Common use of Understandings Clause in Contracts

Understandings. 15.1 Executive hereby acknowledges that (i) this Agreement constitutes good and valuable consideration in exchange for the obligations and agreements undertaken by Executive by this Agreement, including, without limitation, the provisions contained in Articles 6 and 7 of this Agreement, (ii) Executive has carefully considered the obligations, restrictions, and undertakings contained in this Agreement and, having had the opportunity to confer with counsel of Executive’s own choosing, has determined that they are reasonable; and (iii) the obligations, restrictions, and undertakings contained in this Agreement will not unduly restrict Executive in securing other employment or earning a livelihood in the event of Executive’s termination of employment. 15.2 Executive promises and agrees to inform any potential new employer of the restrictions contained in Articles 6 and 7 of this Agreement. By signing below, Executive also authorizes the Corporation to notify third parties (including, but not limited to, Executive’s actual or potential future employers) of Articles 6 and 7 of this Agreement, and those provisions necessary for the enforcement of Articles 6 and 7 of this Agreement, and Executive’s responsibilities hereunder. 15.3 Executive represents and warrants to the Corporation that Executive is not under, or currently bound to be under in the future, any obligation to any person or entity that is or would be inconsistent or in conflict with this Agreement or would prevent, limit, or impair in any way the performance by Executive of Executive’s obligations hereunder. 15.4 If Executive possesses any information that Executive knows or should know is considered by any third party to be the confidential, trade secret, or otherwise proprietary information of such third party, Executive shall not disclose such information to the Company or use such information in the course of Executive’s employment or in any other way to benefit the Company.

Understandings. 15.1 19.1 Executive hereby acknowledges that (ia) the Corporation informed her, as part of the offer of employment under this Employment Agreement and prior to her accepting employment with the Corporation under the terms and conditions set forth in this Agreement, that the restrictive covenants contained in Articles 7 and 8 of this Agreement would be required as part of the terms and conditions of her employment with the Corporation under this Agreement; (b) this Agreement constitutes good and valuable consideration in exchange for the obligations and agreements undertaken by Executive by this Agreement, including, without limitation, the provisions restrictive covenants contained in Articles 6 7 and 7 8 of this Agreement, (iic) Executive she has carefully considered the obligations, restrictions, and undertakings restrictions contained in this Agreement and, having had the opportunity to confer with counsel of Executive’s own choosing, has and determined that they are reasonable; and (iiid) the obligations, restrictions, and undertakings contained restrictions in this Agreement will not unduly restrict Executive in securing other employment or earning a livelihood in the event of Executive’s her termination of employmentfrom the Corporation. 15.2 Executive promises and agrees to inform any potential new employer of the restrictions contained in Articles 6 and 7 of this Agreement. 19.2 By signing below, Executive also authorizes the Corporation to notify third parties (including, but not limited tolimited, Executive’s actual or potential future employers) of Articles 6 7 and 7 8 of this Agreement, and those provisions necessary for the enforcement of Articles 6 7 and 7 8 of this Agreement, and Executive’s responsibilities hereunderthereunder. 15.3 19.3 Executive represents and warrants to the Corporation that Executive she is not under, or currently bound to be under in the future, any obligation to any person person, firm, or entity corporation that is or would be inconsistent or in conflict with this Agreement or would prevent, limit, or impair in any way the performance by Executive her of Executive’s her obligations hereunder. 15.4 19.4 If Executive possesses any information that Executive she knows or should know is considered by any third party party, such as a former employer of Executive’s, to be the confidential, trade secret, or otherwise proprietary information of such third partyproprietary, Executive shall not disclose such information to the Company Corporation or use such information in the course of Executive’s employment or in any other way to benefit the CompanyCorporation in any way.

Understandings. 15.1 20.1 Executive hereby acknowledges that (ia) the Corporation informed him, as part of the offer of employment under this Employment Agreement and prior to his accepting employment with the Corporation under the terms and conditions set forth in this Agreement, that the restrictive covenants contained in Articles 7, 8 and 9 of this Agreement would be required as part of the terms and conditions of his employment with the Corporation under this Agreement; (b) this Agreement constitutes good and valuable consideration in exchange for the obligations and agreements undertaken by Executive by this Agreement, including, without limitation, the provisions restrictive covenants contained in Articles 6 7, 8 and 7 9 of this Agreement, (iic) Executive he has carefully considered the obligations, restrictions, and undertakings restrictions contained in this Agreement and, having had the opportunity to confer with counsel of Executive’s own choosing, has and determined that they are reasonable; and (iiid) the obligations, restrictions, and undertakings contained restrictions in this Agreement will not unduly restrict Executive in securing other employment or earning a livelihood in the event of Executive’s his termination of employmentfrom the Corporation. 15.2 Executive promises and agrees to inform any potential new employer of the restrictions contained in Articles 6 and 7 of this Agreement. 20.2 By signing below, Executive also authorizes the Corporation to notify third parties (including, but not limited tolimited, Executive’s actual or potential future employers) of Articles 6 7, 8 and 7 9 of this Agreement, and those provisions necessary for the enforcement of Articles 6 7, 8 and 7 9 of this Agreement, and Executive’s responsibilities hereunderthereunder. 15.3 20.3 Executive represents and warrants to the Corporation that Executive he is not under, or currently bound to be under in the future, any obligation to any person person, firm, or entity corporation that is or would be inconsistent or in conflict with this Agreement or would prevent, limit, or impair in any way the performance by Executive him of Executive’s his obligations hereunder. 15.4 20.4 If Executive possesses any information that Executive he knows or should know is considered by any third party party, such as a former employer of Executive’s, to be the confidential, trade secret, or otherwise proprietary information of such third partyproprietary, Executive shall not disclose such information to the Company Corporation or use such information in the course of Executive’s employment or in any other way to benefit the CompanyCorporation in any way.

Understandings. 15.1 20.1 Executive hereby acknowledges that (ia) the Corporation informed him, as part of the offer of employment under this Employment Agreement and prior to his accepting employment with the Corporation under the terms and conditions set forth in this Agreement, that the restrictive covenants contained in Articles 7, 8 and 9 of this Agreement would be required as part of the terms and conditions of his employment with the Corporation under this Agreement; (b) this Agreement constitutes good and valuable consideration in exchange for the obligations and agreements undertaken by Executive by this Agreement, including, without limitation, the provisions restrictive covenants contained in Articles 6 7, 8 and 7 9 of this Agreement, (iic) Executive he has carefully considered the obligations, restrictions, and undertakings restrictions contained in this Agreement and, having had the opportunity to confer with counsel of Executive’s own choosing, has and determined that they are reasonable; and (iiid) the obligations, restrictions, and undertakings contained restrictions in this Agreement will not unduly restrict Executive in securing other employment or earning a livelihood in the event of Executive’s his termination of employmentfrom the Corporation. 15.2 Executive promises and agrees to inform any potential new employer of the restrictions contained in Articles 6 and 7 of this Agreement. 20.2 By signing below, Executive also authorizes the Corporation to notify third parties (including, but not limited tolimited, Executive’s actual or potential future employers) of Articles 6 7, 8 and 7 9 of this Agreement, and those provisions necessary for the enforcement of Articles 6 7, 8 and 7 9 of this Agreement, and Executive’s responsibilities hereunderthereunder. 15.3 20.3 Executive represents and warrants to the Corporation that Executive he is not under, or currently bound to be under in the future, any obligation to any person person, firm, or entity corporation that is or would be inconsistent or in conflict with this Agreement or would prevent, limit, or impair in any way the performance by Executive him of Executive’s his obligations hereunder. 15.4 20.4 If Executive possesses any information that Executive he knows or should know is considered by any third party to be the confidential, trade secret, or otherwise proprietary information of such third partyproprietary, Executive shall not disclose such information to the Company Corporation or use such information in the course of Executive’s employment or in any other way to benefit the CompanyCorporation in any way.

Understandings. 15.1 19.1 Executive hereby acknowledges that (ia) the Corporation informed her, prior to her accepting employment with the Corporation under the terms and conditions set forth in this Agreement, that the restrictive covenants contained in Articles 7, 8 and 9 of this Agreement would be required as part of the terms and conditions of her employment with the Corporation under this Agreement; (b) her employment with the Corporation under this Agreement constitutes good and valuable consideration in exchange for the obligations and agreements undertaken by Executive by this Agreement, including, without limitation, the provisions restrictive covenants contained in Articles 6 7, 8 and 7 9 of this Agreement, (iic) Executive she has carefully considered the obligations, restrictions, and undertakings restrictions contained in this Agreement and, having had the opportunity to confer with counsel of Executive’s own choosing, has and determined that they are fair and reasonable, and necessary to protect the Corporation’s legitimate business interests; and (iiid) the obligations, restrictions, and undertakings contained restrictions in this Agreement will not unduly restrict Executive in securing other employment or earning a livelihood in the event of Executive’s her termination of employmentfrom the Corporation. 15.2 Executive promises and agrees to inform any potential new employer of the restrictions contained in Articles 6 and 7 of this Agreement. 19.2 By signing below, Executive also authorizes the Corporation to notify third parties (including, but not limited tolimited, Executive’s actual or potential future employers) of Articles 6 7, 8 and 7 9 of this Agreement, and those provisions necessary for the enforcement of Articles 6 7, 8 and 7 9 of this Agreement, and Executive’s responsibilities hereunderthereunder. 15.3 19.3 Executive represents and warrants to the Corporation that she has provided to the Corporation a true and correct copy of her Covenant Not to Compete and Covenant Not to Solicit with Charming Shoppes, Inc. made and entered into on July 25, 2007. It has been determined in good faith that such Covenants do not prevent, limit, or impair in any way the performance by Executive of her obligations hereunder. Executive further represents and warrants to the Corporation that she is not under, or currently bound to be under in the future, any other obligation to any person person, firm, or entity corporation that is or would be inconsistent or in conflict with this Agreement or would prevent, limit, or impair in any way the performance by Executive her of Executive’s her obligations hereunder. 15.4 19.4 If Executive possesses any information that Executive she knows or should know is considered by any third party party, such as a former employer of Executive’s, to be the confidential, trade secret, or otherwise proprietary information of such third partyproprietary, Executive shall not disclose such information to the Company Corporation or use such information in the course of Executive’s employment or in any other way to benefit the CompanyCorporation in any way. 19.5 All notices, requests, demands, and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered in person, when delivered by an express delivery service or courier service to the address listed below, or three (3) business days after it is mailed, certified, return receipt requested, postage prepaid: If to Executive, addressed to: Xxxxx Xxxxxx 0000 Xxxxxxxxxxx Xxxx Xxxx Xxxxxx, Ohio 43065 If to the Corporation, addressed to: Xxxxx Xxxxxxxxx Chair of Board of Directors Xxxxxxxxxxx & Banks Corporation 0000 Xxxxxx Xxxx Xxxxx Xxxxxxxx, XX 00000 Any party hereto may, from time to time, by written notice to the other party, designate a different address, or in the case of the Corporation a different Board Chair, which shall be substituted for the one specified above for such party.

Understandings. 15.1 14.1 Executive hereby acknowledges that (ia) this Agreement constitutes good and valuable consideration in exchange for the obligations and agreements undertaken by Executive by this Agreement, including, without limitation, the provisions restrictive covenants contained in Articles 6 and 7 of this Agreement, (iib) Executive has carefully considered the obligations, restrictions, and undertakings restrictions contained in this Agreement and, having had the opportunity to confer with counsel of Executive’s own choosing, has and determined that they are reasonable; and (iiic) the obligations, restrictions, and undertakings contained restrictions in this Agreement will not unduly restrict Executive in securing other employment or earning a livelihood in the event of Executive’s termination of employmentfrom the Corporation. 15.2 Executive promises and agrees to inform any potential new employer of the restrictions contained in Articles 6 and 7 of this Agreement. 14.2 By signing below, Executive also authorizes the Corporation to notify third parties (including, but not limited to, Executive’s actual or potential future employers) of Articles 6 and 7 of this Agreement, and those provisions necessary for the enforcement of Articles 6 and 7 of this Agreement, and Executive’s responsibilities hereunderthereunder and Executive shall be promptly provided copies of or included as a recipient on any such notice. 15.3 14.3 Executive represents and warrants to the Corporation that Executive is not under, or currently bound to be under in the future, any obligation to any person person, firm, or entity corporation that is or would be inconsistent or in conflict with this Agreement or would prevent, limit, or impair in any way the performance by Executive of Executive’s obligations hereunder. 15.4 If 14.4 The Company and Executive possesses any information acknowledge that the Compensation Committee (“Committee”) has previously requested that Company management develop a formal severance policy for all executives, which is to include, among other things, a clawback provision and that, in conjunction with this request, a new form of severance agreement may be approved by the Committee. In such event, Company and Executive knows or should know is considered by any third party agree that the new form of severance agreement shall replace this agreement; provided, however, the severance amount to be the confidential, trade secret, or otherwise proprietary information of paid to Executive under such third party, Executive Agreement shall not disclose such information to the Company or use such information in the course of Executive’s employment or in any other way to benefit the Companybe less than $250,000.

Understandings. 15.1 16.1 Executive hereby acknowledges that (ia) the Corporation informed Executive, as part of the offer of employment under this Employment Agreement and prior to Executive accepting employment with the Corporation under the terms and conditions set forth in this Agreement, that the restrictive covenants contained in Articles 7 and 8 of this Agreement would be required as part of the terms and conditions of Executive’s employment with the Corporation under this Agreement; (b) this Agreement constitutes good and valuable consideration in exchange for the obligations and agreements undertaken by Executive by this Agreement, including, without limitation, the provisions restrictive covenants contained in Articles 6 7 and 7 8 of this Agreement, (iic) Executive has carefully considered the obligations, restrictions, and undertakings restrictions contained in this Agreement and, having had the opportunity to confer with counsel of Executive’s own choosing, has and determined that they are reasonable; and (iiid) the obligations, restrictions, and undertakings contained restrictions in this Agreement will not unduly restrict Executive in securing other employment or earning a livelihood in the event of Executive’s termination of employmentfrom the Corporation. 15.2 Executive promises and agrees to inform any potential new employer of the restrictions contained in Articles 6 and 7 of this Agreement. 16.2 By signing below, Executive also authorizes the Corporation to notify third parties (including, but not limited to, Executive’s actual or potential future employers) of Articles 6 7 and 7 8 of this Agreement, and those provisions necessary for the enforcement of Articles 6 7 and 7 8 of this Agreement, and Executive’s responsibilities hereunderthereunder and Executive shall be promptly provided copies of or included as a recipient on any such notice. 15.3 16.3 Executive represents and warrants to the Corporation that Executive is not under, or currently bound to be under in the future, any obligation to any person person, firm, or entity corporation that is or would be inconsistent or in conflict with this Agreement or would prevent, limit, or impair in any way the performance by Executive of Executive’s obligations hereunder. 15.4 16.4 If Executive possesses any information that Executive knows or should know is considered by any third party to be the confidential, trade secret, or otherwise proprietary information of such third party, Executive shall not disclose such information to the Company or use such information in the course of Executive’s employment or in any other way to benefit the CompanyCompany in any way.

Understandings. 15.1 Executive hereby acknowledges that (i) this Agreement constitutes good and valuable consideration in exchange for the obligations and agreements undertaken by Executive by this Agreement, including, without limitation, the provisions contained in Articles 6 and 7 of this Agreement, (ii) Executive has carefully considered the obligations, restrictions, and undertakings contained in this Agreement and, having had the opportunity to confer with counsel of Executive’s own choosing, has determined that they are reasonable; and (iii) the obligations, restrictions, and undertakings contained in this Agreement will not unduly restrict Executive in securing other employment or earning a livelihood in the event of Executive’s termination of employment. 15.2 Executive promises and agrees to inform any potential new employer of the restrictions contained in Articles 6 and 7 of this Agreement. By signing below, Executive also authorizes the Corporation Company to notify third parties (including, but not limited to, Executive’s actual or potential future employers) of Articles 6 and 7 of this Agreement, and those provisions necessary for the enforcement of Articles 6 and 7 of this Agreement, and Executive’s responsibilities hereunder. 15.3 Executive represents and warrants to the Corporation Company that Executive is not under, or currently bound to be under in the future, any obligation to any person or entity that is or would be inconsistent or in conflict with this Agreement or would prevent, limit, or impair in any way the performance by Executive of Executive’s obligations hereunder. 15.4 If Executive possesses any information that Executive knows or should know is considered by any third party to be the confidential, trade secret, or otherwise proprietary information of such third party, Executive shall not disclose such information to the Company or use such information in the course of Executive’s employment or in any other way to benefit the Company.

Understandings. 15.1 20.1 Executive hereby acknowledges that (ia) the Corporation informed him, as part of the offer of employment under this Employment Agreement and prior to her accepting employment with the Corporation under the terms and conditions set forth in this Agreement, that the restrictive covenants contained in Articles 7, 8 and 9 of this Agreement would be required as part of the terms and conditions of her employment with the Corporation under this Agreement; (b) this Agreement constitutes good and valuable consideration in exchange for the obligations and agreements undertaken by Executive by this Agreement, including, without limitation, the provisions restrictive covenants contained in Articles 6 7, 8 and 7 9 of this Agreement, (iic) Executive she has carefully considered the obligations, restrictions, and undertakings restrictions contained in this Agreement and, having had the opportunity to confer with counsel of Executive’s own choosing, has and determined that they are reasonable; and (iiid) the obligations, restrictions, and undertakings contained restrictions in this Agreement will not unduly restrict Executive in securing other employment or earning a livelihood in the event of Executive’s her termination of employmentfrom the Corporation. 15.2 Executive promises and agrees to inform any potential new employer of the restrictions contained in Articles 6 and 7 of this Agreement. 20.2 By signing below, Executive also authorizes the Corporation to notify third parties (including, but not limited tolimited, Executive’s actual or potential future employers) of Articles 6 7, 8 and 7 9 of this Agreement, and those provisions necessary for the enforcement of Articles 6 7, 8 and 7 9 of this Agreement, and Executive’s responsibilities hereunderthereunder. 15.3 20.3 Executive represents and warrants to the Corporation that Executive she is not under, or currently bound to be under in the future, any obligation to any person person, firm, or entity corporation that is or would be inconsistent or in conflict with this Agreement or would prevent, limit, or impair in any way the performance by Executive her of Executive’s her obligations hereunder. 15.4 20.4 If Executive possesses any information that Executive she knows or should know is considered by any third party party, such as a former employer of Executive’s, to be the confidential, trade secret, or otherwise proprietary information of such third partyproprietary, Executive shall not disclose such information to the Company Corporation or use such information in the course of Executive’s employment or in any other way to benefit the CompanyCorporation in any way.