Common use of Services and Exclusivity of Services Clause in Contracts

Services and Exclusivity of Services. So long as this Agreement shall continue in effect, Employee shall devote his full business time, energy and ability exclusively to the business, affairs and interests of Employer and its subsidiaries and matters related thereto, shall use Employee's best efforts and abilities to promote Employer's interests, and shall perform the services contemplated by this Agreement in accordance with policies established by and under the direction of the Board. Employee agrees to serve without additional remuneration in such official capacities for one or more direct or indirect subsidiaries of Employer as the Board may from time to time request, subject to appropriate authorization by the subsidiary or subsidiaries involved and any limitations under applicable law. Employee agrees to faithfully and diligently promote the business, affairs and interests of Employer and its subsidiaries. Without the prior express written authorization of the Board, Employee shall not, directly or indirectly, during the term of this Agreement: (a) render services to any other person or firm for compensation or (b) engage in any activity competitive with or adverse to Employer's business, whether alone, as a partner, or as an officer, director, employee or significant investor of or in any other entity; provided, however, that Employee may continue to own an investment in Great Lakes Holdings, which is the parent of Northern Lakes Financial Corp. and Northern Lakes Equity, which are special purposes companies that each own one B 727-200 aircraft on lease to Sun Country Airlines, Inc. (An investment of greater than 10% of the outstanding capital or equity securities of an entity shall be deemed significant for these purposes.) Employee may make and manage personal business investments of his choice and serve in any capacity with any civic, educational or charitable organization without seeking or obtaining approval by the Board, provided that such activities and services do not substantially interfere or conflict with the performance of duties hereunder or create any conflict of interest with such duties. An investment that exceeds 10% of the

Services and Exclusivity of Services. So long as During the Term of this Agreement shall continue in effectAgreement, Employee shall devote his full business time, energy and ability exclusively to the business, affairs and interests of Employer and its subsidiaries and matters related thereto, in order to perform duties as assigned by senior Employees and the Company’s board of directors (the “Board”). Employee shall use Employee's ’s best efforts and abilities to promote Employer's interests, the Company’s interests and shall perform the services contemplated by this Agreement in accordance with policies established by and under the direction of senior Employees and the Board. Employee agrees to serve without additional remuneration in such official Employee capacities for one or more direct or indirect subsidiaries Affiliates (as that term is defined herein) of Employer the Company as the Board may from time to time request, subject to appropriate authorization by the subsidiary or subsidiaries involved and any limitations under applicable law. Employee agrees to faithfully and diligently promote the business, affairs and interests of Employer the Company and its subsidiariesAffiliates. Without the prior express written authorization of the Board, Employee shall not, directly or indirectly, during the term Term of this Agreement: (a) render services to any other person or firm for compensation or (b) Agreement engage in any activity competitive with or adverse to Employer's the Company’s business, whether alone, as a partner, or as an officer, director, employee or significant investor of or in any other entity; provided, however, that Employee may continue to own an investment in Great Lakes Holdings, which is the parent of Northern Lakes Financial Corp. and Northern Lakes Equity, which are special purposes companies that each own one B 727-200 aircraft on lease to Sun Country Airlines, Inc. . (An investment of greater than 105% of the outstanding capital or equity securities of an entity shall be deemed significant for these purposes.) Employee may make warrants and manage personal business investments represents to the Company that Employee (a) is not, to Employee’s knowledge, violating and will not violate any contractual, legal, or fiduciary obligations or burdens to which Employee is subject as of the Effective Date by entering into this Agreement or providing services under the Agreement’s terms; (b) is, to Employee’s knowledge, under no contractual, legal, or fiduciary obligation or burden that will interfere with his choice ability to perform services under the Agreement’s terms; and serve in (c) has no bankruptcies, convictions, disputes with regulatory agencies, or other discloseable or disqualifying events that would have any capacity with material impact on the Company or any civicAffiliate of the Company, educational or charitable organization without seeking or obtaining approval by the Board, provided that such activities and services do not substantially interfere or conflict with the performance of duties hereunder or create any conflict of interest with such duties. An investment that exceeds 10% of thetheir ability to conduct securities offerings.

Services and Exclusivity of Services. So long as this Agreement shall continue in effect, Employee shall devote his full business time, energy and ability exclusively to the business, affairs and interests of Employer and its subsidiaries and matters related thereto, shall use Employee's best efforts and abilities to promote Employer's interests, and shall perform the services contemplated by this Agreement in accordance with policies established by and under the direction of the Board. Employee agrees to serve without additional remuneration remunera tion in such official capacities for one or more direct or indirect subsidiaries of Employer as the Board may from time to time request, subject to appropriate authorization by the subsidiary or subsidiaries involved and any limitations under applicable law. Employee agrees to faithfully and diligently promote the business, affairs and interests of Employer and its subsidiaries. Without the prior express written authorization of the Board, Employee shall not, directly or indirectly, during the term of this Agreement: (a) render services to any other person or firm for compensation or (b) engage in any activity competitive with or adverse to Employer's business, whether alone, as a partner, or as an officer, director, employee or significant investor of or in any other entity; provided, however, that Employee may continue to own an investment in Great Lakes Holdings, which is the parent of Northern Lakes Financial Corp. and Northern Lakes Equity, which are special purposes companies that each own one B 727-200 aircraft on lease to Sun Country Airlines, Inc. (An investment of greater than 10% of the outstanding capital or equity securities of an entity shall be deemed significant for these purposes.) Employee may make and manage personal business investments of his choice and serve in any capacity with any civic, educational or charitable organization without seeking or obtaining approval by the Board, provided that such activities and services do not substantially interfere or conflict with the performance of duties hereunder or create any conflict of interest with such duties. An investment that exceeds 10% of thethe equity securities or capitalization of a competitor, supplier or customer of Employer shall be deemed to constitute such a conflict. Employee shall not serve in any of such capacities for any business enterprise unless such service is expressly authorized by the Board in advance.

Services and Exclusivity of Services. So long as this Agreement shall continue in effect, Employee shall devote his full business time, energy and ability exclusively to the business, affairs and interests of Employer and its subsidiaries and matters related thereto, shall use Employee's best efforts and abilities to promote Employer's interests, and shall perform the services contemplated by this Agreement in accordance with policies established by and under the direction of the Board. Employee agrees to serve without additional remuneration in such official capacities for one or more direct or indirect subsidiaries of Employer as the Board may from time to time request, subject to appropriate authorization by the subsidiary or subsidiaries involved and any limitations under applicable law. Employee agrees to faithfully and diligently promote the business, affairs and interests of Employer and its subsidiaries. Without the prior express written authorization of the Board, Employee shall not, directly or indirectly, during the term of this Agreement: (a) render services to any other person or firm for compensation or (b) engage in any activity competitive with or adverse to Employer's business, whether alone, as a partner, or as an officer, director, employee or significant investor of or in any other entity; provided, however, that Employee may continue to own an investment in Great Lakes Holdings, which is the parent of Northern Lakes Financial Corp. and Northern Lakes Equity, which are special purposes companies that each own one B 727-200 aircraft on lease to Sun Country Airlines, Inc. (An investment of greater than 10% of the outstanding capital or equity securities of an entity shall be deemed significant for these purposes.) Employee may make and manage personal business investments of his choice and serve in any capacity with any civic, educational or charitable organization without seeking or obtaining approval by the Board, provided that such activities and services do not substantially interfere or conflict with the performance of duties hereunder or create any conflict of interest with such duties. An investment that exceeds 10% of thethe equity securities or capitalization of a competitor, supplier or customer of Employer shall be deemed to constitute such a conflict. Employee shall not serve in any of such capacities for any business enterprise unless such service is expressly authorized by the Board in advance.

Services and Exclusivity of Services. So long as this Agreement shall continue in effect, Employee shall devote his full business time, energy and ability exclusively to the business, affairs and interests of Employer and its subsidiaries and matters related thereto, shall use Employee's best efforts and abilities to promote Employer's interests, and shall perform the services contemplated by this Agreement in accordance with policies established by and under the direction of the Board, the Chief Executive Officer of Employer (the "CEO") and the President of Company (the "President"). Employee agrees to serve without additional remuneration remunera- tion in such official senior capacities for one or more direct or indirect subsidiaries of Employer Company as the Board CEO or the President may from time to time request, subject to appropriate authorization by the subsidiary or subsidiaries involved and any limitations under applicable law. Employee agrees to faithfully and diligently promote the business, affairs and interests of Employer and its subsidiaries. Employee agrees to use Employee's best efforts to successfully effectuate the purposes of the Merger Agreement, including, but not limited to, the integration of the operations of Company with those of Employer and the implementation of Company's policies under its new ownership; provided, however, that best efforts shall not require Employee to expend his own funds. Without the prior express written authorization of the Board, Employee shall not, directly or indirectly, during the term of this Agreement: (a) render services to any other person or firm for compensation compensation; or (b) engage in any activity competitive competi- tive with or adverse to Employer's business, whether alone, as a partner, or as an officer, director, employee or significant investor of or in any other entity; provided, however, that Employee may continue to own an investment in Great Lakes Holdings, which is the parent of Northern Lakes Financial Corp. and Northern Lakes Equity, which are special purposes companies that each own one B 727-200 aircraft on lease to Sun Country Airlines, Inc. manage family investments or other similar matters so long as such activities do not interfere with his duties. (An investment of greater than 105% of the outstanding capital or equity securities of an entity shall be deemed significant for these purposes.) Employee may make and manage personal business investments of his choice and serve in any capacity represents to Employer that Employee has no other outstanding commitments inconsistent with any civic, educational of the terms of this Agreement or charitable organization without seeking or obtaining approval by the Board, provided that such activities and services do not substantially interfere or conflict with the performance of duties hereunder or create any conflict of interest with such duties. An investment that exceeds 10% of theto be rendered hereunder.

Services and Exclusivity of Services. So long as this Agreement shall continue in effect, Employee shall devote substantially all of his full business time, energy and ability exclusively to the business, affairs and interests of Employer and its subsidiaries and matters related thereto, shall use Employee's best efforts and abilities to promote Employer's interests, and shall perform the services contemplated by this Agreement in accordance with policies established by and under the direction of the Board. Employee agrees to serve without additional remuneration in such official capacities for one or more direct or indirect subsidiaries of Employer as the Board may from time to time reasonably request, subject to appropriate authorization by the subsidiary or subsidiaries involved and any limitations under applicable law. Employee agrees to faithfully and diligently promote the business, affairs and interests of Employer and its subsidiaries. Without the prior express written authorization of the Board, Employee shall not, directly or indirectly, during the term of this Agreement: (a) render services to any other person or firm for compensation or (b) , engage in any activity competitive with or adverse to Employer's business, whether alone, as a partner, or as an officer, director, employee or significant investor of or in any other entity; provided, however, that Employee may continue to own an investment in Great Lakes Holdings, which is the parent of Northern Lakes Financial Corp. and Northern Lakes Equity, which are special purposes companies that each own one B 727-200 aircraft on lease to Sun Country Airlines, Inc. . (An investment of greater less than 10% of the outstanding capital or equity securities of an entity shall not be deemed significant for these purposes.) Employee may make and manage personal business investments of his choice and serve in any capacity represents to Employer that Employee has no other outstanding commitments inconsistent with any civic, educational of the terms of this Agreement or charitable organization without seeking or obtaining approval by the Board, provided services to be rendered hereunder. Employee further represents that such activities and services do Employee will not substantially interfere or conflict with bring to Employer for use in the performance of Employee's duties hereunder any confidential or create proprietary information or property of any conflict other person without the express written consent of interest with such duties. An investment that exceeds 10% of theother person.