of the date of termination of Employee's employment hereunder, regardless of cause, Employee will not engage in any manner, directly or indirectly, to solicit or induce any employee or agent of Company or any of its subsidiaries to terminate employment with Company or any of its subsidiaries, as the case may be, or solicit or induce any customer of Company or any of its subsidiaries to become a customer of any person, firm, partnership, corporation, trust or other entity that owns, controls or is a bank, savings and loan association, credit union or similar financial institution. Furthermore, Employee will at no time during or subsequent to the term of Employee's employment by Company make any statements or take any actions which could reasonably be expected to damage the reputation or business of Company. It is further recognized and agreed that irreparable injury will result to Company, its businesses and property in the event of a breach of this covenant by Employee, that such injury would be difficult if not impossible to ascertain, and therefore, any remedy at law for any breach by Employee of this covenant will be inadequate and Company shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damage to Company by reason of any such breach. In addition, in the event of a breach of this covenant by Employee, Company shall also be entitled to recover reasonable costs and attorneys' fees incurred in connection with the enforcement of its rights hereunder. Whenever used herein, Company shall be deemed to include any successors or any other person or entity which may hereafter acquire the business of Company or any of its subsidiaries. The foregoing notwithstanding, should the assets of Company be disposed of in such a manner that no purchaser thereof has acquired a going business, then Employee shall not be bound by the covenants expressed in this paragraph.

Restrictive Covenant. It is mutually recognized and agreed Executive acknowledges that the -------------------- services he is to render are of a special and unusual character with a unique value to the Company, the loss of which cannot adequately be compensated by damages in an action at law. In view of the unique value to the Company of the services of Executive for which the Company has contracted hereunder, because of the confidential information Company promises to disclose to Executive, as hereinabove set forth, and as a material inducement to the Company to enter into this Agreement and to pay to Executive the compensation stated herein as well as any additional benefits stated herein, Executive covenants and agrees as follows: For the period commencing with the date of the Agreement and ending twelve (12) months following the termination of this Agreement, for whatever reason, the Executive agrees that he will not directly or indirectly, for his own account or for the account of others, whether as principal or agent or through the agency of any corporation, partnership, association or other business entity, engage in any business activity which shall be in direct competition to any material business of the Company. For purposes hereof, a business will be deemed, until proven otherwise, to be rendered pursuant to this Agreement in direct competition if it involves the sale of products used for the disposal, transportation or destruction of medical sharps or any other products or services marketed by Employee are specialthe Company or its subsidiaries and affiliates. Executive agrees further that, unique and of extraordinary character. Therefore, as for a condition to Company's obligations hereunder, Employee agrees that without Company's prior written consent, during period commencing with the term date of this Agreement and for a period ending on the first anniversary of the date of twelve (12) months following termination of Employee's employment hereunderthis Agreement, regardless of causefor whatever reason, Employee will not engage in any mannerExecutive shall not, directly or indirectly, make known to solicit any person, firm or induce corporation, the names and addresses of any employee clients, customers, employees or agent independent contractors of the Company or any of its subsidiaries other information pertaining to terminate employment with Company them nor call on, solicit, take away, contract with, employ or hire or attempt to call on, solicit, take away, contract with, employ or hire any of its subsidiariesthe clients, customers, employees or independent contractors of the Company, including, but not limited to, those upon whom the Executive called or with whom he became acquainted during the performance of the services pursuant to this Agreement, whether for personal purposes or for any other person, firm or corporation. Nothing contained in this Section shall prohibit the Executive from purchasing and holding as the case may be, or solicit or induce any customer of Company or any of its subsidiaries to become a customer an investment not more than 5% of any person, firm, partnership, corporation, trust or other entity that owns, controls or is a bank, savings class of the issued and loan association, credit union or similar financial institution. Furthermore, Employee will at no time during or subsequent to the term of Employee's employment by Company make any statements or take any actions which could reasonably be expected to damage the reputation or business of Company. It is further recognized outstanding and agreed that irreparable injury will result to Company, its businesses and property in the event of a breach of this covenant by Employee, that such injury would be difficult if not impossible to ascertain, and therefore, any remedy at law for any breach by Employee of this covenant will be inadequate and Company shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damage to Company by reason publicly traded capital stock of any such breach. In addition, corporation which conducts a business in the event of a breach of this covenant by Employee, Company shall also be entitled to recover reasonable costs and attorneys' fees incurred in connection competition with the enforcement of its rights hereunder. Whenever used herein, Company shall be deemed to include any successors or any other person or entity which may hereafter acquire the business of Company the Company. Should the foregoing covenant not to compete be held invalid or any unenforceable because of its subsidiariesthe scope of the actions restricted thereby, or the period of time within which such agreement is operative in the judgment of a court of competent jurisdiction, the parties agree that and hereby authorize such court to define the maximum actions subject to and restricted by this Section and the period of time during which such agreement is enforceable. The foregoing notwithstandingprovisions of this Section shall be applicable for the period indicated, should the assets regardless of Company be disposed termination of in this Agreement for any reason prior to expiration of such a manner that no purchaser thereof has acquired a going business, then Employee shall not be bound by the covenants expressed in this paragraphperiod.

Restrictive Covenant. It is mutually recognized and agreed that the -------------------- services to be rendered pursuant to this Agreement by Employee are special, unique and of extraordinary character. Therefore, as a condition to Company's obligations hereunder, Employee agrees that without Company's prior written consent, during During the term of this Consulting Agreement and for a period ending any reason whatsoever, Consultant will not, on the first anniversary of the date of termination of Employee's employment hereunderhis own account or as an employee, regardless of causeconsultant, Employee will not engage in any mannerpartner, directly or indirectlyofficer, to solicit or induce any employee or agent of Company or any of its subsidiaries to terminate employment with Company or any of its subsidiaries, as the case may bedirector, or solicit or induce any customer of Company or any of its subsidiaries to become a customer stock holder of any other person, firm, partnership, or corporation, trust conduct, engage in, be connected with, have any interest in, or aid or assist anyone else engaging in the business conducted by the Company, except that Consultant shall be permitted to own, for himself, shares of the common stock of any company engaged in a business similar to that business conducted by the Company, whose shares are regularly traded on the New York Stock Exchange or NASDAQ exchange or any other entity similar exchange provided that owns, controls or the ownership of Consultant in such company is a bank, savings not in excess of three percent (3%) of the total issued and loan association, credit union or similar financial institutionoutstanding shares of any such company. Furthermore, Employee will at no Consultant agrees that the limitation in this Section 5 is the minimum period of time during or subsequent necessary to protect the term of Employee's employment by Company make any statements or take any actions which could reasonably be expected to damage the reputation or business of Company. It is further recognized and agreed that irreparable injury will result to Company, its successors and assigns, in the use or employment of the goodwill of the businesses conducted by the Company. Consultant agrees and property acknowledges that in his capacity as Consultant, he will be contacting customers of the Company and as such, the Company is entitled to the protection afforded by this restriction to preserve the benefits which are to be acquired pursuant to the Agreement. In the event this Consulting Agreement is terminated prior to the close of the anticipated term, this restrictive covenant shall be continued for what would have been the remaining term of this Consulting Agreement. Consultant agrees that damages cannot compensate the Company in the event of a breach violation of this covenant by Employeenoncompetitive covenant, and that such injury injunction relief would be difficult if not impossible to ascertainessential for the protection of the Company, its successors and assigns. Consultant, therefore, any remedy at law for any breach by Employee of this covenant will be inadequate agrees and Company shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damage to Company by reason consents that in case of any such breach. In additionbreach or violation, the Company may have such injunctive relief, without bond, but upon due notice, in addition to such further or other relief as may appertain at equity or law. No waiver of any breach or violation hereof shall be implied from forbearance or failure by the event Company to take action under this Section 5. It is the desire and intent of a breach the parties that the provisions of this covenant by EmployeeSection 5 be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, Company shall also if any particular portion of this Section 5 is determined and adjudicated to be entitled to recover reasonable costs and attorneys' fees incurred in connection with the enforcement of its rights hereunder. Whenever used hereininvalid or unenforceable, Company this Section 5 shall be deemed amended to include delete therefrom that portion thus determined and adjudicated to be invalid or unenforceable, such deletion to apply only with respect to the operation of this Section 5 and the particular jurisdiction in which such adjudication is made; provided, further, to the extent any successors or any other person or entity which may hereafter acquire the business provision of Company or any this Section 5 is deemed unenforceable by virtue of its subsidiaries. The foregoing notwithstandingscope, should but may be made enforceable by limitation thereof, the assets of Company parties agree that the same shall, nevertheless, be disposed of enforceable to the fullest extent permissible under the laws and public policies applied in such a manner that no purchaser thereof has acquired a going business, then Employee shall not be bound by the covenants expressed jurisdiction in this paragraphwhich enforcement is sought.

Restrictive Covenant. It is mutually recognized and agreed that the -------------------- services to be rendered pursuant to this Agreement by Employee are special, unique and of extraordinary character. Therefore, as a condition to Company's obligations hereunder, hereunder Employee agrees that without Company's prior written consent, consents during the term of this Agreement and for a period ending on the first anniversary of the date of termination of Employee's his employment hereunder, regardless of cause, Employee he will not engage in any manner, manner directly or indirectly, to solicit or induce any employee or agent of Company Company, Littleton Bank or any of its subsidiaries Women's Bank to terminate employment with Company Company, Littleton Bank or any of its subsidiariesWomen's Bank, as the case may be, or solicit or induce any customer of Company Company, Littleton Bank or any of its subsidiaries Women's Bank to become a customer of any person, firm, partnership, corporation, trust or other entity that owns, controls or is a bank, savings and loan association, credit union or similar financial institution. Furthermore, Employee will at no time during or subsequent to the term of Employee's his employment by Company make any statements or take any actions which could reasonably be expected to damage the reputation or business of Company. It is further recognized and agreed that irreparable injury will result to Company, its businesses and property in the event of a breach of this covenant by Employee, that such injury would be difficult if not impossible to ascertain, and therefore, any remedy at law for any breach by Employee of this covenant will be inadequate and Company shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damage to Company by reason of any such breach. In addition, in the event of a breach of this covenant by Employee, Company shall also be entitled to recover reasonable costs and attorneys' fees incurred in connection with the enforcement of its rights hereunder. Whenever used herein, Company shall be deemed to include any successors or any other person or entity which may hereafter acquire the business of Company Company, Littleton Bank or any of its subsidiariesWomen's Bank. The foregoing notwithstanding, should the assets of Company be disposed of in such a manner that no purchaser thereof has acquired a going business, then Employee shall not be bound by the covenants expressed in this paragraph.

Restrictive Covenant. It is mutually recognized During your service as an employee to the Company and agreed that the -------------------- services to be rendered pursuant to this Agreement by Employee so long as you are special, unique and of extraordinary character. Therefore, as a condition to Company's obligations receiving severance payments hereunder, Employee agrees that without Company's prior written consentyou shall not (nor shall you assist, during the term of this Agreement and for a period ending on the first anniversary of the date of termination of Employee's employment hereundercooperate with, regardless of cause, Employee will not engage or invest in any manner, or with) directly or indirectly, develop, own, manage, operate, control, invent or in any manner participate in the development, ownership, management, operation, control or invention of, or serve as a partner, employee, principal, agent, consultant or otherwise contract with, or have any financial interest in, or aid or assist any other person or entity that is directly involved in the Company’s Business; provided that the foregoing shall not restrict you from managing or investing funds in connection with your Personal Investments, provided such management or investment does not materially detract from your duties to solicit or induce any employee or agent the Company. If a court of Company competent jurisdiction should declare this Section, or any of its subsidiaries to terminate employment with Company or any of its subsidiariesprovision hereof, as the case may be, or solicit or induce any customer of Company or any of its subsidiaries to become a customer unenforceable because of any personunreasonable restriction of duration and/or activity, firmthen you hereby acknowledge and agree that such court shall have the express authority to reform this Agreement to provide for reasonable restrictions and/or grant the Company such other relief, partnershipat law or in equity, corporationreasonably necessary to protect the interests of the Company. You specifically acknowledge that a breach of this Section would cause the Company and its Members to suffer immediate and irreparable harm, trust or other entity that owns, controls or is a bank, savings and loan association, credit union or similar financial institution. Furthermore, Employee will at no time during or subsequent to the term of Employee's employment by Company make any statements or take any actions which could reasonably not be expected to damage remedied by the reputation or business payment of Companymoney. It is further recognized and agreed that irreparable injury will result to Company, its businesses and property in In the event of a breach or threatened breach by you of any of the provisions of this covenant by EmployeeAgreement, that such injury would be difficult if not impossible to ascertain, and therefore, any remedy at law for any breach by Employee of this covenant will be inadequate and the Company shall be entitled to temporary and permanent injunctive relief to end such breach, without the necessity of proving actual damage requirement to Company by reason of any such breach. In additionpost bond, in the event of a breach of this covenant by Employee, Company and shall also be entitled to recover reasonable costs attorneys’ fees and attorneys' fees incurred in connection with expenses. If the enforcement of its rights hereunder. Whenever used herein, Company shall commence an action pursuant to this Agreement and a Court shall make a final determination denying the injunctive relief sought, you shall be deemed entitled to include any successors or recover reasonable attorneys’ fees and expenses from the Company in defense of such action if the court determines the Company’s action had no justifiable basis in law. Nothing herein shall be construed as prohibiting the Company from pursuing any other person remedies available to it for such breach or entity which may hereafter acquire such threatened breach, including the business recovery of Company damages. In the event that (i) your employment is terminated by the Company, other than for Cause, or any of its subsidiaries. The foregoing notwithstanding, should the assets of Company be disposed of in such a manner that no purchaser thereof has acquired a going business(ii) you terminate your employment for Good Reason, then Employee you shall not be bound by entitled to receive, in equal monthly installments as salary continuation for a period of twelve months following any such termination of your employment, an amount equal to the covenants expressed in this paragraphsum of (A) your then current monthly base salary, and (B) the cost to you of your medical and/or dental coverage elected under COBRA (until you become eligible for comparable coverage from another employer), less applicable tax and other payroll withholding amounts.

Restrictive Covenant. It is mutually recognized and agreed that the -------------------- services to be rendered pursuant to this Agreement by Employee are special, unique and of extraordinary character. Therefore, as a condition to Company's obligations hereunder, The Employee agrees that without Company's prior written consent, during at the term expiration of this Agreement and or at termination for any reason whatsoever, the Employee shall not, for a period ending on of three years thereafter, engage in any business, as principal employee or otherwise, which competes with the first anniversary Company in the United States with respect to the manufacture, production, assembling, distribution, or sale of products which are the date of termination of same or similar or related to use or function to those which are manufactured, assembled, sold, or being developed by the Company at any time during the Employee's employment hereunderwith the Company, regardless or directly or indirectly solicit or contact any present or past (one having active contact within twelve months prior to termination of causethe Employee's employment) distributor, dealer, customer, client, employee or consultant of the Company (or the Company's subsidiaries or affiliates). In the event that this agreement is not renewed and the Employee is terminated, the Employee will not engage be entitled to one week of severance for each year of employment. In addition all existing insurance benefits shall remain in any manner, directly or indirectly, to solicit or induce any employee or agent of Company or any of its subsidiaries to terminate employment with Company or any of its subsidiaries, as force during the case may be, or solicit or induce any customer of Company or any of its subsidiaries to become a customer of any person, firm, partnership, corporation, trust or other entity that owns, controls or is a bank, savings and loan association, credit union or similar financial institution. Furthermore, Employee will at no time during or subsequent to the term of Employee's employment by Company make any statements or take any actions which could reasonably be expected to damage the reputation or business of Companyseverance period. It is further recognized the desire and agreed intent of the parties that irreparable injury will result the provision of this section shall be enforced to Company, its businesses the fullest extent permissible under the laws and property public policies applied in each jurisdiction in which enforcement is sought. The parties hereto recognize and agree that in the event of a the breach of any provision of this covenant by Employeecovenant, that such injury would be difficult if there is not impossible to ascertain, and therefore, any a remedy at law for any breach by adequate to protect the rights and interest of the Company set forth herein, and the parties therefor agree that the Company shall have the right to an injunction enjoining the Employee from violating the provisions of this covenant will be inadequate and Company section. Nothing herein shall be entitled to temporary and permanent injunctive relief without construed as prohibiting the necessity Company from pursuing any other remedies available for such breach or threatened breach, including the recovery of proving actual damage to Company by reason of any such breachdamages from the Employee. In additionthe event that any restriction contained in this covenant is deemed by any court to be void because it is for an excessive period of time or restricts the Employee from engaging in a business competing with the Company in an excessive geographical area, it is agreed by the parties that said court shall have the right to decrease the time period or geographical area covered by such restriction to a time period and/or geographical area which is not excessive. It is understood and agreed that in the event the Company terminates the Employee without cause or if the Company breeches this Agreement and does not cure said breech as provided in paragraph 3(d), the provisions of a breach of this covenant by Employee, Company shall also be entitled to recover reasonable costs paragraph 9 are null and attorneys' fees incurred in connection with the enforcement of its rights hereunder. Whenever used herein, Company shall be deemed to include any successors or any other person or entity which may hereafter acquire the business of Company or any of its subsidiaries. The foregoing notwithstanding, should the assets of Company be disposed of in such a manner that no purchaser thereof has acquired a going business, then Employee shall not be bound by the covenants expressed in this paragraphvoid.

Restrictive Covenant. It is mutually recognized and agreed that the -------------------- services to be rendered pursuant to this Agreement by Employee are special, unique and of extraordinary character. Therefore, as a condition to Company's obligations hereunder, Employee agrees that without Company's prior written consent, during the term of this Agreement and for a period ending on the first anniversary of the date of termination of Employee's employment hereunder, regardless of cause, Employee will not engage in any manner, directly or indirectly, to indirectly its solicit or induce any employee or agent of Company or any of its subsidiaries to terminate employment with Company or any of its subsidiaries, as the case may be, or solicit or induce any customer of Company or any of its subsidiaries to become a customer of any person, firm, partnership, corporation, trust or other entity that owns, controls or is a bank, savings and loan association, credit union or similar financial institution. Furthermore, Employee will at no time during or subsequent to the term of Employee's employment by Company make any statements or take any actions which could reasonably be expected to damage the reputation or business of Company. It is further recognized and agreed that irreparable injury will result to Company, its businesses and property in the event of a breach of this covenant by Employee, that such injury would be difficult if not impossible to ascertain, and therefore, any remedy at law for any breach by Employee of this covenant will be inadequate and Company shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damage to Company by reason of any such breach. In addition, in the event of a breach of this covenant by Employee, Company shall also be entitled to recover reasonable costs and attorneys' fees incurred in connection with the enforcement of its rights hereunder. Whenever used herein, Company shall be deemed to include any successors or any other person or entity which may hereafter acquire the business of Company or any of its subsidiaries. The foregoing notwithstanding, should the assets of Company be disposed of in such a manner that no purchaser thereof has acquired a going business, then Employee shall not be bound by the covenants expressed in this paragraph.

Restrictive Covenant. It is mutually recognized and agreed that For a period of one year after the -------------------- services to be rendered pursuant to this termination of the Agreement by Employee are special, unique and of extraordinary character. Therefore, as a condition to Company's obligations hereundereither party for any reason, Employee agrees covenants that without Company's prior written consent, during the term of this Agreement and for a period ending on the first anniversary of the date of termination of Employee's employment hereunder, regardless of cause, Employee will not engage in any mannernot: (a) Solicit the commodities trading, directly advising or indirectly, to solicit or induce any employee or agent physical commodity business of Company or any of its subsidiaries to terminate employment with Company or any of its subsidiaries, as the case may be, or solicit or induce any customer of Company Employer for whom Employee was responsible during employment with Employer, or any of its subsidiaries to become person who was a customer of any personemployee of Employer during the period of Employee’s employment; or (b) directly or indirectly own, firmmanage, partnershipoperate, corporationcontrol, trust be employed by, participate in or other entity that ownsbe connected in any manner with the ownership, controls management, operation or is a bank, savings and loan association, credit union or similar financial institution. Furthermore, Employee will control of any business located in any state in which Employer had an office at no any time during or subsequent the duration of this Agreement which business is similar to the term type of business conducted by Employer at the time of the termination of employment of Employee's employment by Company make any statements or take any actions which could reasonably be expected to damage the reputation or business of Company. It is further recognized and agreed that irreparable injury will result to CompanyEMPLOYEE ACKNOWLEDGES THAT THE BUSINESS OF EMPLOYER IS SUCH THAT PERSONAL RELATIONSHIPS BETWEEN A CUSTOMER AND INDIVIDUAL ARE IMPORTANT, its businesses and property in THAT THE BUSINESS IS PRIMARILY CONDUCTED BY TELEPHONE SUCH THAT GEOGRAPHIC LOCATION IS NOT CRITICAL TO THE CONDUCT OF SUCH BUSINESS; THAT EMPLOYER HAS INVESTED AND WILL INVEST SUBSTANTIAL RESOURCES IN THE DEVELOPMENT OF ITS BUSINESS AND IN ESTABLISHING EMPLOYEE IN THE BUSINESS, AND THAT THE FOREGOING COVENANT IS NECESSARY FOR EMPLOYER’S PROTECTION AND TO INDUCE EMPLOYER TO MAKE SUCH INVESTMENT. EMPLOYEE FURTHER ACKNOWLEDGES, REPRESENTS AND WARRANTS THAT SUCH COVENANT IS REASONABLE IN SCOPE AND DURATION HAVING DUE REGARD FOR THE RIGHTS OF BOTH PARTIES. In the event of a Employee’s actual or threatened breach of this covenant by Employeethe provisions of the paragraph, that such injury would be difficult if not impossible to ascertain, and therefore, any remedy at law for any breach by Employee of this covenant will be inadequate and Company Employer shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damage to Company by reason of an injunction restraining Employee therefrom. Nothing contained herein shall be construed as prohibiting Employer from pursuing any such breachother available remedies or damages from Employee. In additionan action under this paragraph 12 or paragraphs 7 or 8, in the event of a breach of this covenant by Employee, Company Employer shall also be entitled to recover reasonable costs recover, in addition to other damage and attorneys' costs, its attorney fees incurred in connection with the enforcement of its rights hereunder. Whenever used herein, Company shall be deemed to include any successors or any other person or entity which may hereafter acquire the business of Company or any of its subsidiaries. The foregoing notwithstanding, should the assets of Company be disposed of in such a manner that no purchaser thereof has acquired a going business, then Employee shall not be bound by the covenants expressed in this paragraphactually incurred.

Restrictive Covenant. It is mutually recognized and agreed that the -------------------- services to be rendered pursuant to this Agreement by Employee are special, unique and of extraordinary character. Therefore, as a condition to Company's ’s obligations hereunder, Employee agrees that without Company's ’s prior written consent, during the term of this Agreement and for a period ending on the first fourth anniversary of the date of termination of Employee's his employment hereunder, regardless of cause, Employee he will not engage in any manner, directly or indirectly, to solicit or induce any employee or agent of Company or any of its subsidiaries COBZ to terminate employment with Company or any of its subsidiariesCOBZ, as the case may be, or solicit or induce any customer of Company or any of its subsidiaries COBZ to become a customer of any person, firm, partnership, corporation, trust or other entity that owns, controls or is a bank, savings and loan association, credit union or similar financial institution. Furthermore, Employee will at no time during or subsequent to the term of Employee's his employment by Company make any statements or take any actions which could reasonably be expected to damage the reputation or business of CompanyCompany or COBZ. It is further recognized and agreed that irreparable injury will result to CompanyCompany or COBZ, its businesses and property in the event of a breach of this covenant by Employee, that damages covered by such injury breach would be difficult if not impossible to ascertain, and therefore, that any remedy at law for any breach by Employee of this covenant will be inadequate inadequate, and Company or COBZ shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damage to Company or COBZ by reason of any such breach. In addition, in the event of a breach of this covenant by Employee, Company or COBZ shall also be entitled to recover reasonable costs and attorneys' ’ fees incurred in connection with the enforcement of its rights hereunder. Whenever used herein, Company shall be deemed to include any successors or any other person or entity which may hereafter acquire the business of Company or any of its subsidiariesCOBZ. The foregoing notwithstanding, should the assets of Company be he disposed of in such a manner that no purchaser thereof has acquired a going business, then Employee shall not be bound by the covenants expressed in this paragraph.

Restrictive Covenant. It is mutually recognized and agreed Employee acknowledges that the -------------------- services he is to render are of a special and unusual character with a unique value to the Company, the loss of which cannot adequately be compensated by damages in an action at law. In view of the unique value to the Company of the services of Employee for which the Company has contracted hereunder, because of the confidential information to be rendered pursuant obtained by or disclosed to Employee, as hereinabove set forth, and as a material inducement to the Company to enter into this Agreement by and to pay to Employee are special, unique and the compensation stated herein as well as any additional benefits stated in Section 1.3 of extraordinary character. Thereforethis Agreement, as a condition to Company's obligations hereunderwell as any additional benefits stated herein. For the period commencing with the date of the Agreement and ending one (1) year following the termination of this Agreement (severance period), for whatever reason, the Employee agrees that without he will not directly or indirectly, for his own account or for the account of others, whether as principal or agent or through the agency of any corporation, partnership, association or other business entity, engage in any business activity which shall be competitive to any business of the Company's prior written consent. For purposes hereof, during a business will be deemed, until proven otherwise, to be competitive if it involves providing physician practice management or network development services, including consulting services related to physician practice management companies, related to orthopaedics or the term treatment of musculoskeletal injuries or illnesses. Activities specifically excluded from the definition of competitive business, for purposes hereof, are (i) accepting employment to directly manage an independent individual physician practice not associated with a competitive physician practice management company and (ii) providing individual self- employed consulting services directly representing an individual physician practice, but not representing a company providing physician practice management or network development services to multiple physician practices. The Employee agrees further that, for a period commencing with the date of this Agreement and for a period ending on the first anniversary of the date of one (1) year following termination of Employee's employment hereunderthis Agreement, regardless of causefor whatever reason, Employee will not engage in any mannershall not, directly or indirectly, make known to solicit or induce any employee or agent of Company or any of its subsidiaries to terminate employment with Company or any of its subsidiaries, as the case may be, or solicit or induce any customer of Company or any of its subsidiaries to become a customer of any person, firm, partnership, firm or corporation, trust the names and addresses of any clients, customers, employees or any other entity that ownsinformation pertaining to them nor call on, controls solicit, take away, contract with, employ or is hire or attempt to call on, solicit, take away, contract with, employ or hire any of the clients, customers, or employees, including, but not limited to, those upon whom the Employee called or with whom he became acquainted during the performance of the services pursuant to this Agreement, whether for personal purposes or for any other person, firm or corporation. Nothing contained in this Section 1.7 shall prohibit the Employee from purchasing and holding as an investment not more than 5% of any class of the issued and outstanding and publicly traded (on a bank, savings and loan association, credit union recognized national or similar financial institution. Furthermore, Employee will at no time during regional securities exchange or subsequent to the term of Employee's employment by Company make any statements or take any actions which could reasonably be expected to damage the reputation or business of Company. It is further recognized and agreed that irreparable injury will result to Company, its businesses and property in the event of a breach of this covenant by Employee, that such injury would be difficult if not impossible to ascertain, and therefore, any remedy at law for any breach by Employee of this covenant will be inadequate and Company shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damage to Company by reason over-the-counter market) capital stock of any such breach. In addition, corporation which conducts a business in the event of a breach of this covenant by Employee, Company shall also be entitled to recover reasonable costs and attorneys' fees incurred in connection competition with the enforcement of its rights hereunder. Whenever used herein, Company shall be deemed to include any successors or any other person or entity which may hereafter acquire the business of Company the Company. Should the foregoing covenant not to compete be held invalid or any unenforceable because of its subsidiariesthe scope of the actions restricted thereby, or the period of time within which such agreement is operative in the judgment of a court of competent jurisdiction, the parties agree that and hereby authorize such court to define the maximum actions subject to and restricted by this Section 1.7 and the period of time during which such agreement is enforceable. The foregoing notwithstandingprovisions of this Section 1.7 shall be applicable for the period indicated, should regardless of the assets termination of Company be disposed this Agreement for any reason prior to the expiration of in such a manner that no purchaser thereof has acquired a going business, then Employee shall not be bound by the covenants expressed in this paragraphperiod.

Restrictive Covenant. It is mutually recognized and agreed that the -------------------- services to be rendered pursuant to this Agreement by Employee are special, unique and of extraordinary character. Therefore, as a condition to Company's obligations hereunder, Employee agrees that without Company's prior written consent, during the term of this Agreement and for a period ending on the first anniversary of the date of termination of Employee's his employment hereunder, regardless of cause, Employee he will not engage in any manner, directly or indirectly, to solicit or induce any employee or agent of Company or any of its subsidiaries to terminate employment with Company or any of its subsidiaries, as the case may be, or solicit or induce any customer of Company or any of its subsidiaries to become a customer of any person, firm, partnership, corporation, trust or other entity that owns, controls or is a bank, savings and loan association, credit union or similar financial institution. Furthermore, Employee will at no time during or subsequent to the term of Employee's his employment by Company make any statements or take any actions which could reasonably be expected to damage the reputation or business of Company. It is further recognized and agreed that irreparable injury will result to Company, its businesses and property in the event of a breach of this covenant by Employee, that such injury would be difficult if not impossible to ascertain, and therefore, any remedy at law for any breach by Employee of this covenant will be inadequate and Company shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damage to Company by reason of any such breach. In addition, in the event of a breach of this covenant by Employee, Employees Company shall also be entitled to recover reasonable costs and attorneys' fees incurred in connection with the enforcement of its rights hereunder. Whenever used herein, Company shall be deemed to include any successors or any other person or entity which may hereafter acquire the business of Company or any of its subsidiaries. The foregoing notwithstanding, should the assets of Company be disposed of in such a manner that no purchaser thereof has acquired a going business, then Employee shall not be bound by the covenants expressed in this paragraph.

Restrictive Covenant. It is mutually recognized and agreed that the -------------------- services to be rendered pursuant to this Agreement by Employee are special, unique and of extraordinary character. Therefore, as a condition to Company's obligations hereunder, Employee agrees that without Company's prior written consent, consent during the term of this Agreement and for a period ending on the first anniversary of the date of termination of Employee's her employment hereunder, regardless of cause, Employee she will not engage in any manner, directly or indirectly, to solicit or induce any employee or agent of Company Company, Littleton Bank or any of its subsidiaries Women's Bank to terminate employment with Company Company, Littleton Bank or any of its subsidiariesWomen's Bank, as the case may be, or solicit or induce any customer of Company Company, Littleton Bank or any of its subsidiaries Women's Bank to become a customer of any person, firm, partnership, corporation, trust or other entity that owns, controls or is a bank, savings and loan association, credit union or similar financial institution. Furthermore, Employee will at no time during or subsequent to the term of Employee's her employment by Company make any statements or take any actions which could reasonably be expected to damage the reputation or business of Company. It is further recognized and agreed that irreparable injury will result to Company, its businesses and property in the event of a breach of this covenant by Employee, that such injury would be difficult if not impossible to ascertain, and therefore, any remedy at law for any breach by Employee of this covenant will be inadequate and Company shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damage to Company by reason of any such breach. In addition, in the event of a breach of this covenant by Employee, Company shall also be entitled to recover reasonable costs and attorneys' fees incurred in connection with the enforcement of its rights hereunder. Whenever used herein, Company shall be deemed to include any successors or any other person or entity which may hereafter acquire the business of Company Company, Littleton Bank or any of its subsidiariesWomen's Bank. The foregoing notwithstanding, should the assets of Company be disposed of in such a manner that no purchaser thereof has acquired a going business, then Employee shall not be bound by the covenants expressed in this paragraph.

Restrictive Covenant. It is mutually recognized and agreed that During your service as an employee to the -------------------- services to be rendered pursuant to this Agreement by Employee are special, unique and of extraordinary character. Therefore, as a condition to Company's obligations hereunder, Employee agrees that without Company's prior written consent, during the term of this Agreement Company and for a period ending of one (1) year after the termination thereof for any reason, you shall not (nor shall you assist, cooperate with, invest in or with (provided you may acquire stock or other security listed on a national securities exchange or traded on a daily basis in the first anniversary over-the-counter market not in excess of 2% of the date company whose stock or other securities are being acquired), or permit any of termination of Employee's employment hereunder, regardless of cause, Employee will not engage in any manner, your affiliates or relatives to) directly or indirectly, to solicit develop, own, manage, operate, control, invent or induce in any employee manner participate in the development, ownership, management, operation, control or agent invention of, or serve as a partner, employee, principal, agent, consultant or otherwise contract with, or have any financial interest in, or aid or assist any other person or entity that is in competition with the Business. If a court of Company competent jurisdiction should declare this Section, or any of its subsidiaries to terminate employment with Company or any of its subsidiariesprovision hereof, as the case may be, or solicit or induce any customer of Company or any of its subsidiaries to become a customer unenforceable because of any personunreasonable restriction of duration and/or activity, firmthen you hereby acknowledge and agree that such court shall have the express authority to reform this Agreement to provide for reasonable restrictions and/or grant the Company such other relief, partnershipat law or in equity, corporationreasonably necessary to protect the interests of the Company. You specifically acknowledge that a breach of this Section would cause the Company and its Members to suffer immediate and irreparable harm, trust or other entity that owns, controls or is a bank, savings and loan association, credit union or similar financial institution. Furthermore, Employee will at no time during or subsequent to the term of Employee's employment by Company make any statements or take any actions which could reasonably not be expected to damage remedied by the reputation or business payment of Companymoney. It is further recognized and agreed that irreparable injury will result to Company, its businesses and property in In the event of a breach or threatened breach by you of any of the provisions of this covenant by EmployeeAgreement, that such injury would be difficult if not impossible to ascertain, the Company and therefore, any remedy at law for any breach by Employee of this covenant will be inadequate and Company its Members shall be entitled to temporary and permanent injunctive relief to end such breach, without the necessity requirement to post bond, and shall be entitled to recover reasonable attorneys’ fees and expenses. If the Company shall commence an action pursuant to this Agreement and a Court shall make a final determination denying the injunctive relief sought, you shall be entitled to recover reasonable attorneys’ fees and expenses from the Company in defense of proving actual damage such action if the court determines the Company’s action had no justifiable basis in law. Nothing herein shall be construed as prohibiting the Company from pursuing any other remedies available to Company by reason it for such breach or such threatened breach, including the recovery of damages. Notwithstanding anything herein or in any such breach. In additionUnit Forfeiture Agreement to the contrary, in the event of a your breach of this covenant Section, all of the Units granted hereunder shall be deemed Unvested Units for purposes of the Unit Forfeiture Agreement and such Units shall be forfeit to the Company pursuant to the terms thereof. Severance: In the event that (i) your employment is terminated by Employeethe Company, Company other than for Cause, or (ii) you terminate your employment for Good Reason, then you shall also be entitled to recover reasonable costs receive, in equal monthly installments as salary continuation for a period of six months following any such termination of your employment, an amount equal to the sum of (A) your then current monthly base salary, and attorneys' fees incurred in connection with (B) the enforcement cost to you of its rights hereunder. Whenever used hereinyour medical and/or dental coverage elected under COBRA (until you become eligible for comparable coverage from another employer), Company shall be deemed to include any successors or any less applicable tax and other person or entity which may hereafter acquire the business of Company or any of its subsidiaries. The foregoing notwithstanding, should the assets of Company be disposed of in such a manner that no purchaser thereof has acquired a going business, then Employee shall not be bound by the covenants expressed in this paragraphpayroll withholding amounts.

Restrictive Covenant. It is mutually recognized and agreed that the -------------------- services to be rendered pursuant to this Agreement by Employee are special, unique and of extraordinary character. Therefore, as a condition to Company's obligations hereunder, Employee agrees that without Company's prior written consent, during During the term of this Consulting Agreement and for a period ending three (3) months after its termination, Consultant will not, on the first anniversary of the date of termination of Employee's employment hereunderhis own account or as an employee, regardless of causeconsultant, Employee will not engage in any mannerpartner, directly or indirectlyofficer, to solicit or induce any employee or agent of Company or any of its subsidiaries to terminate employment with Company or any of its subsidiaries, as the case may bedirector, or solicit or induce any customer of Company or any of its subsidiaries to become a customer stock holder of any other person, firm, partnership, or corporation, trust conduct, engage in, be connected with, have any interest in, or aid or assist anyone else engaging in the business conducted by the Company, except that Consultant shall be permitted to own, for himself, shares of the common stock of any company engaged in a business similar to that business conducted by the Company, whose shares are regularly traded on a United States national securities exchange or NASDAQ or any other entity similar exchange provided that owns, controls or the ownership of Consultant in such company is a bank, savings not in excess of three percent (3%) of the total issued and loan association, credit union or similar financial institutionoutstanding shares of any such company. Furthermore, Employee will at no Consultant agrees that the limitation in this Section 5 is the minimum period of time during or subsequent necessary to protect the term of Employee's employment by Company make any statements or take any actions which could reasonably be expected to damage the reputation or business of Company. It is further recognized and agreed that irreparable injury will result to Company, its successors and assigns, in the use or employment of the goodwill of the businesses conducted by the Company. Consultant agrees and property acknowledges that in his capacity as Consultant, he will be contacting customers of the Company and as such, the Company is entitled to the protection afforded by this restriction to preserve the benefits which are to be acquired pursuant to the Agreement. Consultant agrees that damages cannot compensate the Company in the event of a breach violation of this covenant by Employeenoncompetitive covenant, and that such injury injunction relief would be difficult if not impossible to ascertainessential for the protection of the Company, its successors and assigns. Consultant, therefore, any remedy at law for any breach by Employee of this covenant will be inadequate agrees and Company shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damage to Company by reason consents that in case of any such breach. In additionbreach or violation, the Company may have such injunctive relief, without bond, but upon due notice, in addition to such further or other relief as may appertain at equity or law. No waiver of any breach or violation hereof shall be implied from forbearance or failure by the event Company to take action under this Section 5. It is the desire and intent of a breach the parties that the provisions of this covenant by EmployeeSection 5 be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, Company shall also if any particular portion of this Section 5 is determined and adjudicated to be entitled to recover reasonable costs and attorneys' fees incurred in connection with the enforcement of its rights hereunder. Whenever used hereininvalid or unenforceable, Company this Section 5 shall be deemed amended to include delete therefrom that portion thus determined and adjudicated to be invalid or unenforceable, such deletion to apply only with respect to the operation of this Section 5 and the particular jurisdiction in which such adjudication is made; provided, further, to the extent any successors or any other person or entity which may hereafter acquire the business provision of Company or any this Section 5 is deemed unenforceable by virtue of its subsidiaries. The foregoing notwithstandingscope, should but may be made enforceable by limitation thereof, the assets of Company parties agree that the same shall, nevertheless, be disposed of enforceable to the fullest extent permissible under the laws and public policies applied in such a manner that no purchaser thereof has acquired a going business, then Employee shall not be bound by the covenants expressed jurisdiction in this paragraphwhich enforcement is sought.

Restrictive Covenant. It is mutually recognized and agreed that the -------------------- services to be rendered pursuant to this Agreement by Employee are special, unique and of extraordinary character. Therefore, as a condition to Company's obligations hereunder, The Employee agrees that without Company's prior written consent, during at the term expiration of this Agreement and or at termination for any reason whatsoever, the Employee shall not, for a period ending on of three years thereafter, engage in any business, as principal employee or otherwise, which competes with the first anniversary Company in the United States with respect to the manufacture, production, assembling, distribution, or sale of products which are the date of termination of same or similar or related to use or function to those which are manufactured, assembled, sold, or being developed by the Company at any time during the Employee's employment hereunderwith the Company, regardless or directly or indirectly solicit or contact any present or past (one having active contact within twelve months prior to termination of causethe Employee's employment) distributor, dealer, customer, client, employee or consultant of the Company (or the Company's subsidiaries or affiliates). In the event that this agreement is not renewed and the Employee is terminated, the Employee will not engage be entitled to one week of severance for each year of employment. In addition all existing insurance benefits shall remain in any manner, directly or indirectly, to solicit or induce any employee or agent of Company or any of its subsidiaries to terminate employment with Company or any of its subsidiaries, as force during the case may be, or solicit or induce any customer of Company or any of its subsidiaries to become a customer of any person, firm, partnership, corporation, trust or other entity that owns, controls or is a bank, savings and loan association, credit union or similar financial institution. Furthermore, Employee will at no time during or subsequent to the term of Employee's employment by Company make any statements or take any actions which could reasonably be expected to damage the reputation or business of Companyseverance period. It is further recognized the desire and agreed intent of the parties that irreparable injury will result the provision of this section shall be enforced to Company, its businesses the fullest extent permissible under the laws and property public policies applied in each jurisdiction in which enforcement is sought. The parties hereto recognize and agree that in the event of a the breach of any provision of this covenant by Employeecovenant, that such injury would be difficult if there is not impossible to ascertain, and therefore, any a remedy at law for any breach by adequate to protect the rights and interest of the Company set forth herein, and the parties therefor agree that the Company shall have the right to an injunction enjoining the Employee from violating the provisions of this covenant will be inadequate and Company section. Nothing herein shall be entitled to temporary and permanent injunctive relief without construed as prohibiting the necessity Company from pursuing any other remedies available for such breach or threatened breach, including the recovery of proving actual damage to Company by reason of any such breachdamages from the Employee. In additionthe event that any restriction contained in this covenant is deemed by any court to be void because it is for an excessive period of time or restricts the Employee from engaging in a business competing with the Company in an excessive geographical area, it is agreed by the parties that said court shall have the right to decrease the time period or geographical area covered by such restriction to a time period and/or geographical area which is not excessive. It is understood and agreed that in the event the Company terminates the Employee without cause or if the Company breaches this Agreement and does not cure said breach as provided in paragraph 3(d), the provisions of a breach of this covenant by Employee, Company shall also be entitled to recover reasonable costs paragraph 9 are null and attorneys' fees incurred in connection with the enforcement of its rights hereunder. Whenever used herein, Company shall be deemed to include any successors or any other person or entity which may hereafter acquire the business of Company or any of its subsidiaries. The foregoing notwithstanding, should the assets of Company be disposed of in such a manner that no purchaser thereof has acquired a going business, then Employee shall not be bound by the covenants expressed in this paragraphvoid.

Restrictive Covenant. It is mutually recognized and agreed that the -------------------- services to be rendered pursuant to this Agreement by Employee are special, unique and of extraordinary character. Therefore, as a condition to Company's obligations hereunder, Employee agrees that without Company's prior written consent, during During the term of this Consulting Agreement and for a period ending any reason whatsoever, Consultant will not, on the first anniversary of the date of termination of Employee's employment hereunderhis own account or as an employee, regardless of causeconsultant, Employee will not engage in any mannerpartner, directly or indirectlyofficer, to solicit or induce any employee or agent of Company or any of its subsidiaries to terminate employment with Company or any of its subsidiaries, as the case may bedirector, or solicit or induce any customer of Company or any of its subsidiaries to become a customer stock holder of any other person, firm, partnership, or corporation, trust conduct, engage in, be connected with, have any interest in, or aid or assist anyone else engaging in the business conducted by the Company, except that Consultant shall be permitted to own, for himself, shares of the common stock of any company engaged in a business similar to that business conducted by the Company, whose shares are regularly traded on the New York Stock Exchange or NASDAQ exchange or any other entity similar exchange provided that owns, controls or the ownership of Consultant in such company is a bank, savings not in excess of three percent (3%) of the total issued and loan association, credit union or similar financial institutionoutstanding shares of any such company. Furthermore, Employee will at no Consultant agrees that the limitation in this Section 5 is the minimum period of time during or subsequent necessary to protect the term of Employee's employment by Company make any statements or take any actions which could reasonably be expected to damage the reputation or business of Company. It is further recognized and agreed that irreparable injury will result to Company, its successors and assigns, in the use or employment of the goodwill of the businesses conducted by the Company. Consultant agrees and property acknowledges that in his capacity as Consultant, he will be contacting customers of the Company and as such, the Company is entitled to the protection afforded by this restriction to preserve the benefits which are to be acquired pursuant to the Agreement. In the event this Consulting Agreement is terminated prior to the close of the anticipated term, this restrictive covenant shall be continued for what would have been the remaining term of this Consulting Agreement. Consultant agrees that damages cannot compensate the Company in the event of a breach violation of this covenant by Employeenoncompetitive covenant, and that such injury injunction relief would be difficult if not impossible to ascertainessential for the protection of the Company, its successors and assigns. Consultant, therefore, any remedy at law for any breach by Employee of this covenant will be inadequate agrees and Company shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damage to Company by reason consents that in case of any such breach. In additionbreach or violation, the Company may have such injunctive relief, without bond, but upon due notice, in addition to such further or other relief as may appertain at equity or law. No waiver of any breach or violation hereof shall be implied from forbearance or failure by the event Company to take action under this Section 5. It is the desire and intent of a breach the parties that the provisions of this covenant by EmployeeSection 5 be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, Company if any particular portion of this Section 5 is determined and adjudicated to be invalid or unenforceable, this Section 5 shall also be entitled to recover reasonable costs and attorneys' fees incurred in connection with the enforcement of its rights hereunder. Whenever used herein, Company shall be deemed to include any successors or any other person or entity which may hereafter acquire the business of Company or any of its subsidiaries. The foregoing notwithstanding, should the assets of Company be disposed of in such a manner that no purchaser thereof has acquired a going business, then Employee shall not be bound by the covenants expressed in this paragraph.be

Restrictive Covenant. It is mutually recognized and agreed Employee acknowledges that the -------------------- services Company needs to be rendered protected against the potential for unfair competition and impairment of the Company's goodwill by Employee's use of the Company's training, assistance, confidential information and trade secrets in direct competition with the Company. Employee therefore agrees that for the greater of (a) six months, or (b) the period of time that Employee is entitled to receive severance pay from the Company pursuant to paragraph 3(c) of this Agreement Agreement, Employee shall not operate, join, control, be employed by or participate in ownership, management, operation or control of, or be connected in any manner as an independent contractor, consultant or otherwise, with any person or organization engaged in any business activity which is the same as, similar to, or competitive with any business of the Company or any successor of the Company as of the expiration or termination date within the states of the United States of America. Employee are specialexpressly agrees the provisions of this paragraph 8 shall survive the expiration or the termination of this Agreement, unique and whether such termination be voluntary or involuntary or with or without cause. In the event Company maintains an action, either at law, equity, or both, to enforce this non-competition covenant against Employee, Employee waives any right to maintain any of extraordinary character. Thereforethe following defenses: (a) That this restrictive covenant is not necessary for the protection of the business or the goodwill of Company; (b) That this restrictive covenant is unreasonable, as a condition unconscionable, illegal, in restraint of trade, or in violation of any right granted by the state or federal constitution; (c) That there has been no damage to Company's obligations hereunder, ; (d) That Company has an adequate remedy at law; or (e) That this restrictive covenant is not supported by adequate consideration. Employee agrees that without Company's prior written consentin addition, during but not to the term exclusion of any other available remedy, Company shall have the right to enforce the provisions of this Agreement non-competition agreement by applying for and for obtaining temporary and permanent restraining orders or injunctions from a period ending on court of competent jurisdiction without the first anniversary necessity of filing a bond therefor. In any such court action, the date of termination of Employee's employment hereunder, regardless of cause, Employee will not engage in any manner, directly or indirectly, to solicit or induce any employee or agent of Company or any of its subsidiaries to terminate employment with Company or any of its subsidiaries, as the case may be, or solicit or induce any customer of Company or any of its subsidiaries to become a customer of any person, firm, partnership, corporation, trust or other entity that owns, controls or is a bank, savings and loan association, credit union or similar financial institution. Furthermore, Employee will at no time during or subsequent to the term of Employee's employment by Company make any statements or take any actions which could reasonably be expected to damage the reputation or business of Company. It is further recognized and agreed that irreparable injury will result to Company, its businesses and property in the event of a breach of this covenant by Employee, that such injury would be difficult if not impossible to ascertain, and therefore, any remedy at law for any breach by Employee of this covenant will be inadequate and Company prevailing party shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damage to Company by reason of any such breach. In addition, in the event of a breach of this covenant by Employee, Company shall also be entitled to recover its reasonable costs and attorneys' fees incurred in connection with and costs from the enforcement of its rights hereunder. Whenever used herein, Company shall be deemed to include any successors or any other person or entity which may hereafter acquire the business of Company or any of its subsidiaries. The foregoing notwithstanding, should the assets of Company be disposed of in such a manner that no purchaser thereof has acquired a going business, then Employee shall not be bound by the covenants expressed in this paragraphparty.

Restrictive Covenant. It is mutually recognized and agreed that the -------------------- services to be rendered pursuant to this Agreement by Employee are special, unique and of extraordinary character. Therefore, as a condition to Company's obligations hereunder, Employee agrees that without Company's prior written consent, during the term of this Agreement and for a period ending on the first anniversary of the date of termination of Employee's his employment hereunder, regardless of cause, Employee he will not engage in any manner, manner directly or indirectly, to solicit or induce any employee or agent of Company or any of its subsidiaries to terminate employment with Company or any of its subsidiaries, as the case may be, or solicit or induce any customer of Company or any of its subsidiaries to become a customer of any person, firm, partnership, corporation, trust or other entity that owns, controls or is a bank, savings and loan association, credit union or similar financial institution. Furthermore, Employee will at no time during or subsequent to the term of Employee's his employment by Company make any willful and intentional false statements or take any actions which could reasonably be expected to damage the reputation or business of Company. It is further recognized and agreed that irreparable injury will result to Company, its businesses and property in the event of a breach of this covenant by Employee, that such injury would be difficult if not impossible to ascertain, and therefore, any remedy at law for any breach by Employee of this covenant will be inadequate and Company shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damage to Company by reason of any such breach. In addition, in the event of a breach of this covenant by Employee, Company shall also be entitled to recover reasonable costs and attorneys' fees incurred in connection with the enforcement of its rights hereunder. Whenever used herein, Company shall be deemed to include any successors or any other person or entity which may hereafter acquire the business of Company or any of its subsidiaries. The foregoing notwithstanding, should the assets of Company be disposed of in such a manner that no purchaser thereof has acquired a going business, then Employee shall not be bound by the covenants expressed in this paragraph.

Restrictive Covenant. It is mutually recognized and agreed that the -------------------- services to be rendered pursuant to this Agreement by Employee are special, unique and of extraordinary character. Therefore, as a condition to Company's obligations hereunder, Employee agrees that without Company's prior written consent, during the term of this Agreement and for a period ending on the first anniversary of the date of termination of Employee's his employment hereunder, regardless of cause, Employee he will not engage in any manner, directly or indirectly, to solicit or induce any employee or agent of Company or any of its subsidiaries to terminate employment with Company or any of its subsidiaries, as the case may be, or solicit or induce any customer of Company or any of its subsidiaries to become a customer of any person, firm, partnership, corporation, trust or other entity that owns, controls or is a bank, savings and loan association, credit union or similar financial institution. Furthermore, Employee will at no time during or subsequent to the term of Employee's his employment by Company make any statements or take any actions which could reasonably be expected to damage the reputation or business of Company. It is further recognized and agreed that irreparable injury will result to Company, its businesses and property in the event of a breach of this covenant by Employee, that such injury would be difficult if not impossible to ascertain, and therefore, any remedy at law for any breach by Employee of this covenant will be inadequate and Company shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damage to Company by reason of any such breach. In addition, in the event of a breach of this covenant by Employee, Company shall also be entitled to recover reasonable costs and attorneys' fees incurred in connection with the enforcement of its rights hereunder. Whenever used herein, Company shall be deemed to include any successors or any other person or entity which may hereafter acquire the business of Company or any of its subsidiaries. The foregoing notwithstanding, should the assets of Company be disposed of in such a manner that no purchaser thereof has acquired a going business, then Employee shall not be bound by the covenants expressed in this paragraph.

Restrictive Covenant. It is mutually recognized and agreed that During your service as an employee to the -------------------- services to be rendered pursuant to this Agreement by Employee are special, unique and of extraordinary character. Therefore, as a condition to Company's obligations hereunder, Employee agrees that without Company's prior written consent, during the term of this Agreement Company and for a the one year period ending on following the first anniversary of the date of termination of Employee's your employment hereunderwith the Company for any reason, regardless of causeyou shall not (nor shall you assist, Employee will not engage cooperate with, or invest in any manner, or with) directly or indirectly, develop, own, manage, operate, control, invent or in any manner participate in the development, ownership, management, operation, control or invention of, or serve as a partner, employee, principal, agent, consultant or otherwise contract with, or have any financial interest in, or aid or assist any other person or entity that is directly involved in the Company’s Business prior to solicit or induce termination of employment, other than passive investments in securities of publicly-traded companies totaling not more than 2% of any employee or agent such company. If a court of Company competent jurisdiction should declare this Section, or any of its subsidiaries to terminate employment with Company or any of its subsidiariesprovision hereof, as the case may be, or solicit or induce any customer of Company or any of its subsidiaries to become a customer unenforceable because of any personunreasonable restriction of duration and/or activity, firmthen you hereby acknowledge and agree that such court shall have the express authority to reform this Agreement to provide for reasonable restrictions and/or grant the Company such other relief, partnershipat law or in equity, corporationreasonably necessary to protect the interests of the Company. You specifically acknowledge that a breach of this Section would cause the Company and its Members to suffer immediate and irreparable harm, trust or other entity that owns, controls or is a bank, savings and loan association, credit union or similar financial institution. Furthermore, Employee will at no time during or subsequent to the term of Employee's employment by Company make any statements or take any actions which could reasonably not be expected to damage remedied by the reputation or business payment of Companymoney. It is further recognized and agreed that irreparable injury will result to Company, its businesses and property in In the event of a breach or threatened breach by you of any of the provisions of this covenant by EmployeeAgreement, that such injury would be difficult if not impossible to ascertain, and therefore, any remedy at law for any breach by Employee of this covenant will be inadequate and the Company shall be entitled to temporary and permanent seek injunctive relief to end such breach, without the necessity of proving actual damage requirement to Company by reason of any such breach. In additionpost bond, in and the event of a breach of this covenant by Employee, Company prevailing party shall also be entitled to recover it’s reasonable costs attorneys’ fees and attorneys' fees incurred in connection with the enforcement of its rights hereunderexpenses. Whenever used herein, Company Nothing herein shall be deemed to include any successors or construed as prohibiting the Company from pursuing any other person remedies available to it for such breach or entity which may hereafter acquire such threatened breach, including the business recovery of Company damages. In the event that (i) your employment is terminated by the Company, other than for Cause, or any of its subsidiaries. The foregoing notwithstanding, should the assets of Company be disposed of in such a manner that no purchaser thereof has acquired a going business(ii) you terminate your employment for Good Reason, then Employee you shall not be bound by entitled to receive, in equal monthly installments as salary continuation for the covenants expressed in this paragraphSeverance Period, an amount equal to the sum of (A) your then current monthly base salary, and (B) the cost to you of your medical and/or dental coverage elected under COBRA (until you become eligible for comparable coverage from another employer), less applicable tax and other payroll withholding amounts.

Restrictive Covenant. It is mutually recognized and agreed that the -------------------- services to be rendered pursuant to this Agreement by Employee are special, unique and of extraordinary character. Therefore, as a condition to Company's ’s obligations hereunder, Employee agrees that without Company's ’s prior written consent, during the term of this Agreement and for a period ending on the first anniversary of the date of termination of Employee's ’s employment hereunder, regardless of cause, Employee will not engage in any manner, directly or indirectly, to solicit or induce any employee or agent of Company or any of its subsidiaries to terminate employment with Company or any of its subsidiaries, as the case may be, or solicit or induce any customer of Company or any of its subsidiaries to become a customer of any person, firm, partnership, corporation, trust or other entity that owns, controls or is a bank, savings and loan association, credit union or similar financial institution. Furthermore, Employee will at no time during or subsequent to the term of Employee's ’s employment by Company make any statements or take any actions which could reasonably be expected to damage the reputation or business of Company. It is further recognized and agreed that irreparable injury will result to Company, its businesses and property in the event of a breach of this covenant by Employee, that such injury would be difficult if not impossible to ascertain, and therefore, any remedy at law for any breach by Employee of this covenant will be inadequate and Company shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damage to Company by reason of any such breach. In addition, in the event of a breach of this covenant by Employee, Company shall also be entitled to recover reasonable costs and attorneys' ’ fees incurred in connection with the enforcement of its rights hereunder. Whenever used herein, Company shall be deemed to include any successors or any other person or entity entity, which may hereafter acquire the business of Company or any of its subsidiaries. The foregoing notwithstanding, should the assets of Company be disposed of in such a manner that no purchaser thereof has acquired a going business, then Employee shall not be bound by the covenants expressed in this paragraph.

Restrictive Covenant. It is mutually recognized and agreed that the -------------------- services to be rendered pursuant to this Agreement by Employee are special, unique and of extraordinary character. Therefore, as a condition to Company's obligations hereunder, Employee agrees that without Company's prior written consent, during the term of this Agreement and for a period ending on the first anniversary of the date of termination of Employee's his employment hereunder, regardless of cause, Employee he will not engage in any manner, directly or indirectly, to solicit or induce any employee or agent of Company or any of its subsidiaries the Bank to terminate employment with Company or any of its subsidiariesthe Bank, as the case may be, or solicit or induce any customer of Company or any of its subsidiaries the Bank to become a customer of any person, firm, partnership, corporation, trust or other entity that owns, controls or is a bank, savings and loan association, credit union or similar financial institution. Furthermore, Employee will at no time during or subsequent to the term of Employee's his employment by Company make any statements or take any actions which could reasonably be expected to damage the reputation or business of Company. It is further recognized and agreed that irreparable injury will result to Company, its businesses and property in the event of a breach of this covenant by Employee, that such injury would be difficult if not impossible to ascertain, and therefore, any remedy at law for any breach by Employee of this covenant will be inadequate and Company shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damage to Company by reason of any such breach. In addition, in the event of a breach of this covenant by Employee, Company shall also be entitled to recover reasonable costs and attorneys' fees incurred in connection with the enforcement of its rights hereunder. Whenever used herein, Company shall be deemed to include any successors or any other person or entity which may hereafter acquire the business of Company or any of its subsidiariesthe Bank. The foregoing notwithstanding, should the assets of Company be he disposed of in such a manner that no purchaser thereof has acquired a going business, then Employee shall not be bound by the covenants expressed in this paragraph.

Restrictive Covenant. It is mutually recognized and agreed that the -------------------- services to be rendered pursuant to this Agreement by Employee are special, unique and of extraordinary character. Therefore, as a condition to Company's obligations hereunder, Employee agrees that without Company's prior written consent, during the term of this Agreement and for a period ending on the first anniversary of the date of termination of Employee's her employment hereunder, regardless of cause, Employee she will not engage in any manner, directly or indirectly, to solicit or induce any employee or agent of Company or any of its subsidiaries to terminate employment with Company or any of its subsidiaries, as the case may be, or solicit or induce any customer of Company or any of its subsidiaries to become a customer of any person, firm, partnership, corporation, trust or other entity that owns, controls or is a bank, savings and loan association, credit union or similar financial institution. Furthermore, Employee will at no time during or subsequent to the term of Employee's her employment by Company make any statements or take any actions which could reasonably be expected to damage the reputation or business of Company. It is further recognized and agreed that irreparable injury will result to Company, its businesses and property in the event of a breach of this covenant by Employee, that such injury would be difficult if not impossible to ascertain, ascertain and therefore, any remedy at law for any breach by Employee of this covenant will be inadequate and Company shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damage to Company by reason of any such breach. In addition, in the event of a breach of this covenant by Employee, Company shall also be entitled to recover reasonable costs and attorneys' fees incurred in connection with the enforcement of its rights hereunder. Whenever used herein, Company shall be deemed to include any successors or any other person or entity which may hereafter acquire the business of Company or any of its subsidiaries. The foregoing notwithstanding, should the assets of Company be disposed of in such a manner that no purchaser thereof has acquired a going business, then Employee shall not be bound by the covenants expressed in this paragraph.

Restrictive Covenant. It is mutually recognized and agreed that the -------------------- services to be rendered pursuant to this Agreement by Employee are special, unique and of extraordinary character. Therefore, as a condition to Company's obligations hereunder, Employee agrees that without Company's prior written consent, during the term of this Agreement and for a period ending on the first anniversary of the date of termination of Employee's his employment hereunder, regardless of cause, Employee he will not engage in any manner, directly or indirectly, to solicit or induce any employee or agent of Company or any of its subsidiaries the Bank to terminate employment with Company or any of its subsidiariesthe Bank, as the case may be, or solicit or induce any customer of Company or any of its subsidiaries the Bank to become a customer of any person, firm, partnership, corporation, trust or other entity that owns, controls or is a bank, savings and loan association, credit union or similar financial institution. Furthermore, Employee will at no time during or subsequent to the term of Employee's his employment by Company make any statements or take any actions which could reasonably be expected to damage the reputation or business of Company. It is further recognized and agreed that irreparable injury will result to Company, its businesses and property in the event of a breach of this covenant by Employee, that such injury would be difficult if not impossible to ascertain, and therefore, any remedy at law for any breach by Employee of this covenant will be inadequate and Company shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damage to Company by reason of any such breach. In addition, in the event of a breach of this covenant by Employee, Company shall also be entitled to recover reasonable costs and attorneys' fees incurred in connection with the enforcement of its rights hereunder. Whenever used herein, Company shall be deemed to include any successors or any other person or entity which may hereafter acquire the business of Company or any of its subsidiariesthe Bank. The foregoing notwithstanding, should the assets of Company be he disposed of in such a manner that no purchaser thereof has acquired a going business, then Employee shall not be bound by the covenants expressed in this paragraph.

Restrictive Covenant. It is mutually recognized and agreed DISTRIBUTOR acknowledges that the -------------------- services from time to be rendered pursuant to this Agreement by Employee are special, unique and of extraordinary character. Therefore, as a condition to Company's obligations hereunder, Employee agrees that without Company's prior written consent, time during the term of this Agreement it will acquire information concerning secret processes, designs, formulae, know-how, prices, margins, plans, strategies, customers, markets and for other confidential information of or concerning COMPANY, its affiliates or the Products or processes of COMPANY or its affiliates, which information is valuable, gives COMPANY a period ending on competitive advantage and which COMPANY uses reasonable means was to keep secret ("Confidential Information"). DISTRIBUTOR acknowledges COMPANY's exclusive right, title and interest in the first anniversary of the date of termination of EmployeeConfidential Information and in COMPANY's employment hereundertrademarks, regardless of causetrade names, Employee will not engage in any manner, directly or indirectly, patents and copyrighted material and agrees to solicit or induce any employee or agent of Company or any of its subsidiaries to terminate employment with Company or any of its subsidiaries, as the case may be, or solicit or induce any customer of Company or any of its subsidiaries to become a customer of any person, firm, partnership, corporation, trust or other entity that owns, controls or is a bank, savings and loan association, credit union or similar financial institution. Furthermore, Employee will at no time do nothing during or subsequent to after the term of Employeethis Agreement to impair such right, title, and interest or to disclose to any third party any Confidential Information acquired by DISTRIBUTOR pursuant to this Agreement or otherwise. DISTRIBUTOR agrees that all Confidential Information shall at all times be the exclusive property of COMPANY. DISTRIBUTOR further agrees to discontinue all use of COMPANY's employment name, trademarks, patents, copyrighted material and Confidential Information immediately upon the termination or expiration of this Agreement for any reason. The obligation to maintain the confidentiality of Confidential Information shall not extend to: (a) Information which is or becomes part of the public domain through no fault of DISTRIBUTOR; (b) Information which can be shown to have been legally disclosed to DISTRIBUTOR by Company make a third party which has not breached any statements 5 obligation as to non-disclosure; (c) Information which can be shown by DISTRIBUTOR to have been acquired by DISTRIBUTOR without restriction prior to disclosure of the same information to it by COMPANY; (d) Information which can be shown by DISTRIBUTOR to have been developed by it independently of any disclosure of Confidential Information to it pursuant to this Agreement; or (e) Information about market conditions or take any actions customers which could reasonably be expected to damage the reputation or business DISTRIBUTOR develops as a result of Companyits performance of its duties hereunder. It is further recognized and agreed that irreparable injury will result to Company, its businesses and property in In the event of a breach an actual or threatened violation of this restrictive covenant by EmployeeDISTRIBUTOR, that such injury would be difficult if not impossible COMPANY shall have the right to ascertain, terminate this Agreement immediately upon giving written notice of termination to DISTRIBUTOR and therefore, any remedy at law for any breach by Employee of this covenant will be inadequate and Company shall be entitled to obtain temporary and permanent injunctive relief without the necessity of proving actual damage to Company by reason of prevent any such breach. In addition, in the event of a breach of this covenant by Employee, Company shall also be entitled to recover reasonable costs and attorneys' fees incurred in connection with the enforcement of its rights hereunder. Whenever used herein, Company shall be deemed to include any successors or any other person or entity which may hereafter acquire the business of Company or any of its subsidiaries. The foregoing notwithstanding, should the assets of Company be disposed of in such a manner that no purchaser thereof has acquired a going business, then Employee shall not be bound by the covenants expressed in this paragraphviolation.