Common use of NON-COMPETITION AND NON-DISCLOSURE Clause in Contracts

NON-COMPETITION AND NON-DISCLOSURE. (a) During the term of this Agreement, the Executive shall not, without the written consent of the Claridge , alone or with others, directly or indirectly, participate, engage or become interested in (as owner, stockholder, partner, lender or other investor, director, officer, employee, consultant, or otherwise) any business activity that is in competition with the Claridge's business as then constituted . (b) Nothing in this Agreement shall prohibit the Executive from acquiring or owning, without disclosure to the Company, less than one (1%) percent of the outstanding securities of any class of any corporation listed on a national securities exchange or traded in the over-the-counter market. (c) During and after the term of this Agreement, the Executive agrees that all information which may have been obtained during the course of employment will be kept strictly confidential with respect to the business practices, finances, developments, customer's affairs, and trade secrets of the Claridge not generally known to the public. The Executive will not disclose such information to any other person, firm or corporation, except solely in the course of business on behalf of the Claridge pursuant to this Agreement. The Executive further agrees that upon the termination of employment (irrespective of the time, manner or cause of termination), all lists, books, written records and data of every kind relating to or in connection with the Claridge's customers and business will be delivered and returned to the Claridge. (i) Subject to the provisions of subparagraph 6(d)(ii) (change of control) below, if this Agreement is terminated pursuant to subparagraph 5(a)(v) (voluntary resignation) above, the Executive agrees that for a period of one (1) year thereafter the Executive shall not compete with the Claridge, or engage in the casino business in Atlantic City, New Jersey, as an officer, director, stockholder, employee, representative, agent, or consultant. (ii) In the event the Claridge, its shareholders, or persons having voting control enter into an agreement to sell, acquire, merge or consolidate the assets or stock of the Claridge with the anticipated result that a change of control of the Claridge or the Claridge's business as presently constituted would occur upon the closing of such agreement, the Executive may terminate this Agreement pursuant to subparagraph 5(a)(v) (voluntary resignation) above. In these circumstances, the Executive shall not be precluded from immediately competing with the Claridge, or engaging in the casino business in Atlantic City, New Jersey, as an officer, director, stockholder, employee, representative, agent or consultant. In addition, the Executive shall be entitled to the benefits provided for in subparagraph 5(c) (voluntary resignation) above provided proper notice of the intent to resign is given to the Claridge. (e) From the date of termination of this Agreement and for a period of one (1) year thereafter, the Executive shall not, alone or with others, directly or indirectly: (i) solicit for the Executive's benefit or the benefit of any person or organization other than the Claridge, the employment or other services of any employee or consultant of the Claridge or its subsidiaries as well as independent companies affiliated or associated with the Claridge; or (ii) solicit for the Executive's benefit or the benefit of any person or organization other than the Claridge, the employment of any employee of any customer of the Claridge. (f) As additional consideration for the agreement contained in subparagraphs 6(d) (non-compete) and (e) (no solicitation), the Executive shall be entitled to a lump sum payment equal to twenty-five percent (25%) of the sum of the Executive's then base annual salary. The Executive shall make a request to receive this lump sum within ten (10) days following termination of employment by giving notice to the Claridge consistent with paragraph 11. Within ten (10) days following receipt of this notice, the Claridge shall send the Executive either: (i) the lump sum payment described in this subparagraph (f); or (ii) a notice that the Claridge has waived the Executive's obligations under subparagraph 6(d) (non-compete) and (e) (no solicitation), in which event the Executive shall be released from the obligations under these subparagraphs. In this case, the Claridge shall be released from its obligation to pay the Executive any additional consideration under this subparagraph (f). All payments made pursuant to this subparagraph (f) shall be in addition to, and not in lieu of, any payments to which the Executive may be entitled under paragraph 5 (termination provisions).

NON-COMPETITION AND NON-DISCLOSURE. (a) During the term of Notwithstanding any other provisions in this Agreement, the Executive shall not, without the written consent of the Claridge , alone or with others, directly or indirectly, participate, engage or become interested in (as owner, stockholder, partner, lender or other investor, director, officer, employee, consultant, or otherwise) any business activity that is in competition with the Claridge's business as then constituted . (b) Nothing nothing in this Agreement shall prohibit the Executive from acquiring or owning, owning without disclosure to the Company, Employer less than one (1%) percent % of the outstanding securities of any class of any competing corporation that are listed on a national securities exchange or traded in the over-the-counter market. (cb) During the Term of Employment and after the term of this Agreementat all times thereafter, the Executive covenants and agrees that Executive shall keep strictly confidential all non-public proprietary information which Executive may have been obtained obtain during the course of Executive’s employment will be kept strictly confidential with respect to the business practices, finances, developments, customer's marketing, sales, customers, affairs, and trade secrets and other confidential information of the Claridge not generally known to the public. The Employer and its affiliates which shall remain Employer’s exclusive property and Executive will shall not disclose such information to any other person, firm or corporationthe same, except solely in the course of business on behalf of and for the Claridge benefit of Employer pursuant to this Agreement, except to the extent that the same is then: (i) publicly available (except where such information becomes publicly available as a result of Executive’s breach of his obligations under this Section 6(b)); (ii) is disclosed to Executive by a third party not under an obligation of confidentiality to Employer; or (iii) required to be disclosed under the laws of the United States or any state in any judicial or administrative proceeding. The Executive further agrees that immediately upon the termination of his employment (irrespective of the time, manner or cause of termination), Executive will surrender and deliver to Employer all (1) lists, books, written records records, memoranda and data data, computer discs, computer access codes, magnetic media, software, of every kind relating to or in connection with the Claridge's Employer’s Business and customers and business will be delivered suppliers of Employer, and returned to the Claridge(2) all of Employer’s personal and physical property. (c) Notwithstanding the foregoing, nothing herein (or in any other agreement between the Executive and the Company) shall prevent the Executive from lawfully, and without obtaining prior authorization from the Company: (i) Subject initiating communications directly with, cooperating with, providing information to, causing information to be provided to, or otherwise assisting in an investigation by the provisions of subparagraph 6(d)(iiU.S. Securities and Exchange Commission (the “SEC”) or any other governmental or regulatory agency, entity, or official(s) (change collectively, “Governmental Authorities”) regarding a possible violation of control) below, if this Agreement is terminated pursuant to subparagraph 5(a)(v) (voluntary resignation) above, the Executive agrees that for a period of one (1) year thereafter the Executive shall not compete with the Claridge, or engage in the casino business in Atlantic City, New Jersey, as an officer, director, stockholder, employee, representative, agent, or consultant. any law; (ii) In responding to any inquiry or legal process directed to an employee individually from any Governmental Authority; (iii) testifying, participating or otherwise assisting in an action or proceeding by any Governmental Authorities relating to a possible violation of law, including providing documents or other confidential information to Governmental Authorities; or (iv) receiving an award for information provided to the event SEC or any other Governmental Authority. This Agreement shall not be construed or applied to require the Claridge, its shareholdersExecutive to obtain prior authorization from the Company before engaging in any of the foregoing conduct referenced in this Section 6(c), or persons to notify the Company of having voting control enter into an agreement to sellengaged in any such conduct. Further, acquire, merge or consolidate the assets or stock of the Claridge with the anticipated result that a change of control of the Claridge or the Claridge's business as presently constituted would occur upon the closing of such agreement, the Executive may terminate this Agreement pursuant to subparagraph 5(a)(v) (voluntary resignation) above. In these circumstancesthe Defend Trade Secrets Act, the Executive shall not be precluded from immediately competing with held criminally or civilly liable under any federal or state trade secret law for the Claridgedisclosure of a trade secret that is: (A) made (x) in confidence to a federal, state or local government official, either directly or indirectly, or engaging to an attorney, and (y) solely for the purpose of reporting or investigating a suspected violation of law; (B) made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal; or (C) protected under the whistleblower provisions of applicable law. In the event the Executive files a lawsuit for retaliation by the Company for the Executive’s reporting of a suspected violation of law, the Executive may (i) disclose a trade secret to the Executive’s attorney and (ii) use the trade secret information in the casino business court proceeding related to such lawsuit, in Atlantic Cityeach case, New Jerseyif the Executive (A) files any document containing such trade secret under seal; and (B) does not otherwise disclose such trade secret, except pursuant to court order. (d) During the Term of Employment and for a period of eighteen (18) months thereafter, Executive covenants and agrees that Executive shall not compete, directly or indirectly with Employer or its subsidiaries or affiliates in Employer’s Business in any geographic area in which Employer has conducted Employer’s Business during the 12-month period immediately preceding the date of termination of Executive’s employment. Such competition shall, without limitation, include working or being affiliated with in any capacity (including as an officer, director, stockholdera founder, employee, representativeowner, agent consultant, or consultant. In additionotherwise), directly or indirectly, for himself or on behalf of any other entity, any business that manufacturers photomasks or that is otherwise competitive with the Executive shall be entitled to the benefits provided for in subparagraph 5(c) (voluntary resignation) above provided proper notice business of the intent to resign is given to Company or any subsidiary or affiliate of the ClaridgeCompany at any time during Executive’s employment or during the Restricted Period, such as, for example and not as a limitation, Toppan, DNP and the photomask manufacturing operations of semiconductor manufacturers such as Micron and TSMC. (e) From During the date Term of termination of this Agreement Employment and for a period of one eighteen (118) year months thereafter, the Executive covenants and agrees that Executive shall not, alone or with others, directly or indirectly: (i) indirectly solicit for the Executive's ’s benefit or the benefit of any person or organization other than the ClaridgeEmployer, the employment or other services of any employee individual whom Executive knows, or reasonably should know, is an executive or consultant of Employer or any subsidiary or affiliate thereof. Notwithstanding the Claridge foregoing, it shall not be a violation of this Section 6(d) for Executive to make good faith, generalized solicitations for employees through advertisements or its subsidiaries as well as independent companies affiliated or associated with the Claridge; or (ii) solicit for the Executive's benefit or the benefit of any person or organization other than the Claridge, the employment of any employee of any customer of the Claridgesearch firms. (f) As additional consideration Executive acknowledges that in the event his employment with the Company terminates for any reason, Executive will be able to earn a livelihood without violating the agreement foregoing restrictions. (g) Executive acknowledges the reasonableness of the restrictive covenants contained in subparagraphs 6(dthis Section 6. (h) Executive has the right to consult with counsel prior to signing this Agreement and entering into the restrictive covenants and Executive expressly acknowledges and agrees that he has had sufficient opportunity to do so prior to his entry into this Agreement. (non-competei) and (e) (no solicitation)In the event of a breach by Executive of the restrictive covenants in this Section 6, the Executive Company shall be entitled to a lump sum payment equal to twenty-five percent (25%) of the sum of the Executive's then base annual salary. The Executive shall make a request to receive this lump sum within ten (10) days following termination of employment by giving notice to the Claridge consistent with paragraph 11. Within ten (10) days following receipt of this notice, the Claridge shall send the Executive eitherto: (i) the lump sum payment described in this subparagraph (f)cease any remaining payments due hereunder; or and (ii) a notice that the Claridge has waived the Executive's obligations under subparagraph 6(d) (non-compete) and (e) (no solicitation), in which event the Executive shall be released from the obligations under these subparagraphs. In this case, the Claridge shall be released from its obligation to pay the Executive any additional consideration under this subparagraph (f). All payments made pursuant to this subparagraph (f) shall be in addition to, and not in lieu of, any payments to which the Executive may be entitled under paragraph 5 (termination provisions)seek injunctive relief.

NON-COMPETITION AND NON-DISCLOSURE. (a) During the term of Notwithstanding any other provisions in this Agreement, the Executive shall not, without the written consent of the Claridge , alone or with others, directly or indirectly, participate, engage or become interested in (as owner, stockholder, partner, lender or other investor, director, officer, employee, consultant, or otherwise) any business activity that is in competition with the Claridge's business as then constituted . (b) Nothing nothing in this Agreement shall prohibit the Executive from acquiring or owning, owning without disclosure to the Company, Employer less than one (1%) percent % of the outstanding securities of any class of any competing corporation that are listed on a national securities exchange or traded in the over-the-counter market. (cb) During and after the term Term of this AgreementEmployment and for a period of eighteen (18) months thereafter, the Executive covenants and agrees that Executive shall keep strictly confidential all non-public proprietary information which Executive may have been obtained obtain during the course of Executive's employment will be kept strictly confidential with respect to the business practices, finances, developments, customer's marketing, sales, customers, affairs, and trade secrets and other confidential information of the Claridge not generally known to the public. The Employer which shall remain Employer's exclusive property and Executive will shall not disclose such information to any other person, firm or corporationthe same, except solely in the course of business on behalf of and for the Claridge benefit of Employer pursuant to this Agreement, except to the extent that the same is then: (i) publicly available without any act of Executive through a party not violating its obligations to Employer; or (ii) required to be disclosed under the laws of the United States or any state in any judicial or administrative proceeding. The Executive further agrees that immediately upon the termination of his employment (irrespective of the time, manner or cause of termination), Executive will surrender and deliver to Employer all (1) lists, books, written records records, memoranda and data data, computer discs, computer access codes, magnetic media, software, of every kind relating to or in connection with the ClaridgeEmployer's Business and customers and business will be delivered suppliers of Employer, and returned to the Claridge(2) all of Employer's personal and physical property. (ic) Subject to During the provisions Term of subparagraph 6(d)(ii) (change of control) below, if this Agreement is terminated pursuant to subparagraph 5(a)(v) (voluntary resignation) above, the Executive agrees that for a period of one (1) year thereafter the Executive shall not compete with the Claridge, or engage in the casino business in Atlantic City, New Jersey, as an officer, director, stockholder, employee, representative, agent, or consultant. (ii) In the event the Claridge, its shareholders, or persons having voting control enter into an agreement to sell, acquire, merge or consolidate the assets or stock of the Claridge with the anticipated result that a change of control of the Claridge or the Claridge's business as presently constituted would occur upon the closing of such agreement, the Executive may terminate this Agreement pursuant to subparagraph 5(a)(v) (voluntary resignation) above. In these circumstances, the Executive shall not be precluded from immediately competing with the Claridge, or engaging in the casino business in Atlantic City, New Jersey, as an officer, director, stockholder, employee, representative, agent or consultant. In addition, the Executive shall be entitled to the benefits provided for in subparagraph 5(c) (voluntary resignation) above provided proper notice of the intent to resign is given to the Claridge. (e) From the date of termination of this Agreement Employment and for a period of one eighteen (118) year months thereafter, Executive covenants and agrees that Executive shall not compete, directly or indirectly, with Employer in (i) Employer's Business or (ii) such other business as in the reasonable opinion of the Board is a competitor of Employer. (d) During the Term of Employment and for a period of eighteen (18) months thereafter, Executive covenants and agrees that Executive shall not, alone or with others, directly or indirectly: (i) i. solicit for the Executive's benefit or the benefit of any person or organization other than the ClaridgeEmployer, the employment or other services of any employee executive or consultant of the Claridge or its subsidiaries as well as independent companies affiliated or associated with the ClaridgeEmployer; or (ii) . solicit for the Executive's benefit or the benefit of any person or organization other than the ClaridgeEmployer, the employment of any employee executive of any customer of the Claridge. (f) As additional consideration for the agreement contained Employer, to compete in subparagraphs 6(d) (non-compete) and (e) (no solicitation), the Executive shall be entitled to a lump sum payment equal to twenty-five percent (25%) an area of the sum of the Executive's then base annual salary. The Executive shall make a request to receive this lump sum within ten (10) days following termination of employment by giving notice to the Claridge consistent with paragraph 11. Within ten (10) days following receipt of this notice, the Claridge shall send the Executive either: (i) the lump sum payment described in this subparagraph (f); Employer’s Business or (ii) such other business as in the reasonable opinion of the Board is a notice that the Claridge has waived the Executive's obligations under subparagraph 6(d) (non-compete) and (e) (no solicitation), in which event the Executive shall be released from the obligations under these subparagraphs. In this case, the Claridge shall be released from its obligation to pay the Executive any additional consideration under this subparagraph (f). All payments made pursuant to this subparagraph (f) shall be in addition to, and not in lieu of, any payments to which the Executive may be entitled under paragraph 5 (termination provisions)competitor of Employer.

NON-COMPETITION AND NON-DISCLOSURE. Awardee acknowledges that: (ai) During in the term course and as a result of employment with the Company or the Employer, Awardee will obtain special training and knowledge and will come in contact with the Company’s or the Employer’s current and potential customers, which training, knowledge, and contacts would provide invaluable benefits to competitors of the Company and the Employer; (ii) the Company and the Employer are continuously developing or receiving Confidential Information, and that during Awardee’s employment he or she will receive Confidential Information from the Company, the Employer, and their respective customers and suppliers and special training related to the Company’s and the Employer’s business methodologies; and (iii) Awardee’s employment by the Employer creates a relationship of trust that extends to all Confidential Information that becomes known to Awardee. Accordingly, and in consideration of this AgreementAward, Awardee agrees that the Executive shall not, Company and the Employer will be entitled to terminate all rights to exercise the Award and to exercise the rights specified in Section 8 below if Awardee does any of the following without the prior written consent of the Claridge , alone Company or with others, directly or indirectly, participate, engage or become interested in (as owner, stockholder, partner, lender or other investor, director, officer, employee, consultant, or otherwise) any business activity that is in competition with the Claridge's business as then constituted .Employer: (ba) Nothing in this Agreement shall prohibit while employed by the Executive from acquiring or owning, without disclosure to the Company, less than one (1%) percent of the outstanding securities of any class of any corporation listed on a national securities exchange or traded in the over-the-counter market. (c) During and after the term of this Agreement, the Executive agrees that all information which may have been obtained during the course of employment will be kept strictly confidential with respect to the business practices, finances, developments, customer's affairs, and trade secrets of the Claridge not generally known to the public. The Executive will not disclose such information to any other person, firm or corporation, except solely in the course of business on behalf of the Claridge pursuant to this Agreement. The Executive further agrees that upon the termination of employment (irrespective of the time, manner or cause of termination), all lists, books, written records and data of every kind relating to or in connection with the Claridge's customers and business will be delivered and returned to the Claridge. (i) Subject to the provisions of subparagraph 6(d)(ii) (change of control) below, if this Agreement is terminated pursuant to subparagraph 5(a)(v) (voluntary resignation) above, the Executive agrees that for a period of one (1) year thereafter the Executive shall not compete with the Claridge, or engage in the casino business in Atlantic City, New Jersey, as an officer, director, stockholder, employee, representative, agent, or consultant. (ii) In the event the Claridge, its shareholders, or persons having voting control enter into an agreement to sell, acquire, merge or consolidate the assets or stock of the Claridge with the anticipated result that a change of control of the Claridge Company or the Claridge's business as presently constituted would occur upon the closing of such agreement, the Executive may terminate this Agreement pursuant to subparagraph 5(a)(v) (voluntary resignation) above. In these circumstances, the Executive shall not be precluded from immediately competing with the Claridge, Employer or engaging in the casino business in Atlantic City, New Jersey, as an officer, director, stockholder, employee, representative, agent or consultant. In addition, the Executive shall be entitled to the benefits provided for in subparagraph 5(c) (voluntary resignation) above provided proper notice of the intent to resign is given to the Claridge. (e) From the date of termination of this Agreement and for a period of within one (1) year thereafter, the Executive shall not, alone or with others, directly or indirectly: (i) solicit for competes with, or engages in any business that is competitive with, the Executive's benefit Company or the benefit Employer within 250 miles of any location at which Awardee was employed by or provided services to the Company or the Employer; (ii) solicits or performs services, as an employee, independent contractor, or otherwise, for any person (including any Affiliate or organization other than the Claridge, the employment Subsidiary of that person) that is or other services of any employee was a customer or consultant prospect of the Claridge Company or its subsidiaries as well as independent companies affiliated the Employer during the two years before Awardee’s Severance Date if Awardee solicited business from or associated with performed services for that customer or prospect while employed by the ClaridgeCompany or the Employer; or (iiiii) solicit recruits, hires, or helps anyone to recruit or hire anyone who was an employee of the Company or any Affiliate or Subsidiary of the Company, or of any of their customers for whom Awardee performed services or from whom Awardee solicited business, within the Executive's benefit six months before Awardee’s Severance Date; or (b) discloses or uses any Confidential Information, except in connection with the good faith performance of Awardee’s duties as an employee or, solely with respect to the terms of this Agreement or the benefit Plan, to Awardee’s spouse or legal or financial advisors; or fails to take reasonable precautions against the unauthorized disclosure or use of Confidential Information; or solicits or induces the unauthorized disclosure or use of Confidential Information. If any person or organization other than court of competent jurisdiction finds any provision of this Section 7 to be unreasonable, then that provision shall be considered to be amended to provide the Claridgebroadest scope of protection to the Company that such court would find reasonable and enforceable. For purposes of this Section 7, the employment of any employee of any customer of the Claridge. (f) As additional consideration for the agreement contained in subparagraphs 6(d) (non-compete) term “Confidential Information” means all written, machine reproducible, oral and (e) (no solicitation)visual data, the Executive shall be entitled to a lump sum payment equal to twenty-five percent (25%) of the sum of the Executive's then base annual salary. The Executive shall make a request to receive this lump sum within ten (10) days following termination of employment by giving notice information and material, including but not limited to the Claridge consistent with paragraph 11. Within ten (10) days following receipt terms of this noticeAgreement and the Plan, business, financial and technical information, computer programs, documents and records (including those that Awardee develops in the Claridge shall send the Executive either: scope of his or her employment) that (i) the lump sum payment described in this subparagraph (f); Company, its Affiliates and Subsidiaries, or any of their respective customers or suppliers treats as proprietary or confidential through markings or otherwise, (ii) a notice that relates to the Claridge has waived the Executive's obligations under subparagraph 6(d) Company, its Affiliates and Subsidiaries, or any of their respective customers or suppliers or any of their business activities, products or services (non-competeincluding software programs and techniques) and is competitively sensitive or not generally known in the relevant trade or industry, or (eiii) (no solicitation), in which event the Executive shall be released derives independent economic value from the obligations under these subparagraphs. In this case, the Claridge shall be released from its obligation to pay the Executive any additional consideration under this subparagraph (f). All payments made pursuant to this subparagraph (f) shall be in addition not being generally known to, and is not in lieu ofreadily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use. Confidential Information does not include any payments to which information or material that is approved by the Executive may be entitled under paragraph 5 (termination provisions)Company or its Affiliates or Subsidiaries for unrestricted public disclosure.

NON-COMPETITION AND NON-DISCLOSURE. (a) During the term of Notwithstanding any other provisions in this Agreement, the Executive shall not, without the written consent of the Claridge , alone or with others, directly or indirectly, participate, engage or become interested in (as owner, stockholder, partner, lender or other investor, director, officer, employee, consultant, or otherwise) any business activity that is in competition with the Claridge's business as then constituted . (b) Nothing nothing in this Agreement shall prohibit the Executive from acquiring or owning, owning without disclosure to the Company, Employer less than one (1%) percent % of the outstanding securities of any class of any competing corporation that are listed on a national securities exchange or traded in the over-the-counter market. (cb) During the Term of Employment and after the term for a period of this Agreementeighteen (18) months thereafter, the Executive covenants and agrees that Executive shall keep strictly confidential all non-public proprietary information which Executive may have been obtained obtain during the course of Executive's employment will be kept strictly confidential with respect to the business practices, finances, developments, customer's marketing, sales, customers, affairs, and trade secrets and other confidential information of the Claridge not generally known to the public. The Employer which shall remain Employer's exclusive property and Executive will shall not disclose such information to any other person, firm or corporationthe same, except solely in the course of business on behalf of and for the Claridge benefit of Employer pursuant to this Agreement, except to the extent that the same is then: (i) publicly available without any act of Executive through a party not violating its obligations to Employer; or (ii) required to be disclosed under the laws of the United States or any state in any judicial or administrative proceeding. The Executive further agrees that immediately upon the termination of his employment (irrespective of the time, manner or cause of termination), Executive will surrender and deliver to Employer all (1) lists, books, written records records, memoranda and data data, computer discs, computer access codes, magnetic media, software, of every kind relating to or in connection with the ClaridgeEmployer's Business and customers and business will be delivered suppliers of Employer, and returned to the Claridge(2) all of Employer's personal and physical property. (ic) Subject to During the provisions Term of subparagraph 6(d)(ii) (change of control) below, if this Agreement is terminated pursuant to subparagraph 5(a)(v) (voluntary resignation) above, the Executive agrees that for a period of one (1) year thereafter the Executive shall not compete with the Claridge, or engage in the casino business in Atlantic City, New Jersey, as an officer, director, stockholder, employee, representative, agent, or consultant. (ii) In the event the Claridge, its shareholders, or persons having voting control enter into an agreement to sell, acquire, merge or consolidate the assets or stock of the Claridge with the anticipated result that a change of control of the Claridge or the Claridge's business as presently constituted would occur upon the closing of such agreement, the Executive may terminate this Agreement pursuant to subparagraph 5(a)(v) (voluntary resignation) above. In these circumstances, the Executive shall not be precluded from immediately competing with the Claridge, or engaging in the casino business in Atlantic City, New Jersey, as an officer, director, stockholder, employee, representative, agent or consultant. In addition, the Executive shall be entitled to the benefits provided for in subparagraph 5(c) (voluntary resignation) above provided proper notice of the intent to resign is given to the Claridge. (e) From the date of termination of this Agreement Employment and for a period of one eighteen (118) year months thereafter, Executive covenants and agrees that Executive shall not compete, directly or indirectly, with Employer in (i) Employer's Business or (ii) such other business as in the reasonable opinion of the Board is a competitor of Employer. (d) During the Term of Employment and for a period of eighteen (18) months thereafter, Executive covenants and agrees that Executive shall not, alone or with others, directly or indirectly: (i) i. solicit for the Executive's benefit or the benefit of any person or organization other than the ClaridgeEmployer, the employment or other services of any employee executive or consultant of the Claridge or its subsidiaries as well as independent companies affiliated or associated with the ClaridgeEmployer; or (ii) . solicit for the Executive's benefit or the benefit of any person or organization other than the ClaridgeEmployer, the employment of any employee executive of any customer of the Claridge. (f) As additional consideration for the agreement contained Employer, to compete in subparagraphs 6(d) (non-compete) and (e) (no solicitation), the Executive shall be entitled to a lump sum payment equal to twenty-five percent (25%) an area of the sum of the Executive's then base annual salary. The Executive shall make a request to receive this lump sum within ten (10) days following termination of employment by giving notice to the Claridge consistent with paragraph 11. Within ten (10) days following receipt of this notice, the Claridge shall send the Executive either: (i) the lump sum payment described in this subparagraph (f); Employer’s Business or (ii) such other business as in the reasonable opinion of the Board is a notice that the Claridge has waived the Executive's obligations under subparagraph 6(d) (non-compete) and (e) (no solicitation), in which event the Executive shall be released from the obligations under these subparagraphs. In this case, the Claridge shall be released from its obligation to pay the Executive any additional consideration under this subparagraph (f). All payments made pursuant to this subparagraph (f) shall be in addition to, and not in lieu of, any payments to which the Executive may be entitled under paragraph 5 (termination provisions)competitor of Employer.

NON-COMPETITION AND NON-DISCLOSURE. (a) During Employee covenants and agrees that, throughout the term Employment Period and for a period of this Agreementthree (3) years thereafter, the Executive shall he will not, without the written consent of the Claridge , alone or with others, directly or indirectly, participateown, engage manage, operate or become interested in (as owner, stockholder, partner, lender or other investor, director, officer, employee, consultantcontrol, or otherwise) participate in the ownership, management, operation or control of, any business activity that is competing directly in competition the United States of America with the Claridge's business as then constituted . (b) Nothing in this Agreement shall prohibit conducted by the Executive from acquiring Company or owningany subsidiary of the Company on the date of termination hereof; provided, without disclosure to the Companyhowever, less that Employee may own not more than one (1%) percent 5% of the outstanding securities of any class of any corporation engaged in any such business, if such securities are listed on a national securities exchange National Securities Exchange or regularly traded in the over-the-counter marketmarket by a member of a National Securities Association. (b) Employee covenants and agrees that, throughout the Employment Period and for a period of three (3) years thereafter, he will not directly or indirectly solicit, entice or induce any person who on the date of termination of employment of Employee is, or within the last three months of Employee's employment by the Company was, associated with or employed by the Company or any subsidiary of the Company to leave the employ of or terminate his association with the Company, or any subsidiary of the Company, solicit the employment of any such person on his own behalf or on behalf of any other business enterprise. (c) During Employee covenants and after agrees that, throughout the Employment Period and at all times thereafter, he will not use, or disclose to any third party, trade secrets or confidential information of the Company, including, but not limited to, confidential information or trade secrets belonging or relating to the Company, its subsidiaries, affiliates, customers and clients or proprietary processes or procedures of the Company, its subsidiaries, affiliates, customers and clients. Proprietary processes and procedures shall include, but shall not be limited to, all information which is known or intended to be known only to employees of the Company, its respective subsidiaries and affiliates or others in a confidential relationship with the Company or its respective subsidiaries and affiliates which relates to business matters. (d) If any term of this AgreementSection 8 is found by any court having jurisdiction to be too broad, the Executive agrees then and in that all information which may have been obtained during the course of employment will case, such term shall nevertheless remain effective, but shall be kept strictly confidential with respect considered amended (as to the business practicestime or area or otherwise, finances, developments, customer's affairsas the case may be) to a point considered by said court as reasonable, and trade secrets of the Claridge not generally known to the public. The Executive will not disclose such information to any other person, firm or corporation, except solely in the course of business on behalf of the Claridge pursuant to this Agreement. The Executive further agrees that upon the termination of employment (irrespective of the time, manner or cause of termination), all lists, books, written records and data of every kind relating to or in connection with the Claridge's customers and business will be delivered and returned to the Claridge. (i) Subject to the provisions of subparagraph 6(d)(ii) (change of control) below, if this Agreement is terminated pursuant to subparagraph 5(a)(v) (voluntary resignation) above, the Executive agrees that for a period of one (1) year thereafter the Executive shall not compete with the Claridge, or engage in the casino business in Atlantic City, New Jersey, as an officer, director, stockholder, employee, representative, agent, or consultant. (ii) In the event the Claridge, its shareholders, or persons having voting control enter into an agreement to sell, acquire, merge or consolidate the assets or stock of the Claridge with the anticipated result that a change of control of the Claridge or the Claridge's business as presently constituted would occur upon the closing of such agreement, the Executive may terminate this Agreement pursuant to subparagraph 5(a)(v) (voluntary resignation) above. In these circumstances, the Executive shall not be precluded from immediately competing with the Claridge, or engaging in the casino business in Atlantic City, New Jersey, as an officer, director, stockholder, employee, representative, agent or consultant. In addition, the Executive so amended shall be entitled to the benefits provided for in subparagraph 5(c) (voluntary resignation) above provided proper notice of the intent to resign is given to the Claridgefully enforceable. (e) From In the date of termination event that Employee shall violate any provision of this Agreement (including but not limited to the provisions of this Section 8), then Employee hereby consents to the granting of a temporary or permanent injunction against him by a court of competent jurisdiction prohibiting him from violating any provision of this Agreement. In any proceeding for an injunction and upon any motion for a period temporary or permanent injunction, Employee agrees that his ability to answer in damages shall not be a bar or interposed as a defense to the granting of one (1) year thereafter, such temporary or permanent injunction against Employee. Employee further agrees that the Executive shall not, alone or with others, directly or indirectly: (i) solicit for Company will not have an adequate remedy at law in the Executive's benefit or the benefit event of any person or organization other than breach by Employee hereunder and that the Claridge, the employment or other services of Company will suffer irreparable damage and injury if Employee breaches any employee or consultant of the Claridge or its subsidiaries as well as independent companies affiliated or associated with the Claridge; or (ii) solicit for the Executive's benefit or the benefit of any person or organization other than the Claridge, the employment of any employee of any customer of the Claridge. (f) As additional consideration for the agreement contained in subparagraphs 6(d) (non-compete) and (e) (no solicitation), the Executive shall be entitled to a lump sum payment equal to twenty-five percent (25%) of the sum of the Executive's then base annual salary. The Executive shall make a request to receive this lump sum within ten (10) days following termination of employment by giving notice to the Claridge consistent with paragraph 11. Within ten (10) days following receipt provisions of this notice, the Claridge shall send the Executive either: (i) the lump sum payment described in this subparagraph (f); or (ii) a notice that the Claridge has waived the Executive's obligations under subparagraph 6(d) (non-compete) and (e) (no solicitation), in which event the Executive shall be released from the obligations under these subparagraphs. In this case, the Claridge shall be released from its obligation to pay the Executive any additional consideration under this subparagraph (f). All payments made pursuant to this subparagraph (f) shall be in addition to, and not in lieu of, any payments to which the Executive may be entitled under paragraph 5 (termination provisions)Agreement.

NON-COMPETITION AND NON-DISCLOSURE. (a) During the term of this Agreement, the Executive shall not, without the written consent of the Claridge , alone or with others, directly or indirectly, participate, engage or become interested in (as owner, stockholder, partner, lender or other investor, director, officer, employee, consultant, or otherwise) any business activity that is in competition with the Claridge's business as then constituted constituted. (b) Nothing in this Agreement shall prohibit the Executive from acquiring or owning, without disclosure to the Company, less than one (1%) percent of the outstanding securities of any class of any corporation listed on a national securities exchange or traded in the over-the-counter market. (c) During and after the term of this Agreement, the Executive agrees that all information which may have been obtained during the course of employment will be kept strictly confidential with respect to the business practices, finances, developments, customer's affairs, and trade secrets of the Claridge not generally known to the public. The Executive will not disclose such information to any other person, firm or corporation, except solely in the course of business on behalf of the Claridge pursuant to this Agreement. The Executive further agrees that upon the termination of employment (irrespective of the time, manner or cause of termination), all lists, books, written records and data of every kind relating to or in connection with the Claridge's customers and business will be delivered and returned to the Claridge. (i) Subject to the provisions of subparagraph 6(d)(ii) (change of control) below, if this Agreement is terminated pursuant to subparagraph 5(a)(v) (voluntary resignation) above, the Executive agrees that for a period of one (1) year thereafter the Executive shall not compete with the Claridge, or engage in the casino business in Atlantic City, New Jersey, as an officer, director, stockholder, employee, representative, agent, or consultant. (ii) In the event the Claridge, its shareholders, or persons having voting control enter into an agreement to sell, acquire, merge or consolidate the assets or stock of the Claridge with the anticipated result that a change of control of the Claridge or the Claridge's business as presently constituted would occur upon the closing of such agreement, the Executive may terminate this Agreement pursuant to subparagraph 5(a)(v) (voluntary resignation) above. In these circumstances, the Executive shall not be precluded from immediately competing with the Claridge, or engaging in the casino business in Atlantic City, New Jersey, as an officer, director, stockholder, employee, representative, agent or consultant. In addition, the Executive shall be entitled to the benefits provided for in subparagraph 5(c) (voluntary resignation) above provided proper notice of the intent to resign is given to the Claridge. (e) From the date of termination of this Agreement and for a period of one (1) year thereafter, the Executive shall not, alone or with others, directly or indirectly: (i) solicit for the Executive's benefit or the benefit of any person or organization other than the Claridge, the employment or other services of any employee or consultant of the Claridge or its subsidiaries as well as independent companies affiliated or associated with the Claridge; or (ii) solicit for the Executive's benefit or the benefit of any person or organization other than the Claridge, the employment of any employee of any customer of the Claridge. (f) As additional consideration for the agreement contained in subparagraphs 6(d) (non-non- compete) and (e) (no solicitation), the Executive shall be entitled to a lump sum payment equal to twenty-twenty- five percent (25%) of the sum of the Executive's then base annual salary. The Executive shall make a request to receive this lump sum within ten (10) days following termination of employment by giving notice to the Claridge consistent with paragraph 11. Within ten (10) days following receipt of this notice, the Claridge shall send the Executive either: (i) the lump sum payment described in this subparagraph (f); or (ii) a notice that the Claridge has waived the Executive's obligations under subparagraph 6(d) (non-compete) and (e) (no solicitation), in which event the Executive shall be released from the obligations under these subparagraphs. In this case, the Claridge shall be released from its obligation to pay the Executive any additional consideration under this subparagraph (f). All payments made pursuant to this subparagraph (f) shall be in addition to, and not in lieu of, any payments to which the Executive may be entitled under paragraph 5 (termination provisions).

NON-COMPETITION AND NON-DISCLOSURE. (a) During the term of Notwithstanding any other provisions in this Agreement, the Executive shall not, without the written consent of the Claridge , alone or with others, directly or indirectly, participate, engage or become interested in (as owner, stockholder, partner, lender or other investor, director, officer, employee, consultant, or otherwise) any business activity that is in competition with the Claridge's business as then constituted . (b) Nothing nothing in this Agreement shall prohibit the Executive from acquiring or owning, owning without disclosure to the Company, Employer less than one (1%) percent % of the outstanding securities of any class of any competing corporation that are listed on a national securities exchange or traded in the over-the-counter market. (cb) During and after the term Term of this AgreementEmployment and for a period of eighteen (18) months thereafter, the Executive covenants and agrees that Executive shall keep strictly confidential all non-public proprietary information which Executive may have been obtained obtain during the course of Executive's employment will be kept strictly confidential with respect to the business practices, finances, developments, customer's marketing, sales, customers, affairs, and trade secrets and other confidential information of Employer which shall remain the Claridge not generally known to Employer's exclusive property and the public. The Executive will shall not disclose such information to any other person, firm or corporationthe same, except solely in the course of business on behalf of and for the Claridge benefit of Employer pursuant to this Agreement, except to the extent that the same is then: (i) publicly available without any act of Executive through a party not violating its obligations to Employer; or (ii) required to be disclosed under the laws of the United States or any state in any judicial or administrative proceeding. The Executive further agrees that immediately upon the termination of his employment (irrespective of the time, manner or cause of termination), Executive will surrender and deliver to Employer all (1) lists, books, written records records, memoranda and data data, computer discs, computer access codes, magnetic media, software, of every kind relating to or in connection with the ClaridgeEmployer's Business and customers and business will be delivered suppliers of Employer, and returned to the Claridge(2) all of Employer's personal and physical property. (ic) Subject to During the provisions Term of subparagraph 6(d)(ii) (change of control) below, if this Agreement is terminated pursuant to subparagraph 5(a)(v) (voluntary resignation) above, the Executive agrees that for a period of one (1) year thereafter the Executive shall not compete with the Claridge, or engage in the casino business in Atlantic City, New Jersey, as an officer, director, stockholder, employee, representative, agent, or consultant. (ii) In the event the Claridge, its shareholders, or persons having voting control enter into an agreement to sell, acquire, merge or consolidate the assets or stock of the Claridge with the anticipated result that a change of control of the Claridge or the Claridge's business as presently constituted would occur upon the closing of such agreement, the Executive may terminate this Agreement pursuant to subparagraph 5(a)(v) (voluntary resignation) above. In these circumstances, the Executive shall not be precluded from immediately competing with the Claridge, or engaging in the casino business in Atlantic City, New Jersey, as an officer, director, stockholder, employee, representative, agent or consultant. In addition, the Executive shall be entitled to the benefits provided for in subparagraph 5(c) (voluntary resignation) above provided proper notice of the intent to resign is given to the Claridge. (e) From the date of termination of this Agreement Employment and for a period of one eighteen (118) year months thereafter, Executive covenants and agrees that Executive shall not compete, directly or indirectly, with Employer in Employer's Business. (d) During the Term of Employment and for a period of eighteen (18) months thereafter, Executive covenants and agrees that Executive shall not, alone or with others, directly or indirectly: (i) solicit for the Executive's benefit or the benefit of any person or organization other than the ClaridgeEmployer, the employment or other services of any employee Executive or consultant of the Claridge or its subsidiaries as well as independent companies affiliated or associated with the ClaridgeEmployer; or (ii) solicit for the Executive's benefit or the benefit of any person or organization other than the ClaridgeEmployer, the employment of any employee Executive of any customer of the ClaridgeEmployer, to compete in an area of business activity similar to that conducted by Employer. (f) As additional consideration for the agreement contained in subparagraphs 6(d) (non-compete) and (e) (no solicitation), the Executive shall be entitled to a lump sum payment equal to twenty-five percent (25%) of the sum of the Executive's then base annual salary. The Executive shall make a request to receive this lump sum within ten (10) days following termination of employment by giving notice to the Claridge consistent with paragraph 11. Within ten (10) days following receipt of this notice, the Claridge shall send the Executive either: (i) the lump sum payment described in this subparagraph (f); or (ii) a notice that the Claridge has waived the Executive's obligations under subparagraph 6(d) (non-compete) and (e) (no solicitation), in which event the Executive shall be released from the obligations under these subparagraphs. In this case, the Claridge shall be released from its obligation to pay the Executive any additional consideration under this subparagraph (f). All payments made pursuant to this subparagraph (f) shall be in addition to, and not in lieu of, any payments to which the Executive may be entitled under paragraph 5 (termination provisions).

NON-COMPETITION AND NON-DISCLOSURE. (a) During the term of Notwithstanding any other provisions in this Agreement, the Executive shall not, without the written consent of the Claridge , alone or with others, directly or indirectly, participate, engage or become interested in (as owner, stockholder, partner, lender or other investor, director, officer, employee, consultant, or otherwise) any business activity that is in competition with the Claridge's business as then constituted . (b) Nothing nothing in this Agreement shall prohibit the Executive from acquiring or owning, owning without disclosure to the Company, Employer less than one (1%) percent % of the outstanding securities of any class of any competing corporation that are listed on a national securities exchange or traded in the over-the-counter market. (cb) During the Term of Employment and after the term for a period of this Agreementfive (5) years thereafter, the Executive covenants and agrees that Executive shall keep strictly confidential all non-public proprietary information which Executive may have been obtained obtain during the course of Executive’s employment will be kept strictly confidential with respect to the business practices, finances, developments, customer's marketing, sales, customers, affairs, and trade secrets and other confidential information of the Claridge not generally known to the public. The Employer which shall remain Employer’s exclusive property and Executive will shall not disclose such information to any other person, firm or corporationthe same, except solely in the course of business on behalf of and for the Claridge benefit of Employer pursuant to this Agreement, except to the extent that the same is then: (i) publicly available (except where such information becomes publicly available as a result of Executive’s breach of his obligations under this Section 6(b)); (ii) is disclosed to Executive by a third party not under an obligation of confidentiality to Employer; or (iii) required to be disclosed under the laws of the United States or any state in any judicial or administrative proceeding. The Executive further agrees that immediately upon the termination of his employment (irrespective of the time, manner or cause of termination), Executive will surrender and deliver to Employer all (1) lists, books, written records records, memoranda and data data, computer discs, computer access codes, magnetic media, software, of every kind relating to or in connection with the Claridge's Employer’s Business and customers and business will be delivered suppliers of Employer, and returned to the Claridge(2) all of Employer’s personal and physical property. (ic) Subject to During the provisions Term of subparagraph 6(d)(ii) (change of control) below, if this Agreement is terminated pursuant to subparagraph 5(a)(v) (voluntary resignation) above, the Executive agrees that Employment and for a period of one twelve (112) year thereafter the months thereafter, Executive covenants and agrees that Executive shall not compete compete, directly or indirectly, with Employer in Employer’s Business in any geographic area in which Employer has conducted Employer’s Business during the Claridge, or engage in the casino business in Atlantic City, New Jersey, as an officer, director, stockholder, employee, representative, agent, or consultant. (ii) In the event the Claridge, its shareholders, or persons having voting control enter into an agreement to sell, acquire, merge or consolidate the assets or stock of the Claridge with the anticipated result that a change of control of the Claridge or the Claridge's business as presently constituted would occur upon the closing of such agreement, the Executive may terminate this Agreement pursuant to subparagraph 5(a)(v) (voluntary resignation) above. In these circumstances, the Executive shall not be precluded from 12-month period immediately competing with the Claridge, or engaging in the casino business in Atlantic City, New Jersey, as an officer, director, stockholder, employee, representative, agent or consultant. In addition, the Executive shall be entitled to the benefits provided for in subparagraph 5(c) (voluntary resignation) above provided proper notice of the intent to resign is given to the Claridge. (e) From preceding the date of termination of this Agreement Executive’s employment. (d) During the Term of Employment and for a period of one twelve (112) year months thereafter, the Executive covenants and agrees that Executive shall not, alone or with others, directly or indirectly: (i) solicit for the Executive's ’s benefit or the benefit of any person or organization other than the ClaridgeEmployer, the employment or other services of any employee individual whom Executive knows, or reasonably should know, is an executive or consultant of the Claridge or its subsidiaries as well as independent companies affiliated or associated with the ClaridgeEmployer; or (ii) solicit for the Executive's ’s benefit or the benefit of any person or organization other than the ClaridgeEmployer, the employment of any employee individual whom Executive knows, or reasonably should know, is an executive of any customer of Employer, to compete with Employer’s Business. Notwithstanding the Claridge. (f) As additional consideration for the agreement contained in subparagraphs foregoing, it shall not be a violation of this Section 6(d) (non-compete) and (e) (no solicitation)for Executive to make good faith, the Executive shall be entitled to a lump sum payment equal to twenty-five percent (25%) of the sum of the Executive's then base annual salary. The Executive shall make a request to receive this lump sum within ten (10) days following termination of employment by giving notice to the Claridge consistent with paragraph 11. Within ten (10) days following receipt of this notice, the Claridge shall send the Executive either: (i) the lump sum payment described in this subparagraph (f); generalized solicitations for employees through advertisements or (ii) a notice that the Claridge has waived the Executive's obligations under subparagraph 6(d) (non-compete) and (e) (no solicitation), in which event the Executive shall be released from the obligations under these subparagraphs. In this case, the Claridge shall be released from its obligation to pay the Executive any additional consideration under this subparagraph (f). All payments made pursuant to this subparagraph (f) shall be in addition to, and not in lieu of, any payments to which the Executive may be entitled under paragraph 5 (termination provisions)search firms.

NON-COMPETITION AND NON-DISCLOSURE. The Seller acknowledges that a material consideration of the acquisition by the Purchaser of the Purchased Assets is the covenant of the Seller that it will not engage in any business, conduct or act which is competitive with the Business. Accordingly, the Seller covenants and agrees with the Purchaser as follows: (a) During neither the term Seller nor any of its Affiliates shall, for a period of five years from the Closing Date, directly or indirectly, (i) engage in any business which is competitive or in competition with the Business, or (ii) knowingly request, induce or attempt to influence any customer, client or supplier of or to the Business to curtail or cancel any business with the Purchaser in connection with the Business, or (iii) solicit any Employee of the Business to leave employment with the Purchaser or Stromsholmen AB; provided however, that nothing contained in this Section 7.5 shall prevent the Seller or any of its Affiliates from A) acquiring or holding an interest of less than 10% of the outstanding equity securities of any competing business whose equity securities are publicly traded, B) making or thereafter maintaining an investment in any competing business if the assets used by such competing business in the activity competitive with the Business constitute less than 20% in value of the assets of such competing business, or C) making an acquisition of assets (and following such acquisition carrying on the business and activities with the assets acquired, for purposes herein, such activities constituting a competing business) if the portion of assets used in carrying on the activity competitive with the business constitutes less than 20% in value of the assets acquired and the Seller shall use commercially reasonable efforts to divest such competing business within a reasonable time after such acquisition of assets; (b) any breach of this AgreementSection 7.5 cannot be remedied solely by the recovery of damages and that the Purchaser, in addition to any other remedy available to it, shall be entitled to an injunction against such breach. If any court of competent jurisdiction finds any provision of this Section 7.5 to be unenforceable for the reason that it is unreasonable in scope, area or duration, the Executive parties hereto agree to amend such provision nunc pro tunc to reduce the scope, area or duration to a level which the court finds to be reasonable, and such provision shall be enforceable in said amended area and/or for said amended duration; and (c) except as may be required by law, the Seller shall not, without the prior written consent of the Claridge Purchaser, alone or with othersuse, directly or indirectly, participatefor its own account or for the account of any Person, engage or become interested in (as ownerdisclose to any Person, stockholderany data, partnerwritten material, lender records or other investordocuments relating to the Business which are of a confidential nature, director, officer, employee, consultant, or otherwise) any business activity that is in competition with the Claridge's business as then constituted . (b) Nothing in this Agreement shall prohibit the Executive from acquiring or owningincluding, without disclosure to limitation, any confidential information concerning the Companybusiness or affairs of any customer, less than one (1%) percent client, supplier or Employee of the outstanding securities of any class of any corporation listed on a national securities exchange or traded in the over-the-counter marketBusiness. (c) During and after the term of this Agreement, the Executive agrees that all information which may have been obtained during the course of employment will be kept strictly confidential with respect to the business practices, finances, developments, customer's affairs, and trade secrets of the Claridge not generally known to the public. The Executive will not disclose such information to any other person, firm or corporation, except solely in the course of business on behalf of the Claridge pursuant to this Agreement. The Executive further agrees that upon the termination of employment (irrespective of the time, manner or cause of termination), all lists, books, written records and data of every kind relating to or in connection with the Claridge's customers and business will be delivered and returned to the Claridge. (i) Subject to the provisions of subparagraph 6(d)(ii) (change of control) below, if this Agreement is terminated pursuant to subparagraph 5(a)(v) (voluntary resignation) above, the Executive agrees that for a period of one (1) year thereafter the Executive shall not compete with the Claridge, or engage in the casino business in Atlantic City, New Jersey, as an officer, director, stockholder, employee, representative, agent, or consultant. (ii) In the event the Claridge, its shareholders, or persons having voting control enter into an agreement to sell, acquire, merge or consolidate the assets or stock of the Claridge with the anticipated result that a change of control of the Claridge or the Claridge's business as presently constituted would occur upon the closing of such agreement, the Executive may terminate this Agreement pursuant to subparagraph 5(a)(v) (voluntary resignation) above. In these circumstances, the Executive shall not be precluded from immediately competing with the Claridge, or engaging in the casino business in Atlantic City, New Jersey, as an officer, director, stockholder, employee, representative, agent or consultant. In addition, the Executive shall be entitled to the benefits provided for in subparagraph 5(c) (voluntary resignation) above provided proper notice of the intent to resign is given to the Claridge. (e) From the date of termination of this Agreement and for a period of one (1) year thereafter, the Executive shall not, alone or with others, directly or indirectly: (i) solicit for the Executive's benefit or the benefit of any person or organization other than the Claridge, the employment or other services of any employee or consultant of the Claridge or its subsidiaries as well as independent companies affiliated or associated with the Claridge; or (ii) solicit for the Executive's benefit or the benefit of any person or organization other than the Claridge, the employment of any employee of any customer of the Claridge. (f) As additional consideration for the agreement contained in subparagraphs 6(d) (non-compete) and (e) (no solicitation), the Executive shall be entitled to a lump sum payment equal to twenty-five percent (25%) of the sum of the Executive's then base annual salary. The Executive shall make a request to receive this lump sum within ten (10) days following termination of employment by giving notice to the Claridge consistent with paragraph 11. Within ten (10) days following receipt of this notice, the Claridge shall send the Executive either: (i) the lump sum payment described in this subparagraph (f); or (ii) a notice that the Claridge has waived the Executive's obligations under subparagraph 6(d) (non-compete) and (e) (no solicitation), in which event the Executive shall be released from the obligations under these subparagraphs. In this case, the Claridge shall be released from its obligation to pay the Executive any additional consideration under this subparagraph (f). All payments made pursuant to this subparagraph (f) shall be in addition to, and not in lieu of, any payments to which the Executive may be entitled under paragraph 5 (termination provisions).

NON-COMPETITION AND NON-DISCLOSURE. (a) During the term of Notwithstanding any other provisions in this Agreement, the Executive shall not, without the written consent of the Claridge , alone or with others, directly or indirectly, participate, engage or become interested in (as owner, stockholder, partner, lender or other investor, director, officer, employee, consultant, or otherwise) any business activity that is in competition with the Claridge's business as then constituted . (b) Nothing nothing in this Agreement shall prohibit the Executive from acquiring or owning, owning without disclosure to the Company, Employer less than one two percent (12%) percent of the outstanding securities of any class of any competing corporation that are listed on a national securities exchange or traded in the over-the-counter market. (cb) During and after the term Term of this AgreementEmployment, the Executive covenants and agrees that Executive shall keep strictly confidential all non-public proprietary information which Executive may have been obtained obtain during the course of Executive's employment will be kept strictly confidential with respect to the business practices, finances, developments, customer's marketing, sales, customers, affairs, and trade secrets and other confidential information of the Claridge not generally known to the public. The Employer, which shall remain Employer's exclusive property, and Executive will shall not disclose such information to any other person, firm or corporationthe same, except solely in the course of business on behalf of and for the Claridge benefit of Employer pursuant to this Agreement, except to the extent that the same is then: (i) publicly available without any act of Executive through a party not violating its obligations to Employer; or (ii) required to be disclosed under the laws of the United States or any state in any judicial or administrative proceeding. The Executive further agrees that immediately upon the termination of employment his Termination Date (irrespective of the time, manner or cause of termination), all Executive will surrender and deliver to Employer all: (i) lists, books, written records records, memoranda and data data, computer discs, computer access codes, magnetic media, and software of every kind relating to or in connection with Employer's Business and the Claridge's customers and business will be delivered suppliers of Employer; and returned to the Claridge(ii) all of Employer's personal and physical property. (ic) Subject to During the provisions Term of subparagraph 6(d)(ii) (change of control) below, if this Agreement is terminated pursuant to subparagraph 5(a)(v) (voluntary resignation) above, the Executive agrees that for a period of one (1) year thereafter the Executive shall not compete with the Claridge, or engage in the casino business in Atlantic City, New Jersey, as an officer, director, stockholder, employee, representative, agent, or consultant. (ii) In the event the Claridge, its shareholders, or persons having voting control enter into an agreement to sell, acquire, merge or consolidate the assets or stock of the Claridge with the anticipated result that a change of control of the Claridge or the Claridge's business as presently constituted would occur upon the closing of such agreement, the Executive may terminate this Agreement pursuant to subparagraph 5(a)(v) (voluntary resignation) above. In these circumstances, the Executive shall not be precluded from immediately competing with the Claridge, or engaging in the casino business in Atlantic City, New Jersey, as an officer, director, stockholder, employee, representative, agent or consultant. In addition, the Executive shall be entitled to the benefits provided for in subparagraph 5(c) (voluntary resignation) above provided proper notice of the intent to resign is given to the Claridge. (e) From the date of termination of this Agreement Employment and for a period of one twelve (112) year months thereafter, Executive covenants and agrees that Executive shall not compete, directly or indirectly, with Employer in: (i) Employer's Business; or (ii) such other business as in the reasonable opinion of the Board is a competitor of Employer. (d) During the Term of Employment and for a period of eighteen (18) months thereafter, Executive covenants and agrees that Executive shall not, alone or with others, directly or indirectly: (i) solicit for the Executive's benefit or the benefit of any person or organization other than the ClaridgeEmployer, the employment or other services of any employee executive or consultant of the Claridge or its subsidiaries as well as independent companies affiliated or associated with the ClaridgeEmployer; or (ii) solicit for the Executive's benefit or the benefit of any person or organization other than the ClaridgeEmployer, the employment of any employee executive of any customer of the ClaridgeEmployer. (f) As additional consideration for the agreement contained in subparagraphs 6(d) (non-compete) and (e) (no solicitation), the Executive shall be entitled to a lump sum payment equal to twenty-five percent (25%) of the sum of the Executive's then base annual salary. The Executive shall make a request to receive this lump sum within ten (10) days following termination of employment by giving notice to the Claridge consistent with paragraph 11. Within ten (10) days following receipt of this notice, the Claridge shall send the Executive either: (i) the lump sum payment described in this subparagraph (f); or (ii) a notice that the Claridge has waived the Executive's obligations under subparagraph 6(d) (non-compete) and (e) (no solicitation), in which event the Executive shall be released from the obligations under these subparagraphs. In this case, the Claridge shall be released from its obligation to pay the Executive any additional consideration under this subparagraph (f). All payments made pursuant to this subparagraph (f) shall be in addition to, and not in lieu of, any payments to which the Executive may be entitled under paragraph 5 (termination provisions).

NON-COMPETITION AND NON-DISCLOSURE. (a) During the term of Notwithstanding any other provisions in this Agreement, the Executive shall not, without the written consent of the Claridge , alone or with others, directly or indirectly, participate, engage or become interested in (as owner, stockholder, partner, lender or other investor, director, officer, employee, consultant, or otherwise) any business activity that is in competition with the Claridge's business as then constituted . (b) Nothing Agreement nothing in this Agreement shall prohibit the Executive from acquiring or owning, owning without disclosure to the Company, Employer less than one two percent (12%) percent of the outstanding securities of any class of any competing corporation that are listed on a national securities exchange or traded in the over-the-counter market. (cb) During and after the term Term of this AgreementEmployment, the Executive covenants and agrees that Executive shall keep strictly confidential all non-public proprietary information which Executive may have been obtained obtain during the course of Executive's employment will be kept strictly confidential with respect to the business practices, finances, developments, customer's marketing, sales, customers, affairs, and trade secrets and other confidential information of the Claridge not generally known to the public. The Employer, which shall remain Employer's exclusive property, and Executive will shall not disclose such information to any other person, firm or corporationthe same, except solely in the course of business on behalf of and for the Claridge benefit of Employer pursuant to this Agreement, except to the extent that the same is then: (i) publicly available without any act of Executive through a party not violating its obligations to Employer; or (ii) required to be disclosed under the laws of the United States or any state in any judicial or administrative proceeding. The Executive further agrees that immediately upon the termination of employment his Termination Date (irrespective of the time, manner or cause of termination), all Executive will surrender and deliver to Employer all: (i) lists, books, written records records, memoranda and data data, computer discs, computer access codes, magnetic media, and software of every kind relating to or in connection with Employer's Business and the Claridge's customers and business will be delivered suppliers of Employer; and returned to the Claridge(ii) all of Employer's personal and physical property. (ic) Subject to During the provisions Term of subparagraph 6(d)(ii) (change of control) below, if this Agreement is terminated pursuant to subparagraph 5(a)(v) (voluntary resignation) above, the Executive agrees that for a period of one (1) year thereafter the Executive shall not compete with the Claridge, or engage in the casino business in Atlantic City, New Jersey, as an officer, director, stockholder, employee, representative, agent, or consultant. (ii) In the event the Claridge, its shareholders, or persons having voting control enter into an agreement to sell, acquire, merge or consolidate the assets or stock of the Claridge with the anticipated result that a change of control of the Claridge or the Claridge's business as presently constituted would occur upon the closing of such agreement, the Executive may terminate this Agreement pursuant to subparagraph 5(a)(v) (voluntary resignation) above. In these circumstances, the Executive shall not be precluded from immediately competing with the Claridge, or engaging in the casino business in Atlantic City, New Jersey, as an officer, director, stockholder, employee, representative, agent or consultant. In addition, the Executive shall be entitled to the benefits provided for in subparagraph 5(c) (voluntary resignation) above provided proper notice of the intent to resign is given to the Claridge. (e) From the date of termination of this Agreement Employment and for a period of one twelve (112) year months thereafter, Executive covenants and agrees that Executive shall not compete, directly or indirectly, with Employer in: (i) Employer's Business; or (ii) such other business as in the reasonable opinion of the Board is a competitor of Employer. (d) During the Term of Employment and for a period of eighteen (18) months thereafter, Executive covenants and agrees that Executive shall not, alone or with others, directly or indirectly: (i) solicit for the Executive's benefit or the benefit of any person or organization other than the ClaridgeEmployer, the employment or other services of any employee executive or consultant of the Claridge or its subsidiaries as well as independent companies affiliated or associated with the ClaridgeEmployer; or (ii) solicit for the Executive's benefit or the benefit of any person or organization other than the ClaridgeEmployer, the employment of any employee executive of any customer of the ClaridgeEmployer. (f) As additional consideration for the agreement contained in subparagraphs 6(d) (non-compete) and (e) (no solicitation), the Executive shall be entitled to a lump sum payment equal to twenty-five percent (25%) of the sum of the Executive's then base annual salary. The Executive shall make a request to receive this lump sum within ten (10) days following termination of employment by giving notice to the Claridge consistent with paragraph 11. Within ten (10) days following receipt of this notice, the Claridge shall send the Executive either: (i) the lump sum payment described in this subparagraph (f); or (ii) a notice that the Claridge has waived the Executive's obligations under subparagraph 6(d) (non-compete) and (e) (no solicitation), in which event the Executive shall be released from the obligations under these subparagraphs. In this case, the Claridge shall be released from its obligation to pay the Executive any additional consideration under this subparagraph (f). All payments made pursuant to this subparagraph (f) shall be in addition to, and not in lieu of, any payments to which the Executive may be entitled under paragraph 5 (termination provisions).

NON-COMPETITION AND NON-DISCLOSURE. (a) During the term of Notwithstanding any other provisions in this Agreement, the Executive shall not, without the written consent of the Claridge , alone or with others, directly or indirectly, participate, engage or become interested in (as owner, stockholder, partner, lender or other investor, director, officer, employee, consultant, or otherwise) any business activity that is in competition with the Claridge's business as then constituted . (b) Nothing nothing in this Agreement shall prohibit the Executive from acquiring or owning, owning without disclosure to the Company, Employer less than one percent (1%) percent of the outstanding securities of any class of any competing corporation that are listed on a national securities exchange or traded in the over-the-counter market. (cb) During and after the term Term of this AgreementEmployment, the Executive covenants and agrees that Executive shall keep strictly confidential all non-public proprietary information which Executive may have been obtained obtain during the course of Executive's employment will be kept strictly confidential with respect to the business practices, finances, developments, customer's marketing, sales, customers, affairs, and trade secrets and other confidential information of the Claridge not generally known to the public. The Employer, which shall remain Employer's exclusive property, and Executive will shall not disclose such information to any other person, firm or corporationthe same, except solely in the course of business on behalf of and for the Claridge benefit of Employer pursuant to this Agreement, except to the extent that the same is then: (i) publicly available without any act of Executive through a party not violating its obligations to Employer; or (ii) required to be disclosed under the laws of the United States or any state in any judicial or administrative proceeding. The Executive further agrees that immediately upon the termination of his employment (irrespective of the time, manner or cause of termination), all Executive will surrender and deliver to Employer all: (i) lists, books, written records records, memoranda and data data, computer discs, computer access codes, magnetic media, and software of every kind relating to or in connection with Employer's Business and the Claridge's customers and business will be delivered suppliers of Employer; and returned to the Claridge(ii) all of Employer's personal and physical property. (ic) Subject to During the provisions Term of subparagraph 6(d)(ii) (change of control) below, if this Agreement is terminated pursuant to subparagraph 5(a)(v) (voluntary resignation) above, the Executive agrees that for a period of one (1) year thereafter the Executive shall not compete with the Claridge, or engage in the casino business in Atlantic City, New Jersey, as an officer, director, stockholder, employee, representative, agent, or consultant. (ii) In the event the Claridge, its shareholders, or persons having voting control enter into an agreement to sell, acquire, merge or consolidate the assets or stock of the Claridge with the anticipated result that a change of control of the Claridge or the Claridge's business as presently constituted would occur upon the closing of such agreement, the Executive may terminate this Agreement pursuant to subparagraph 5(a)(v) (voluntary resignation) above. In these circumstances, the Executive shall not be precluded from immediately competing with the Claridge, or engaging in the casino business in Atlantic City, New Jersey, as an officer, director, stockholder, employee, representative, agent or consultant. In addition, the Executive shall be entitled to the benefits provided for in subparagraph 5(c) (voluntary resignation) above provided proper notice of the intent to resign is given to the Claridge. (e) From the date of termination of this Agreement Employment and for a period of one six (16) year months thereafter, Executive covenants and agrees that Executive shall not compete, directly or indirectly, with Employer in: (i) Employer's Business; or (ii) such other business as in the reasonable opinion of the Board is a competitor of Employer. (d) During the Term of Employment and for a period of eighteen (18) months thereafter, Executive covenants and agrees that Executive shall not, alone or with others, directly or indirectly: (i) solicit for the Executive's benefit or the benefit of any person or organization other than the ClaridgeEmployer, the employment or other services of any employee executive or consultant of the Claridge or its subsidiaries as well as independent companies affiliated or associated with the ClaridgeEmployer; or (ii) solicit for the Executive's benefit or the benefit of any person or organization other than the ClaridgeEmployer, the employment of any employee executive of any customer of the ClaridgeEmployer. (f) As additional consideration for the agreement contained in subparagraphs 6(d) (non-compete) and (e) (no solicitation), the Executive shall be entitled to a lump sum payment equal to twenty-five percent (25%) of the sum of the Executive's then base annual salary. The Executive shall make a request to receive this lump sum within ten (10) days following termination of employment by giving notice to the Claridge consistent with paragraph 11. Within ten (10) days following receipt of this notice, the Claridge shall send the Executive either: (i) the lump sum payment described in this subparagraph (f); or (ii) a notice that the Claridge has waived the Executive's obligations under subparagraph 6(d) (non-compete) and (e) (no solicitation), in which event the Executive shall be released from the obligations under these subparagraphs. In this case, the Claridge shall be released from its obligation to pay the Executive any additional consideration under this subparagraph (f). All payments made pursuant to this subparagraph (f) shall be in addition to, and not in lieu of, any payments to which the Executive may be entitled under paragraph 5 (termination provisions).

NON-COMPETITION AND NON-DISCLOSURE. (a) During Employee covenants and agrees that, throughout the term Employment Period and for a period of this Agreementeighteen (18) months thereafter, the Executive shall he will not, without the written consent of the Claridge , alone or with others, directly or indirectly, participateown, engage manage, operate or become interested in (as owner, stockholder, partner, lender or other investor, director, officer, employee, consultantcontrol, or otherwise) participate in the ownership, management, operation or control of, any business activity that is competing directly in competition the United States of America with the Claridge's business as then constituted . (b) Nothing in this Agreement shall prohibit conducted by the Executive from acquiring Company or owningany subsidiary of the Company on the date of termination hereof; provided, without disclosure to the Companyhowever, less that Employee may own not more than one (1%) percent 5% of the outstanding securities of any class of any corporation engaged in any such business, if such securities are listed on a national securities exchange or regularly traded in the overOver-the-counter marketCounter market by a member of a national securities association. (b) Employee covenants and agrees that, throughout the Employment Period and for a period of eighteen (18) months thereafter, he will not directly or indirectly solicit, entice or induce any person who on the date of termination of employment of Employee is, or within the last three months of Employee's employment by the Company was, associated with or employed by the Company or any subsidiary of the Company to leave the employ of or terminate his association with the Company, or any subsidiary of the Company, solicit the employment of any such person on his own behalf or on behalf of any other business enterprise. (c) During Employee covenants and after agrees that, throughout the Employment Period and at all times thereafter, he will not use, or disclose to any third party, trade secrets or confidential information of the Company, including, but not limited to, confidential information or trade secrets belonging or relating to the Company, its subsidiaries, affiliates, customers and clients or proprietary processes or procedures of the Company, its subsidiaries, affiliates, customers and clients. Proprietary processes and procedures shall include, but shall not be limited to, all information which is known or intended to be known only by employees of the Company, its respective subsidiaries and affiliates or others in a confidential relationship with the Company or its respective subsidiaries and affiliates which relates to business matters. (d) If any term of this Agreementparagraph 9 is found by any court having jurisdiction to be too broad, the Executive agrees then and in that all information which may have been obtained during the course of employment will case, such term shall nevertheless remain effective, but shall be kept strictly confidential with respect considered amended (as to the business practicestime or area or otherwise, finances, developments, customer's affairsas the case may be) to a point considered by said court as reasonable, and trade secrets of the Claridge not generally known to the public. The Executive will not disclose such information to any other person, firm or corporation, except solely in the course of business on behalf of the Claridge pursuant to this Agreement. The Executive further agrees that upon the termination of employment (irrespective of the time, manner or cause of termination), all lists, books, written records and data of every kind relating to or in connection with the Claridge's customers and business will be delivered and returned to the Claridge. (i) Subject to the provisions of subparagraph 6(d)(ii) (change of control) below, if this Agreement is terminated pursuant to subparagraph 5(a)(v) (voluntary resignation) above, the Executive agrees that for a period of one (1) year thereafter the Executive shall not compete with the Claridge, or engage in the casino business in Atlantic City, New Jersey, as an officer, director, stockholder, employee, representative, agent, or consultant. (ii) In the event the Claridge, its shareholders, or persons having voting control enter into an agreement to sell, acquire, merge or consolidate the assets or stock of the Claridge with the anticipated result that a change of control of the Claridge or the Claridge's business as presently constituted would occur upon the closing of such agreement, the Executive may terminate this Agreement pursuant to subparagraph 5(a)(v) (voluntary resignation) above. In these circumstances, the Executive shall not be precluded from immediately competing with the Claridge, or engaging in the casino business in Atlantic City, New Jersey, as an officer, director, stockholder, employee, representative, agent or consultant. In addition, the Executive so amended shall be entitled to the benefits provided for in subparagraph 5(c) (voluntary resignation) above provided proper notice of the intent to resign is given to the Claridgefully enforceable. (e) From In the date of termination event that Employee shall violate any provision of this Agreement (including but not limited to the provisions of this paragraph 9), then Employee hereby consents to the granting of a temporary or permanent injunction against him by a court of competent jurisdiction prohibiting him from violating any provision of this Agreement. In any proceeding for an injunction and upon any motion for a period temporary or permanent injunction, Employee agrees that his ability to answer in damages shall not be a bar or interposed as a defense to the granting of one (1) year thereafter, such temporary or permanent injunction against Employee. Employee further agrees that the Executive shall not, alone or with others, directly or indirectly: (i) solicit for Company will not have an adequate remedy at law in the Executive's benefit or the benefit event of any person or organization other than breach by Employee hereunder and that the Claridge, the employment or other services of Company will suffer irreparable damage and injury if Employee breaches any employee or consultant of the Claridge or its subsidiaries as well as independent companies affiliated or associated with the Claridge; or (ii) solicit for the Executive's benefit or the benefit of any person or organization other than the Claridge, the employment of any employee of any customer of the Claridge. (f) As additional consideration for the agreement contained in subparagraphs 6(d) (non-compete) and (e) (no solicitation), the Executive shall be entitled to a lump sum payment equal to twenty-five percent (25%) of the sum of the Executive's then base annual salary. The Executive shall make a request to receive this lump sum within ten (10) days following termination of employment by giving notice to the Claridge consistent with paragraph 11. Within ten (10) days following receipt provisions of this notice, the Claridge shall send the Executive either: (i) the lump sum payment described in this subparagraph (f); or (ii) a notice that the Claridge has waived the Executive's obligations under subparagraph 6(d) (non-compete) and (e) (no solicitation), in which event the Executive shall be released from the obligations under these subparagraphs. In this case, the Claridge shall be released from its obligation to pay the Executive any additional consideration under this subparagraph (f). All payments made pursuant to this subparagraph (f) shall be in addition to, and not in lieu of, any payments to which the Executive may be entitled under paragraph 5 (termination provisions)Agreement.

NON-COMPETITION AND NON-DISCLOSURE. (a) During the term of this Agreement, the Executive shall not, without the written consent Upon any termination of the Claridge , alone Executive's employment hereunder pursuant to Section 4 hereof (other than a termination in connection with or with others, directly or indirectly, participate, engage or become interested within 12 months following a Change in (as owner, stockholder, partner, lender or other investor, director, officer, employee, consultant, or otherwise) any business activity that is in competition with the Claridge's business as then constituted . (b) Nothing in this Agreement shall prohibit the Executive from acquiring or owning, without disclosure to the Company, less than one (1%) percent of the outstanding securities of any class of any corporation listed on a national securities exchange or traded in the over-the-counter market. (c) During and after the term of this AgreementControl), the Executive agrees that all information which may have been obtained during the course of employment will be kept strictly confidential with respect not to the business practices, finances, developments, customer's affairs, and trade secrets of the Claridge not generally known to the public. The Executive will not disclose such information to any other person, firm or corporation, except solely in the course of business on behalf of the Claridge pursuant to this Agreement. The Executive further agrees that upon the termination of employment (irrespective of the time, manner or cause of termination), all lists, books, written records and data of every kind relating to or in connection compete with the Claridge's customers and business will be delivered and returned to the Claridge. (i) Subject to the provisions of subparagraph 6(d)(ii) (change of control) below, if this Agreement is terminated pursuant to subparagraph 5(a)(v) (voluntary resignation) above, the Executive agrees that Bank for a period of one (1) year thereafter following such termination in any city, town or county in which the Executive shall not compete with the ClaridgeExecutive's normal business office is located, or engage in the casino business in Atlantic City, New Jersey, except as an officer, director, stockholder, employee, representative, agent, or consultant. (ii) In the event the Claridge, its shareholders, or persons having voting control enter into an agreement agreed to sell, acquire, merge or consolidate the assets or stock of the Claridge with the anticipated result that a change of control of the Claridge or the Claridge's business as presently constituted would occur upon the closing of such agreement, the Executive may terminate this Agreement pursuant to subparagraph 5(a)(v) (voluntary resignation) abovea resolution duly adopted by the Board. In these circumstancesThe Executive agrees that during such period and within said cities, towns and counties, the Executive shall not be precluded from immediately competing with the Claridgework for or advise, consult or engaging in the casino business in Atlantic City, New Jersey, as an officer, director, stockholder, employee, representative, agent or consultant. In addition, the Executive shall be entitled to the benefits provided for in subparagraph 5(c) (voluntary resignation) above provided proper notice of the intent to resign is given to the Claridge. (e) From the date of termination of this Agreement and for a period of one (1) year thereafter, the Executive shall not, alone or with othersotherwise serve with, directly or indirectly: (i) solicit for , any entity whose business materially competes with the Executive's benefit or the benefit of any person or organization other than the Claridgedepository, the employment lending or other services of any employee or consultant business activities of the Claridge or Bank. The parties hereto, recognizing that irreparable injury will result to the Bank, its subsidiaries as well as independent companies affiliated or associated with business and property in the Claridge; or (ii) solicit for the Executive's benefit or the benefit of any person or organization other than the Claridge, the employment of any employee of any customer of the Claridge. (f) As additional consideration for the agreement contained in subparagraphs 6(d) (non-compete) and (e) (no solicitation), the Executive shall be entitled to a lump sum payment equal to twenty-five percent (25%) of the sum event of the Executive's then base annual salarybreach of this Subsection 10(a), agree that in the event of any such breach by the Executive, the Bank will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by the Executive, the Executive's partners, agents, servants, employees and all persons acting for or under the direction of the Executive. Nothing herein will be construed as prohibiting the Bank from pursuing any other remedies available to the Bank for such breach or threatened breach, including the recovery of damages from the Executive. (b) The Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the Bank. The Executive shall make a request will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof to receive this lump sum within ten (10) days following termination of employment by giving notice to any person, firm, corporation, or other entity for any reason or purpose whatsoever. Notwithstanding the Claridge consistent with paragraph 11. Within ten (10) days following receipt of this noticeforegoing, the Claridge shall send the Executive either: (i) the lump sum payment described in this subparagraph (f); or (ii) a notice that the Claridge has waived the Executive's obligations under subparagraph 6(d) (non-compete) and (e) (no solicitation), in which event the Executive shall be released from the obligations under these subparagraphs. In this case, the Claridge shall be released from its obligation to pay the Executive any additional consideration under this subparagraph (f). All payments made pursuant to this subparagraph (f) shall be in addition to, and not in lieu of, any payments to which the Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Bank. Further, the Executive may disclose information regarding the business activities of the Bank to the OTS and the Federal Deposit Insurance Corporation (“FDIC”) pursuant to a formal regulatory request. In the event of a breach or threatened breach by the Executive of the provisions of this Section, the Bank will be entitled under paragraph 5 (termination provisions)to an injunction restraining the Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof, or from rendering any services to any person, firm, corporation or other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Bank from pursuing any other remedies available to the Bank for such breach or threatened breach, including the recovery of damages from the Executive.

NON-COMPETITION AND NON-DISCLOSURE. (a) During the term of Notwithstanding any other provisions in this Agreement, the Executive shall not, without the written consent of the Claridge , alone or with others, directly or indirectly, participate, engage or become interested in (as owner, stockholder, partner, lender or other investor, director, officer, employee, consultant, or otherwise) any business activity that is in competition with the Claridge's business as then constituted . (b) Nothing nothing in this Agreement shall prohibit the Executive from acquiring or owning, owning without disclosure to the Company, Employer less than one (1%) percent % of the outstanding securities of any class of any competing corporation that are listed on a national securities exchange or traded in the over-the-counter market. (cb) During the Term of Employment and after the term for a period of this Agreementfive (5) years thereafter, the Executive covenants and agrees that Executive shall keep strictly confidential all non-public proprietary information which Executive may have been obtained obtain during the course of Executive’s employment will be kept strictly confidential with respect to the business practices, finances, developments, customer's marketing, sales, customers, affairs, and trade secrets and other confidential information of the Claridge not generally known to the public. The Employer which shall remain Employer’s exclusive property and Executive will shall not disclose such information to any other person, firm or corporationthe same, except solely in the course of business on behalf of and for the Claridge benefit of Employer pursuant to this Agreement, except to the extent that the same is then: (i) publicly available (except where such information becomes publicly available as a result of Executive’s breach of his obligations under this Section 6(b)); (ii) is disclosed to Executive by a third party not under an obligation of confidentiality to Employer; or (iii) required to be disclosed under the laws of the United States or any state in any judicial or administrative proceeding. The Executive further agrees that immediately upon the termination of his employment (irrespective of the time, manner or cause of termination), Executive will surrender and deliver to Employer all (1) lists, books, written records records, memoranda and data data, computer discs, computer access codes, magnetic media, software, of every kind relating to or in connection with the Claridge's Employer’s Business and customers and business will be delivered suppliers of Employer, and returned to the Claridge(2) all of Employer’s personal and physical property. (ic) Subject to During the provisions Term of subparagraph 6(d)(ii) (change of control) below, if this Agreement is terminated pursuant to subparagraph 5(a)(v) (voluntary resignation) above, the Executive agrees that Employment and for a period of one eighteen (118) year thereafter the months thereafter, Executive covenants and agrees that Executive shall not compete compete, directly or indirectly, with Employer in Employer’s Business in any geographic area in which Employer has conducted Employer’s Business during the Claridge, or engage in the casino business in Atlantic City, New Jersey, as an officer, director, stockholder, employee, representative, agent, or consultant. (ii) In the event the Claridge, its shareholders, or persons having voting control enter into an agreement to sell, acquire, merge or consolidate the assets or stock of the Claridge with the anticipated result that a change of control of the Claridge or the Claridge's business as presently constituted would occur upon the closing of such agreement, the Executive may terminate this Agreement pursuant to subparagraph 5(a)(v) (voluntary resignation) above. In these circumstances, the Executive shall not be precluded from 12-month period immediately competing with the Claridge, or engaging in the casino business in Atlantic City, New Jersey, as an officer, director, stockholder, employee, representative, agent or consultant. In addition, the Executive shall be entitled to the benefits provided for in subparagraph 5(c) (voluntary resignation) above provided proper notice of the intent to resign is given to the Claridge. (e) From preceding the date of termination of this Agreement Executive’s employment. (d) During the Term of Employment and for a period of one eighteen (118) year months thereafter, the Executive covenants and agrees that Executive shall not, alone or with others, directly or indirectly: (i) solicit for the Executive's ’s benefit or the benefit of any person or organization other than the ClaridgeEmployer, the employment or other services of any employee individual whom Executive knows, or reasonably should know, is an executive or consultant of the Claridge or its subsidiaries as well as independent companies affiliated or associated with the ClaridgeEmployer; or (ii) solicit for the Executive's ’s benefit or the benefit of any person or organization other than the ClaridgeEmployer, the employment of any employee individual whom Executive knows, or reasonably should know, is an executive of any customer of Employer, to compete with Employer’s Business. Notwithstanding the Claridge. (f) As additional consideration for the agreement contained in subparagraphs foregoing, it shall not be a violation of this Section 6(d) (non-compete) and (e) (no solicitation)for Executive to make good faith, the Executive shall be entitled to a lump sum payment equal to twenty-five percent (25%) of the sum of the Executive's then base annual salary. The Executive shall make a request to receive this lump sum within ten (10) days following termination of employment by giving notice to the Claridge consistent with paragraph 11. Within ten (10) days following receipt of this notice, the Claridge shall send the Executive either: (i) the lump sum payment described in this subparagraph (f); generalized solicitations for employees through advertisements or (ii) a notice that the Claridge has waived the Executive's obligations under subparagraph 6(d) (non-compete) and (e) (no solicitation), in which event the Executive shall be released from the obligations under these subparagraphs. In this case, the Claridge shall be released from its obligation to pay the Executive any additional consideration under this subparagraph (f). All payments made pursuant to this subparagraph (f) shall be in addition to, and not in lieu of, any payments to which the Executive may be entitled under paragraph 5 (termination provisions)search firms.

NON-COMPETITION AND NON-DISCLOSURE. (a) During the term of this Agreement, the Executive shall not, without the written consent of the Claridge Claridge, alone or with others, directly or indirectly, participate, engage or become interested in (as owner, stockholder, partner, lender or other investor, director, officer, employee, consultant, or otherwise) any business activity that is in competition with the Claridge's business as then constituted constituted. (b) Nothing in this Agreement shall prohibit the Executive from acquiring or owning, without disclosure to the Company, less than one (1%) percent of the outstanding securities of any class of any corporation listed on a national securities exchange or traded in the over-the-counter market. (c) During and after the term of this Agreement, the Executive agrees that all information which may have been obtained during the course of employment will be kept strictly confidential with respect to the business practices, finances, developments, customer's affairs, and trade secrets of the Claridge not generally known to the public. The Executive will not disclose such information to any other person, firm or corporation, except solely in the course of business on behalf of the Claridge pursuant to this Agreement. The Executive further agrees that upon the termination of employment (irrespective of the time, manner or cause of termination), all lists, books, written records and data of every kind relating to or in connection with the Claridge's customers and business will be delivered and returned to the Claridge. (i) Subject to the provisions of subparagraph 6(d)(ii) (change of control) below, if this Agreement is terminated pursuant to subparagraph 5(a)(v) (voluntary resignation) above, the Executive agrees that for a period of one (1) year thereafter the Executive shall not compete with the Claridge, or engage in the casino business in Atlantic City, New Jersey, as an officer, director, stockholder, employee, representative, agent, or consultant. (ii) In the event the Claridge, its shareholders, or persons having voting control enter into an agreement to sell, acquire, merge or consolidate the assets or stock of the Claridge with the anticipated result that a change of control of the Claridge or the Claridge's business as presently constituted would occur upon the closing of such agreement, the Executive may terminate this Agreement pursuant to subparagraph 5(a)(v) (voluntary resignation) above. In these circumstances, the Executive shall not be precluded from immediately competing with the Claridge, or engaging in the casino business in Atlantic City, New Jersey, as an officer, director, stockholder, employee, representative, agent or consultant. In addition, the Executive shall be entitled to the benefits provided for in subparagraph 5(c) (voluntary resignation) above provided proper notice of the intent to resign is given to the Claridge. (e) From the date of termination of this Agreement and for a period of one (1) year thereafter, the Executive shall not, alone or with others, directly or indirectly: (i) solicit for the Executive's benefit or the benefit of any person or organization other than the Claridge, the employment or other services of any employee or consultant of the Claridge or its subsidiaries as well as independent companies affiliated or associated with the Claridge; or (ii) solicit for the Executive's benefit or the benefit of any person or organization other than the Claridge, the employment of any employee of any customer of the Claridge. (f) As additional consideration for the agreement contained in subparagraphs 6(d) (non-compete) and (e) (no solicitation), the Executive shall be entitled to a lump sum payment equal to twenty-five percent (25%) of the sum of the Executive's then base annual salary. The Executive shall make a request to receive this lump sum within ten (10) days following termination of employment by giving notice to the Claridge consistent with paragraph 11. Within ten (10) days following receipt of this notice, the Claridge shall send the Executive either: (i) the lump sum payment described in this subparagraph (f); or (ii) a notice that the Claridge has waived the Executive's obligations under subparagraph 6(d) (non-compete) and (e) (no solicitation), in which event the Executive shall be released from the obligations under these subparagraphs. In this case, the Claridge shall be released from its obligation to pay the Executive any additional consideration under this subparagraph (f). All payments made pursuant to this subparagraph (f) shall be in addition to, and not in lieu of, any payments to which the Executive may be entitled under paragraph 5 (termination provisions).

NON-COMPETITION AND NON-DISCLOSURE. (a) During the term of this Agreement, the Executive shall not, without the written consent of the Claridge Claridge, alone or with others, directly or indirectly, participate, engage or become interested in (as owner, stockholder, partner, lender or other investor, director, officer, employee, consultant, or otherwise) any business activity that is in competition with the Claridge's business as then constituted . (b) Nothing in this Agreement shall prohibit the Executive from acquiring or owning, without disclosure to the Company, less than one (1%) percent of the outstanding securities of any class of any corporation listed on a national securities exchange or traded in the over-the-counter market. (c) During and after the term of this Agreement, the Executive agrees that all information which may have been obtained during the course of employment will be kept strictly confidential with respect to the business practices, finances, developments, customer's affairs, and trade secrets of the Claridge not generally known to the public. The Executive will not disclose such information to any other person, firm or corporation, except solely in the course of business on behalf of the Claridge pursuant to this Agreement. The Executive further agrees that upon the termination of employment (irrespective of the time, manner or cause of termination), all lists, books, written records and data of every kind relating to or in connection with the Claridge's customers and business will be delivered and returned to the Claridge. (i) Subject to the provisions of subparagraph 6(d)(ii) (change of control) below, if this Agreement is terminated pursuant to subparagraph 5(a)(v) (voluntary resignation) above, the Executive agrees that for a period of one (1) year thereafter the Executive shall not compete with the Claridge, or engage in the casino business in Atlantic City, New Jersey, as an officer, director, stockholder, employee, representative, agent, or consultant. (ii) In the event the Claridge, its shareholders, or persons having voting control enter into an agreement to sell, acquire, merge or consolidate the assets or stock of the Claridge with the anticipated result that a change of control of the Claridge or the Claridge's business as presently constituted would occur upon the closing of such agreement, the Executive may terminate this Agreement pursuant to subparagraph 5(a)(v) (voluntary resignation) above. In these circumstances, the Executive shall not be precluded from immediately competing with the Claridge, or engaging in the casino business in Atlantic City, New Jersey, as an officer, director, stockholder, employee, representative, agent or consultant. In addition, the Executive shall be entitled to the benefits provided for in subparagraph 5(c) (voluntary resignation) above provided proper notice of the intent to resign is given to the Claridge. (e) From the date of termination of this Agreement and for a period of one (1) year thereafter, the Executive shall not, alone or with others, directly or indirectly: (i) solicit for the Executive's benefit or the benefit of any person or organization other than the Claridge, the employment or other services of any employee or consultant of the Claridge or its subsidiaries as well as independent companies affiliated or associated with the Claridge; or (ii) solicit for the Executive's benefit or the benefit of any person or organization other than the Claridge, the employment of any employee of any customer of the Claridge. (f) As additional consideration for the agreement contained in subparagraphs 6(d) (non-non- compete) and (e) (no solicitation), the Executive shall be entitled to a lump sum payment equal to twenty-twenty- five percent (25%) of the sum of the Executive's then base annual salary. The Executive shall make a request to receive this lump sum within ten (10) days following termination of employment by giving notice to the Claridge consistent with paragraph 11. Within ten (10) days following receipt of this notice, the Claridge shall send the Executive either: (i) the lump sum payment described in this subparagraph (f); or (ii) a notice that the Claridge has waived the Executive's obligations under subparagraph 6(d) (non-compete) and (e) (no solicitation), in which event the Executive shall be released from the obligations under these subparagraphs. In this case, the Claridge shall be released from its obligation to pay the Executive any additional consideration under this subparagraph (f). All payments made pursuant to this subparagraph (f) shall be in addition to, and not in lieu of, any payments to which the Executive may be entitled under paragraph 5 (termination provisions).

NON-COMPETITION AND NON-DISCLOSURE. (a) During the term of this Agreement, the Executive shall not, without the written consent Upon any termination of the Claridge , alone Executive’s employment hereunder pursuant to Section 4 hereof (other than a termination in connection with or with others, directly or indirectly, participate, engage or become interested within 12 months following a Change in (as owner, stockholder, partner, lender or other investor, director, officer, employee, consultant, or otherwise) any business activity that is in competition with the Claridge's business as then constituted . (b) Nothing in this Agreement shall prohibit the Executive from acquiring or owning, without disclosure to the Company, less than one (1%) percent of the outstanding securities of any class of any corporation listed on a national securities exchange or traded in the over-the-counter market. (c) During and after the term of this AgreementControl), the Executive agrees that all information which may have been obtained during the course of employment will be kept strictly confidential with respect not to the business practices, finances, developments, customer's affairs, and trade secrets of the Claridge not generally known to the public. The Executive will not disclose such information to any other person, firm or corporation, except solely in the course of business on behalf of the Claridge pursuant to this Agreement. The Executive further agrees that upon the termination of employment (irrespective of the time, manner or cause of termination), all lists, books, written records and data of every kind relating to or in connection compete with the Claridge's customers and business will be delivered and returned to the Claridge. (i) Subject to the provisions of subparagraph 6(d)(ii) (change of control) below, if this Agreement is terminated pursuant to subparagraph 5(a)(v) (voluntary resignation) above, the Executive agrees that Bank for a period of one (1) year thereafter following such termination in any city, town or county in which the Executive shall not compete with the ClaridgeExecutive’s normal business office is located, or engage in the casino business in Atlantic City, New Jersey, except as an officer, director, stockholder, employee, representative, agent, or consultant. (ii) In the event the Claridge, its shareholders, or persons having voting control enter into an agreement agreed to sell, acquire, merge or consolidate the assets or stock of the Claridge with the anticipated result that a change of control of the Claridge or the Claridge's business as presently constituted would occur upon the closing of such agreement, the Executive may terminate this Agreement pursuant to subparagraph 5(a)(v) (voluntary resignation) abovea resolution duly adopted by the Board. In these circumstancesThe Executive agrees that during such period and within said cities, towns and counties, the Executive shall not be precluded from immediately competing with the Claridgework for or advise, consult or engaging in the casino business in Atlantic City, New Jersey, as an officer, director, stockholder, employee, representative, agent or consultant. In addition, the Executive shall be entitled to the benefits provided for in subparagraph 5(c) (voluntary resignation) above provided proper notice of the intent to resign is given to the Claridge. (e) From the date of termination of this Agreement and for a period of one (1) year thereafter, the Executive shall not, alone or with othersotherwise serve with, directly or indirectly: (i) solicit for , any entity whose business materially competes with the depository, lending or other business activities of the Bank. The parties hereto, recognizing that irreparable injury will result to the Bank, its business and property in the event of the Executive's benefit or ’s breach of this Subsection 10(a) agree that in the benefit event of any person or organization other than such breach by the ClaridgeExecutive, the employment Bank will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by the Executive, the Executive’s partners, agents, servants, employees and all persons acting for or other services of any employee or consultant under the direction of the Claridge Executive. Nothing herein will be construed as prohibiting the Bank from pursuing any other remedies available to the Bank for such breach or its subsidiaries as well as independent companies affiliated or associated with threatened breach, including the Claridge; or (ii) solicit for recovery of damages from the Executive's benefit or the benefit of any person or organization other than the Claridge, the employment of any employee of any customer of the Claridge. (fb) As additional consideration The Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the agreement contained in subparagraphs 6(d) (non-compete) Bank and (e) (no solicitation)affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the Bank. The Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever. Notwithstanding the foregoing, the Executive shall may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Bank. Further, the Executive may disclose information regarding the business activities of the Bank to the OTS and the Federal Deposit Insurance Corporation (“FDIC”) pursuant to a formal regulatory request. In the event of a breach or threatened breach by the Executive of the provisions of this Section, the Bank will be entitled to a lump sum payment equal to twenty-five percent (25%) an injunction restraining the Executive from disclosing, in whole or in part, the knowledge of the sum past, present, planned or considered business activities of the Executive's then base annual salaryBank or affiliates thereof, or from rendering any services to any person, firm, corporation or other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. The Executive shall make a request to receive this lump sum within ten (10) days following termination of employment by giving notice Nothing herein will be construed as prohibiting the Bank from pursuing any other remedies available to the Claridge consistent with paragraph 11. Within ten (10) days following receipt Bank for such breach or threatened breach, including the recovery of this notice, the Claridge shall send the Executive either: (i) the lump sum payment described in this subparagraph (f); or (ii) a notice that the Claridge has waived damages from the Executive's obligations under subparagraph 6(d) (non-compete) and (e) (no solicitation), in which event the Executive shall be released from the obligations under these subparagraphs. In this case, the Claridge shall be released from its obligation to pay the Executive any additional consideration under this subparagraph (f). All payments made pursuant to this subparagraph (f) shall be in addition to, and not in lieu of, any payments to which the Executive may be entitled under paragraph 5 (termination provisions).

NON-COMPETITION AND NON-DISCLOSURE. (a) During the term of this Agreement, the Executive shall not, without the written consent of the Claridge , alone or with others, directly or indirectly, participate, engage or become interested in (as owner, stockholder, partner, lender or other investor, director, officer, employee, consultant, or otherwise) any business activity that is in competition with the Claridge's business as then constituted constituted. (b) Nothing in this Agreement shall prohibit the Executive from acquiring or owning, without disclosure to the Company, less than one (1%) percent of the outstanding securities of any class of any corporation listed on a national securities exchange or traded in the over-the-counter market. (c) During and after the term of this Agreement, the Executive agrees that all information which may have been obtained during the course of employment will be kept strictly confidential with respect to the business practices, finances, developments, customer's affairs, and trade secrets of the Claridge not generally known to the public. The Executive will not disclose such information to any other person, firm or corporation, except solely in the course of business on behalf of the Claridge pursuant to this Agreement. The Executive further agrees that upon the termination of employment (irrespective of the time, manner or cause of termination), all lists, books, written records and data of every kind relating to or in connection with the Claridge's customers and business will be delivered and returned to the Claridge. (i) Subject to the provisions of subparagraph 6(d)(ii) (change of control) below, if this Agreement is terminated pursuant to subparagraph 5(a)(v) (voluntary resignation) above, the Executive theExecutive agrees that for a period of one (1) year thereafter the Executive shall not compete with the Claridge, or engage in the casino business in Atlantic City, New Jersey, as an officer, director, stockholder, employee, representative, agent, or consultant. (ii) In the event the Claridge, its shareholders, or persons having voting control enter into an agreement to sell, acquire, merge or consolidate the assets or stock of the Claridge with the anticipated result that a change of control of the Claridge or the Claridge's business as presently constituted would occur upon the closing of such agreement, the Executive may terminate this Agreement pursuant to subparagraph 5(a)(v) (voluntary resignation) above. In these circumstances, the Executive shall not be precluded from immediately competing with the Claridge, or engaging in the casino business in Atlantic City, New Jersey, as an officer, director, stockholder, employee, representative, agent or consultant. In addition, the Executive shall be entitled to the benefits provided for in subparagraph 5(c) (voluntary resignation) above provided proper notice of the intent to resign is given to the Claridge. (e) From the date of termination of this Agreement and for a period of one (1) year thereafter, the Executive shall not, alone or with others, directly or indirectly: (i) solicit for the Executive's benefit or the benefit of any person or organization other than the Claridge, the employment or other services of any employee or consultant of the Claridge or its subsidiaries as well as independent companies affiliated or associated with the Claridge; or (ii) solicit for the Executive's benefit or the benefit of any person or organization other than the Claridge, the employment of any employee of any customer of the Claridge. (f) As additional consideration for the agreement contained in subparagraphs 6(d) (non-non- compete) and (e) (no solicitation), the Executive shall be entitled to a lump sum payment equal to twenty-twenty- five percent (25%) of the sum of the Executive's then base annual salary. The Executive shall make a request to receive this lump sum within ten (10) days following termination of employment by giving notice to the Claridge consistent with paragraph 11. Within ten (10) days following receipt of this notice, the Claridge shall send the Executive either: (i) the lump sum payment described in this subparagraph (f); or (ii) a notice that the Claridge has waived the Executive's obligations under subparagraph 6(d) (non-compete) and (e) (no solicitation), in which event the Executive shall be released from the obligations under these subparagraphs. In this case, the Claridge shall be released from its obligation to pay the Executive any additional consideration under this subparagraph (f). All payments made pursuant to this subparagraph (f) shall be in addition to, and not in lieu of, any payments to which the Executive may be entitled under paragraph 5 (termination provisions).