Common use of Non-Competition Clause in Contracts

Non-Competition. (a) Upon any termination of Executive's employment hereunder as a result of which the Bank is paying Executive benefits under Section 4 of this Agreement, other than a termination coincident to or following a Change in Control, Executive agrees not to compete with the Bank and/or the Company for a period of one (1) year following such termination in any city, town or county in which the Bank and/or the Company has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or the Company. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the Company, its business and property in the event of Executive's breach of this Subsection 9(a) agree that in the event of any such breach by Executive, the Bank and/or the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Company from pursuing any other remedies available to the Bank and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the Bank. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to any federal banking agency with jurisdiction over the Bank or Executive). Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Bank, and Executive may disclose any information regarding the Bank or the Company which is otherwise publicly available. In the event of a breach or threatened breach by the Executive of the provisions of this Section 9, the Bank will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof, or from rendering any services to any person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Bank from pursuing any other remedies available to the Bank for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination of Executive's ’s employment hereunder as a result of which the Bank is paying Executive benefits under Section 4 of this Agreement(whether voluntary or involuntary), other than a termination coincident to (whether voluntary or following involuntary) in connection with a Change in Control, Executive agrees not to compete with the Bank and/or and the Company for a period of one two (12) year years following such termination in within one hundred (100) miles of any cityexisting branch of the Bank, town the Bank’s subsidiaries, or county in any subsidiary of the Company, or within one hundred (100) miles of any office for which the Bank and/or Bank, the Bank’s subsidiaries, the Company has an office or a bank subsidiary of the Company has filed an application for regulatory approval to establish an officeapproval, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or or the Company. The parties hereto, recognizing that irreparable injury will result to the Bank and/or or the Company, its business and property in the event of Executive's ’s breach of this Subsection 9(a) agree that in the event of any such breach by Executive, the Bank and/or and the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's ’s partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that Executive's ’s experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or or the Company from pursuing any other remedies available to the Bank and/or or the Company for such breach or threatened breach, including the recovery of damages from Executive. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank Bank, the Company and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the BankBank and the Company. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities of the Bank Bank, the Company or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to any federal banking agency with jurisdiction over the Bank Bank, the Company or Executive). Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the BankBank or the Company, and Executive may disclose any information regarding the Bank or the Company which is otherwise publicly available. In the event of a breach or threatened breach by the Executive of the provisions of this Section 9, the Bank and/or the Company will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Bank Bank, the Company or affiliates thereof, or from rendering any services to any person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Bank or the Company from pursuing any other remedies available to the Bank or the Company for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination of Executive's employment hereunder as a result of which the Bank is paying Executive benefits under pursuant to Section 4 of this Agreement, other than a termination coincident to or following a Change in Control4(c) hereof, Executive agrees not to compete with the Bank and/or the Company for a period of one (1) year following such termination in any city, town or county in which the Bank and/or the Company has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or the Company. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the Company, its business and property in the event of Executive's breach of this Subsection 9(a10(a) agree that in the event of any such breach by Executive, the Bank and/or the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Company from pursuing any other remedies available to the Bank and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the Bank. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to any federal banking agency with jurisdiction over the Bank or Executive)whatsoever. Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Bank, and Executive may disclose any information regarding the Bank or the Company which is otherwise publicly available. In the event of a breach or threatened breach by the Executive of the provisions Provisions of this Section 910, the Bank will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof, or from rendering any services to any person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Bank from pursuing any other remedies available to the Bank for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. Except with respect to RevOs, a synthetic polymer-Nano HA composite bone substitute intended to mimic cortical bone, Wezel agrees that he will not personally serve as a member of the supervisory board (raad van comissarissen) of any party that is a competitor of the Purchaser’s Group with respect to any of the Products in the Field if such competitor is engaged in the business of commercializing a biologic (e.g. bone graft material and/or biologically active compound) or other Product or compound intended to ▇▇▇▇▇▇ bone growth that will compete with the Products and includes a use in spinal applications (a “Competing Business”). Wezel further agrees that he will not personally serve as a member of the board of directors or a substantially equivalent governing body of any Competing Business, if BioGeneration Ventures BV makes an investment in any such Competing Business outside the Netherlands. Purchaser expressly acknowledges and agrees that Wezel is in the business of venture capital investing and therefore (a) Upon any termination of Executive's employment hereunder as a result of which the Bank is paying Executive benefits under Section 4 of this Agreement, other than a termination coincident to or following a Change in Control, Executive agrees not to compete with the Bank and/or the Company for a period of one (1) year following such termination in any city, town or county in which the Bank and/or the Company has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or the Company. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the Company, its business and property in the event of Executive's breach of this Subsection 9(a) agree that in the event of any such breach by Executive, the Bank and/or the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Company from pursuing any other remedies available to the Bank and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the Bank. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to any federal banking agency with jurisdiction over the Bank or Executive). Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from Wezel reviews the business plans and activities related proprietary information of many enterprises, including enterprises which may have products or services which compete directly or indirectly with those of the BankCompany and/or Purchaser Group, (b) Wezel monitors investments in Competing Businesses, including consulting with members of BioGeneration Ventures BV that serve on the board of directors, and Executive (c) Wezel may disclose take any information regarding the Bank or the Company which is otherwise publicly available. In the event and all actions on behalf of BioGeneration Ventures BV as a shareholder of a breach or threatened breach by Competing Business (including, without limitation, the Executive of the provisions activities described in clauses (a) and (b) of this Section 9, the Bank will be entitled to an injunction restraining Executive from disclosing, 2). Nothing in whole this Agreement shall preclude or in partany way restrict any venture capital firm or similar institutional investor with which Wezel is affiliated from investing or participating in any particular enterprise, or any other general partner, member, officer or employee of any such venture capital firm or similar institutional investor from serving on the knowledge supervisory board (raad van comissarissen) or the board of directors or a substantially equivalent governing body of an entity in which it makes an investment, whether or not such entity has products or services which compete with those of the past, present, planned or considered business activities of Company and/or the Bank or affiliates thereof, or from rendering any services to any person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Bank from pursuing any other remedies available to the Bank for such breach or threatened breach, including the recovery of damages from ExecutivePurchaser Group.

Non-Competition. (a) Upon any termination of the Executive's employment hereunder as a result of which pursuant to Section 6 hereof, the Bank is paying Executive benefits under Section 4 of this Agreement, other than a termination coincident to or following a Change in Control, Executive agrees not to compete with the Bank and/or the Company for a period of one (1) year following such termination in any city, town or county in which the Bank and/or the Company has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. The Executive agrees that during such period and within said cities, towns and counties, the Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or the Company. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the Company, its business and property in the event of the Executive's breach of this Subsection Section 9(a) agree that in the event of any such breach breach, as judicially determined, by the Executive, the Bank and/or the Company 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, employers, employees and all persons acting for or with the Executive. The Executive represents and admits that in the event of the termination of his employment pursuant to Section 6 hereof, the Executive's experience and capabilities are such that the Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent the Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Company from pursuing any other remedies available to the Bank and/or the Company 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, Company is a valuable, special and unique asset of the business of the BankCompany. 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 Company or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to any federal banking agency with jurisdiction over the Bank or Executive)whatsoever. Notwithstanding the foregoing, the Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which that are not solely and exclusively derived from the business plans and activities of the Bank, and Executive may disclose any information regarding the Bank or the Company which is otherwise publicly availableCompany. In the event of a breach or threatened breach by the Executive of the provisions of this Section 99(b), the Bank Company will be entitled 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 thereofCompany, or from rendering any services to any person, firm, corporation, 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 Company from pursuing any other remedies available to the Bank Company for such breach or threatened breach, including the recovery of damages from the Executive.

Non-Competition. (a) Upon any termination of Executive's ’s employment hereunder hereunder, other than a termination, (whether by resignation, voluntary or involuntary) in connection with a Change in Control, as a result of which the Bank is paying Executive benefits under Section 4 6 of this Agreement, other than a termination coincident to or following a Change in Control, Executive agrees not to compete with the Bank and/or the Company for a period of one (1) year following such termination in within twenty-five (25) miles of any city, town existing branch of the Bank or county in any subsidiary of the Company or within twenty-five (25) miles of any office for which the Bank and/or Bank, the Company has an office or a Bank subsidiary of the Company has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said area, cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or the Company. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the Company, its business and property in the event of Executive's ’s breach of this Subsection 9(a11(a) agree that in the event of any such breach by Executive, the Bank and/or the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's ’s partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that Executive's ’s experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Company from pursuing any other remedies available to the Bank and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the Bank. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to any federal banking agency with jurisdiction over the Bank or Executive). Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Bank, and Executive may disclose any information regarding the Bank or the Company which is otherwise publicly available. In the event of a breach or threatened breach by the Executive of the provisions of this Section 9Section, the Bank will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof, or from rendering any services to any person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Bank from pursuing any other remedies available to the Bank for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination of Executive's ’s employment hereunder as a result of which the Bank is paying Executive benefits under Section 4 for any reason, including but not limited to expiration of this Agreement, other than a termination coincident to or following a Change in Control, Executive agrees not to compete with the Bank and/or the Company for a period of one twelve (112) year months following such termination in any city, city or town or county in which the Bank and/or the Company has an office operates a branch or has filed an application for regulatory approval to establish an main office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that that, during such period and within said cities, towns and countiesperiod, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or Bank. Executive specifically further agrees that he will not, for the Companytwelve (12) month non-competition period work in either a paid or unpaid capacity with any individual or group proposing to establish a new bank or other financial institution in Bank’s market area. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the CompanyBank, its business and property in the event of Executive's ’s breach of this Subsection 9(aSubparagraph 10(a) agree that in the event of any such breach by Executive, the Bank and/or the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's ’s partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Paragraph 8 hereof, Executive's ’s experience and capabilities are such that Executive can obtain employment in a business business, engaged in other lines and/or of a different nature than the Bank and/or the CompanyBank, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Company from pursuing any other remedies available to the Bank and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the Bank. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof to any person, firm, corporation, corporation or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to any federal banking agency with jurisdiction over the Bank or Executive)whatsoever. Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Bank, and Executive may disclose any information regarding the Bank or the Company which is otherwise publicly available. In the event of a breach or threatened breach by the Executive of the provisions of this Section 9Paragraph, the Bank will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof, or from rendering any services to any person, firm, firm corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Bank from pursuing any other remedies available to the Bank for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination of Executive's ’s employment hereunder hereunder, other than a termination (whether voluntary or involuntary) following a Change in Control), as a result of which the Bank Company is paying Executive benefits under Section 4 6 of this Agreement, other than a termination coincident to or following a Change in Control, Executive agrees not to compete with the Bank and/or the Company for a period of one (1) year following such termination in within twenty-five (25) miles of any city, town existing branch of the Bank or county in any subsidiary of the Company or within twenty-five (25) miles of any office for which the Bank and/or Bank, the Company has an office or a Bank subsidiary of the Company has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said area, cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or the Company. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the Company, its business and property in the event of Executive's ’s breach of this Subsection 9(a12(a) agree that in the event of any such breach by Executive, the Bank and/or the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's ’s partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that Executive's ’s experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Company from pursuing any other remedies available to the Bank and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank Company and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the BankCompany. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities of the Bank Company or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to any federal banking agency with jurisdiction over the Bank Company or Executive). Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the BankCompany, and Executive may disclose any information regarding the Bank or the Company which is otherwise publicly available. In the event of a breach or threatened breach by the Executive of the provisions of this Section 9Section, the Bank Company will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Bank Company or affiliates thereof, or from rendering any services to any person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Bank Company from pursuing any other remedies available to the Bank Company for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination of the Executive's employment hereunder as a result of which pursuant to Section 6 hereof, the Bank is paying Executive benefits under Section 4 of this Agreement, other than a termination coincident to or following a Change in Control, Executive agrees not to compete with the Bank and/or the Company for a period of one (1) year following such termination in any city, town or county in which the Bank and/or the Company has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. The Executive agrees that during such period and within said cities, towns and counties, the Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or the Company. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the Company, its business and property in the event of the Executive's breach of this Subsection Section 9(a) agree that in the event of any such breach by the Executive, the Bank and/or the Company 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, employers, employees and all persons acting for or with the Executive. The Executive represents and admits that in the event of the termination of his employment pursuant to Section 6 hereof, the Executive's experience and capabilities are such that the Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent the Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Company from pursuing any other remedies available to the Bank and/or the Company 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, Company is a valuable, special and unique asset of the business of the BankCompany. 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 Company or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to any federal banking agency with jurisdiction over the Bank or Executive)whatsoever. Notwithstanding the foregoing, 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, and Executive may disclose any information regarding the Bank or the Company which is otherwise publicly availableCompany. In the event of a breach or threatened breach by the Executive of the provisions of this Section 99(b), the Bank Company will be entitled 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 thereofCompany, or from rendering any services to any person, firm, corporation, 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 Company from pursuing any other remedies available to the Bank Company for such breach or threatened breach, including the recovery of damages from the Executive.

Non-Competition. (a) Upon any termination of Executive's ’s employment hereunder as a result of which the Bank is paying Executive benefits under pursuant to Section 4 of this Agreement, other than a termination coincident to or following a Change in Control4(c) above, Executive agrees not to compete with the Bank and/or the Company for a period of one (1) year two years following such termination in any city, town or county in which the Bank and/or location where the Company has an office or has filed an application for regulatory approval to establish an office, determined as of made sales within the effective date of five years preceding such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and countiesperiod, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or the Company. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the Company, its business and property in the event of Executive's ’s breach of this Subsection 9(a) Section 10(a), agree that in the event of any such breach by Executive, the Bank and/or the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's ’s partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Company from pursuing any other remedies available to the Bank and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank Company and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the BankCompany. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities of the Bank Company or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to any federal banking agency with jurisdiction over the Bank or Executive)whatsoever. Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the BankCompany, and Executive may disclose any information regarding the Bank or the Company which is otherwise publicly available. In the event of a breach or threatened breach by the Executive of the provisions Provisions of this Section 910, the Bank Company will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Bank Company or affiliates thereof, or from rendering any services to any person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Bank Company from pursuing any other remedies available to the Bank Company for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination of Executive's employment hereunder as a result of which the Bank is paying Executive benefits under Section 4 of this Agreement, other than a termination coincident to or following a Change in Control4, Executive agrees not to compete with the Bank and/or the Company for a period of one (1) year following such termination in any city, town or county in which the Bank and/or the Company has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or the Company. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the Company, its business and property in the event of Executive's breach of this Subsection 9(aSection 10(a) agree that in the event of any such breach by Executive, the Bank and/or the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Company from pursuing any other remedies available to the Bank and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the Bank. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to any the Securities Exchange Commission ("SEC"), the OTS, the Federal Deposit Insurance Corporation ("FDIC"), or other federal or state banking agency with jurisdiction over the Bank Bank, the Company or Executive). Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Bank, and Executive may disclose any information regarding the Bank or the Company which is otherwise publicly available. In the event of a breach or threatened breach by the Executive of the provisions of this Section 910, the Bank will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof, or from rendering any services to any person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Bank from pursuing any other remedies available to the Bank for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination of Executive's employment hereunder as a result of which the Bank is paying Executive benefits under pursuant to Section 4 of this Agreement, other than a termination coincident to or following a Change in Controlhereof, Executive agrees not to compete with the Bank and/or the Holding Company or its Subsidiaries for a period of one (1) year following such termination in any city, town or county in which the Bank and/or Executive's normal business office is located and the Holding Company or any of its Subsidiaries has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or the CompanyHolding Company or its Subsidiaries. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the CompanyHolding Company or its Subsidiaries, its business and property in the event of Executive's breach of this Subsection 9(a10(a) agree that in the event of any such breach by Executive, the Bank and/or the Holding Company or its Subsidiaries will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with under the direction of Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Section 7 hereof, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the CompanyHolding Company or its Subsidiaries, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Holding Company or its Subsidiaries from pursuing any other remedies available to the Bank and/or the Holding Company or its Subsidiaries for such breach or threatened breach, including the recovery of damages from Executive. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank Holding Company and affiliates thereof, its Subsidiaries as it may exist from time to time, is a valuable, special and unique asset of the business of the BankHolding Company and its Subsidiaries. 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 Holding Company and its Subsidiaries thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be unless expressly authorized by the Board of Directors or required to be provided to any federal banking agency with jurisdiction over the Bank or Executive)by law. Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Bank, and Executive may disclose any information regarding the Bank or the Company which is otherwise publicly availableHolding Company. In the event of a breach or threatened breach by the Executive of the provisions of this Section 9Section, the Bank Holding Company will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Bank Holding Company or affiliates thereof, its Subsidiaries or from rendering any services to any person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Bank Holding Company from pursuing any other remedies available to the Bank Holding Company for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination of Executive's employment hereunder as a result of which the Bank Association is paying Executive benefits under Section 4 of this Agreement, other than a termination coincident to or following a Change in Control, Executive agrees not to compete with the Bank and/or the Company for a period of one (1) year following such termination in any city, town or county in which the Bank and/or the Company has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or the Company. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the Company, its business and property in the event of Executive's breach of this Subsection 9(a) agree that in the event of any such breach by Executive, the Bank and/or the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Company from pursuing any other remedies available to the Bank and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. This paragraph (a) shall not apply if an termination of Executive's employment occurs in connection with a change in control of the Bank, within the meaning of the Home Owners' Loan Act and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency) thereunder. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the Bank. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to any the Office of Thrift Supervision, the Federal Deposit Insurance Corporation, or other federal banking agency with jurisdiction over the Bank or Executive). Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Bank, and Executive may disclose any information regarding the Bank or the Company which is otherwise publicly available. In the event of a breach or threatened breach by the Executive of the provisions Provisions of this Section 9, the Bank will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof, or from rendering any services to any person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Bank from pursuing any other remedies available to the Bank for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination of Executive's employment hereunder pursuant to an Event of Termination as a result of which the Bank is paying Executive benefits under provided in Section 4 of this Agreement, other than a termination coincident to or following a Change in Controlhereof, Executive agrees not to compete with the Bank Association and/or the Holding Company for a period of one (1) year following such termination in any city, town or county in which the Bank Association and/or the Holding Company has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank Association and/or the Holding Company. The parties hereto, recognizing that irreparable injury will result to the Bank Association and/or the Holding Company, its business and property in the event of Executive's breach of this Subsection 9(a11(a) agree that in the event of any such breach by Executive, the Bank Association and/or the Holding Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Section 8 hereof, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank Association and/or the Holding Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank Association and/or the Holding Company from pursuing any other remedies available to the Bank Association and/or the Holding Company for such breach or threatened breach, including the recovery of damages from Executive. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank Holding Company and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the BankAssociation. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities of the Bank Association or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to any federal banking agency with jurisdiction over the Bank or Executive)whatsoever. Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Bank, and Executive may disclose any information regarding the Bank or the Company which is otherwise publicly availableHolding Company. In the event of a breach or threatened breach by the Executive of the provisions of this Section 9Section, the Bank Holding Company will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Bank Holding Company or affiliates thereof, or from rendering any services to any person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Bank Holding Company from pursuing any other remedies available to the Bank Holding Company for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination of Executive's ’s employment hereunder hereunder, other than a termination, (whether voluntary or involuntary) in connection with a Change in Control, as a result of which the Bank is paying Executive benefits under Section 4 6 of this Agreement, other than a termination coincident to or following a Change in Control, Executive agrees not to compete with the Bank and/or the Company for a period of one (1) year following such termination in within twenty-five (25) miles of any city, town existing branch of the Bank or county in any subsidiary of the Company or within twenty-five (25) miles of any office for which the Bank and/or Bank, the Company has an office or a Bank subsidiary of the Company has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said area, cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or the Company. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the Company, its business and property in the event of Executive's ’s breach of this Subsection 9(a11(a) agree that in the event of any such breach by Executive, the Bank and/or the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's ’s partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that Executive's ’s experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Company from pursuing any other remedies available to the Bank and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the Bank. Executive will not, during or after the term of his his/her employment, disclose any knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to any federal banking agency with jurisdiction over the Bank or Executive). Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Bank, and Executive may disclose any information regarding the Bank or the Company which is otherwise publicly available. In the event of a breach or threatened breach by the Executive of the provisions of this Section 9Section, the Bank will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof, or from rendering any services to any person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Bank from pursuing any other remedies available to the Bank for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination of Executive's employment hereunder hereunder, other than a termination (whether voluntary or involuntary) following a Change in Control, as a result of which the Bank Company is paying Executive benefits under Section 4 6 of this Agreement, other than a termination coincident to or following a Change in Control, Executive agrees not to compete with the Bank and/or the Company for a period of one (1) year following such termination in within twenty-five (25) miles of any city, town existing branch of the Bank or county in any subsidiary of the Company or within twenty-five (25) miles of any office for which the Bank and/or Bank, the Company has an office or a Bank subsidiary of the Company has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said area, cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or the Company. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the Company, its business and property in the event of Executive's breach of this Subsection 9(a11(a) agree that in the event of any such breach by Executive, the Bank and/or the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Company from pursuing any other remedies available to the Bank and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank Company and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the BankCompany. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities of the Bank Company or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to any federal banking agency with jurisdiction over the Bank Company or Executive). Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the BankCompany, and Executive may disclose any information regarding the Bank or the Company which is otherwise publicly available. In the event of a breach or threatened breach by the Executive of the provisions of this Section 9Section, the Bank Company will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Bank Company or affiliates thereof, or from rendering any services to any person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Bank Company from pursuing any other remedies available to the Bank Company for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination of Executive's employment hereunder pursuant to an Event of Termination as a result of which the Bank is paying Executive benefits under provided in Section 4 of this Agreement, other than a termination coincident to or following a Change in Controlhereof, Executive agrees not to compete with the Bank Association and/or the Holding Company for a period of one (1) year following such termination in any city, town or county in which the Bank Association and/or the Holding Company has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank Association and/or the Holding Company. The parties hereto, recognizing that irreparable injury will result to the Bank Association and/or the Holding Company, its business and property in the event of Executive's breach of this Subsection 9(a11(a) agree that in the event of any such breach by Executive, the Bank Association and/or the Holding Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Section 8 hereof, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank Association and/or the Holding Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank Association and/or the Holding Company from pursuing any other remedies available to the Bank Association and/or the Holding Company for such breach or threatened breach, including the recovery of damages from Executive. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank Association and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the BankAssociation. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities of the Bank Association or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to any federal banking agency with jurisdiction over the Bank or Executive)whatsoever. Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Bank, and Executive may disclose any information regarding the Bank or the Company which is otherwise publicly availableAssociation. In the event of a breach or threatened breach by the Executive of the provisions of this Section 911, the Bank Association will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Bank Association or affiliates thereof, or from rendering any services to any person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Bank Association from pursuing any other remedies available to the Bank Association for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination of Executive's employment hereunder hereunder, other than a termination (whether voluntary or involuntary) following a Change in Control), as a result of which the Bank Company is paying Executive benefits under Section 4 6 of this Agreement, other than a termination coincident to or following a Change in Control, Executive agrees not to compete with the Bank and/or the Company for a period of one (1) year following such termination in within twenty-five (25) miles of any city, town existing branch of the Bank or county in any subsidiary of the Company or within twenty-five (25) miles of any office for which the Bank and/or Bank, the Company has an office or a Bank subsidiary of the Company has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said area, cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or the Company. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the Company, its business and property in the event of Executive's breach of this Subsection 9(a11(a) agree that in the event of any such breach by Executive, the Bank and/or the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Company from pursuing any other remedies available to the Bank and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank Company and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the BankCompany. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities of the Bank Company or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to any federal banking agency with jurisdiction over the Bank Company or Executive). Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the BankCompany, and Executive may disclose any information regarding the Bank or the Company which is otherwise publicly available. In the event of a breach or threatened breach by the Executive of the provisions of this Section 9Section, the Bank Company will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Bank Company or affiliates thereof, or from rendering any services to any person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Bank Company from pursuing any other remedies available to the Bank Company for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination of Executive's ’s employment hereunder hereunder, other than a termination, (whether voluntary or involuntary) in connection with a Change in Control, as a result of which the Bank is paying Executive benefits under Section 4 6 of this Agreement, other than a termination coincident to or following a Change in Control, Executive agrees not to compete with the Bank and/or the Company for a period of one (1) year following such termination in within twenty-five (25) miles of any city, town existing branch of the Bank or county in any subsidiary of the Company or within twenty-five (25) miles of any office for which the Bank and/or Bank, the Company has an office or a Bank subsidiary of the Company has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said area, cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or the Company. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the Company, its business and property in the event of Executive's ’s breach of this Subsection 9(a11(a) agree that in the event of any such breach by Executive, the Bank and/or the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's ’s partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that Executive's ’s experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Company from pursuing any other remedies available to the Bank and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the Bank. Executive will not, during or after the term of his her employment, disclose any knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to any federal banking agency with jurisdiction over the Bank or Executive). Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Bank, and Executive may disclose any information regarding the Bank or the Company which is otherwise publicly available. In the event of a breach or threatened breach by the Executive of the provisions of this Section 9Section, the Bank will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof, or from rendering any services to any person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Bank from pursuing any other remedies available to the Bank for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination of Executive's employment hereunder as a result of which the Bank is paying Executive benefits under Section 4 of this Agreement, other than a termination coincident to or following a Change in Control, Executive agrees not to compete with the Bank and/or the Company during the term of his employment hereunder and for a period of one (1) year following such termination his Date of Termination in any city, town or county in which the Bank, the Company, or a subsidiary of the Bank and/or of the Company has an office or other physical location or has filed an application for of regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or the Company. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the Company, its business and property in the event of Executive's breach of this Subsection 9(a) agree that in the event of any such breach by Executive, the Bank and/or the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Company from pursuing any other remedies available to the Bank and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the Bank. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to any federal banking agency with jurisdiction over the Bank or Executive)whatsoever. Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Bank, and Executive may disclose any information regarding the Bank or the Company which is otherwise publicly available. In the event of a breach or threatened breach by the Executive of the provisions Provisions of this Section 9, the Bank will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof, or from rendering any services to any person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Bank from pursuing any other remedies available to the Bank for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon In the event any termination of ExecutiveEXECUTIVE's employment hereunder pursuant to an Event of Termination as a result of which the Bank is paying Executive benefits under provided in Section 4 of this Agreementhereof, other than a termination coincident to or following a Change in Control, Executive EXECUTIVE agrees not to compete with the Bank BANK and/or the Company COMPANY for a period equal to the number of one (1months then remaining in the term of this agreement, as extended pursuant to Section 2(a) year following such termination termination, but in no event for more than 36 months after the date of termination, in any city, town or county in which the Bank BANK and/or the Company COMPANY has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination. In the event of termination by EXECUTIVE of employment other than as described in Section 4(a)(ii), except and other than after a Change in Control, EXECUTIVE agrees not to compete with the BANK and/or the Company for a period of one year in any city, town or county in which the BANK or the COMPANY has an office or has filed an application for regulatory approval to establish an office, determined as agreed of the effective date of termination, in consideration of the payment, quarterly in arrears, of an amount equal to the annual amount payable pursuant to a resolution duly adopted by the Boardpreceding sentence. Executive EXECUTIVE agrees that during such period and within said cities, towns and counties, Executive EXECUTIVE shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank BANK and/or the CompanyCOMPANY. The parties hereto, recognizing that irreparable injury will result to the Bank BANK and/or the CompanyCOMPANY, its business and property in the event of ExecutiveEXECUTIVE's breach of this Subsection 9(a11(a) agree that in the event of any such breach by ExecutiveEXECUTIVE, the Bank BANK and/or the Company COMPANY will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by ExecutiveEXECUTIVE, ExecutiveEXECUTIVE's partners, agents, servants, employers, employees and all persons acting for or with ExecutiveEXECUTIVE. Executive EXECUTIVE represents and admits that Executivein the event of the termination of his employment pursuant to Section 4 hereof, EXECUTIVE's experience and capabilities are such that Executive EXECUTIVE can obtain employment in a business engaged in other lines and/or of a different nature than the Bank BANK and/or the CompanyCOMPANY, and that the enforcement of a remedy by way of injunction will not prevent Executive EXECUTIVE from earning a livelihood. Nothing herein will be construed as prohibiting the Bank BANK and/or the Company COMPANY from pursuing any other remedies available to the Bank BANK and/or the Company COMPANY for such breach or threatened breach, including the recovery of damages from ExecutiveEXECUTIVE. (b) Executive EXECUTIVE recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank BANK and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the BankBANK. Executive 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 BANK or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to any federal banking agency with jurisdiction over the Bank or Executive)whatsoever. Notwithstanding the foregoing, Executive EXECUTIVE may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Bank, and Executive may disclose any information regarding the Bank or the Company which is otherwise publicly availableBANK. In the event of a breach or threatened breach by the Executive EXECUTIVE of the provisions of this Section 9Section, the Bank BANK will be entitled to an injunction restraining Executive EXECUTIVE from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Bank BANK or affiliates thereof, or from rendering any services to any person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Bank BANK from pursuing any other remedies available to the Bank BANK for such breach or threatened breach, including the recovery of damages from ExecutiveEXECUTIVE.

Non-Competition. (a) Upon any termination of Executive's employment hereunder as a result of which the Bank is paying Executive benefits under pursuant to Section 4 of this Agreement, other than a termination coincident to or following a Change in Controlhereof, Executive agrees not to compete with the Bank and/or the Holding Company or its Subsidiaries for a period of one (1) year following such termination in any city, town or county in which the Bank and/or Executive's normal business office is located and the Holding Company or any of its Subsidiaries has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or the CompanyHolding Company or its Subsidiaries. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the CompanyHolding Company or its Subsidiaries, its business and property in the event of Executive's breach of this Subsection 9(a10(a) agree that in the event of any such breach by Executive, the Bank and/or the Holding Company or its Subsidiaries, will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with under the direction of Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Section 7 hereof, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the CompanyHolding Company or its Subsidiaries, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Holding Company or its Subsidiaries from pursuing any other remedies available to the Bank and/or the Holding Company or its Subsidiaries for such breach or threatened breach, including the recovery of damages from Executive. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank Holding Company and affiliates thereof, its Subsidiaries as it may exist from time to time, is a valuable, special and unique asset of the business of the BankHolding Company and its Subsidiaries. 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 Holding Company and its Subsidiaries thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be unless expressly authorized by the Board of Directors or required to be provided to any federal banking agency with jurisdiction over the Bank or Executive)by law. Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Bank, and Executive may disclose any information regarding the Bank or the Company which is otherwise publicly availableHolding Company. In the event of a breach or threatened breach by the Executive of the provisions of this Section 9Section, the Bank Holding Company will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Bank Holding Company or affiliates thereof, its Subsidiaries or from rendering any services to any person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Bank Holding Company from pursuing any other remedies available to the Bank Holding Company for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination of Executive's employment hereunder hereunder, other than a termination, (whether voluntary or involuntary) in connection with a Change in Control, as a result of which the Bank is paying Executive benefits under Section 4 6 of this Agreement, other than a termination coincident to or following a Change in Control, Executive agrees not to compete with the Bank and/or the Company for a period of one (1) year following such termination in within twenty-five (25) miles of any city, town existing branch of the Bank or county in any subsidiary of the Company or within twenty-five (25) miles of any office for which the Bank and/or Bank, the Company has an office or a Bank subsidiary of the Company has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said area, cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or the Company. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the Company, its business and property in the event of Executive's breach of this Subsection 9(a11(a) agree that in the event of any such breach by Executive, the Bank and/or the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Company from pursuing any other remedies available to the Bank and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the Bank. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to any federal banking agency with jurisdiction over the Bank or Executive). Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Bank, and Executive may disclose any information regarding the Bank or the Company which is otherwise publicly available. In the event of a breach or threatened breach by the Executive of the provisions of this Section 9Section, the Bank will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof, or from rendering any services to any person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Bank from pursuing any other remedies available to the Bank for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination of Executive's employment hereunder hereunder, other than a termination, (whether voluntary or involuntary) in connection with a Change in Control, as a result of which the Bank Company is paying Executive benefits under Section 4 6 of this Agreement, other than a termination coincident to or following a Change in Control, Executive agrees not to compete with the Bank Association and/or the Company for a period of one (1) year following such termination in within twenty-five (25) miles of any city, town existing branch of the Association or county in any subsidiary of the Company or within twenty-five (25) miles of any office for which the Bank and/or Association, the Company has an office or a Association subsidiary of the Company has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said area, cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank Association and/or the Company. The parties hereto, recognizing that irreparable injury will result to the Bank Association and/or the Company, its business and property in the event of Executive's breach of this Subsection 9(a11(a) agree that in the event of any such breach by Executive, the Bank Association and/or the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank Association and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank Association and/or the Company from pursuing any other remedies available to the Bank Association and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank Company and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the BankCompany. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities of the Bank Company or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to any federal banking agency with jurisdiction over the Bank Company or Executive). Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the BankCompany, and Executive may disclose any information regarding the Bank Association or the Company which is otherwise publicly available. In the event of a breach or threatened breach by the Executive of the provisions of this Section 9Section, the Bank Company will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Bank Company or affiliates thereof, or from rendering any services to any person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Bank Company from pursuing any other remedies available to the Bank Company for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination of Executive's employment hereunder as a result of which the Bank is paying Executive benefits under pursuant to Section 4 of this Agreement, other than a termination coincident to or following a Change in Controlhereof, Executive agrees not to compete with the Bank and/or the Company Association for a period of one (1) year following such termination in any city, town or county in which the Bank and/or Executive's normal business office is located and the Company Association has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or the CompanyAssociation. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the CompanyAssociation, its business and property in the event of Executive's breach of this Subsection 9(a10(a) agree that in the event of any such breach by Executive, the Bank and/or the Company Association, will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with under the direction of Executive. Executive represents and admits that Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Company Association from pursuing any other remedies available to the Bank and/or the Company Association for such breach or threatened breach, including the recovery of damages from Executive. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank Association and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the BankAssociation. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities of the Bank Association or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to any federal banking agency with jurisdiction over the Bank or Executive)whatsoever. Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the BankAssociation. Further, and Executive may disclose any information regarding the Bank or business activities of the Company which is otherwise publicly availableAssociation 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 9Section, the Bank Association will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Bank Association or affiliates thereof, or from rendering any services to any person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Bank Association from pursuing any other remedies available to the Bank Association for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination of Executive's employment hereunder hereunder, other than a termination, (whether voluntary or involuntary) in connection with a Change in Control, as a result of which the Bank Association is paying Executive benefits under Section 4 6 of this Agreement, other than a termination coincident to or following a Change in Control, Executive agrees not to compete with the Bank Association and/or the Company for a period of one (1) year following such termination in within twenty-five (25) miles of any city, town existing branch of the Association or county in any subsidiary of the Company or within twenty-five (25) miles of any office for which the Bank and/or Association, the Company has an office or a subsidiary of the Company or the Association has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said area, cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank Association and/or the Company or subsidiary of the Association or Company. The parties hereto, recognizing that irreparable injury will result to the Bank Association and/or the Company, its business and property in the event of Executive's breach of this Subsection 9(a13(a) agree that in the event of any such breach by Executive, the Bank Association and/or the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank Association and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank Association and/or the Company from pursuing any other remedies available to the Bank Association and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank Association and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the BankAssociation. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities of the Bank Association or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to any federal banking agency with jurisdiction over the Bank Association or Executive). Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the BankAssociation, and Executive may disclose any information regarding the Bank Association or the Company which is otherwise publicly available. In the event of a breach or threatened breach by the Executive of the provisions of this Section 9Section, the Bank Association will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Bank Association or affiliates thereof, or from rendering any services to any person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Bank Association from pursuing any other remedies available to the Bank Association for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination of Executive's ’s employment hereunder hereunder, other than a termination (whether voluntary or involuntary) in connection with a Change in Control, as a result of which the Company and/or the Bank is paying Executive the benefits entitled to Executive under Section 4 6 of this Agreement, other than a termination coincident to or following a Change in Control, Executive agrees not to compete with the Bank and/or the Company for a period of one (1) year following such termination in any city, town or county in which the Bank and/or the Company has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said area, cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or the Company. The parties hereto, recognizing that irreparable injury will would result to the Bank and/or the Company, its business and property in the event of Executive's ’s breach of this Subsection 9(a) 12(a), agree that in the event of any such breach by Executive, the Bank and/or the Company will would be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's ’s partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will shall be construed as prohibiting the Bank and/or the Company from pursuing any other remedies available to the Bank and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank Company and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the BankCompany. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities of the Bank Company or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to any federal banking agency with jurisdiction over the Bank Company or Executive). Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the BankCompany, and Executive may disclose any information regarding the Bank or the Company which is otherwise publicly available. In the event of a breach or threatened breach by the Executive of the provisions of this Section 9Section, the Bank Company will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Bank Company or affiliates thereof, or from rendering any services to any person, firm, corporation, 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 Company from pursuing any other remedies available to the Bank Company for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination of the Executive's ’s employment hereunder as a result of which the Bank is paying Executive benefits under Section 4 of this Agreement(whether voluntary or involuntary), other than a termination coincident to (whether voluntary or following involuntary) in connection with a Change in Control, the Executive agrees not to compete with the Bank and/or and the Company for a period of one (1) year following such termination in any city, town or county in which the Bank and/or the Company has an office or has filed an application for regulatory approval to establish an office, determined as within fifty (50) miles of the effective date Executive’s principal place of such termination, except as agreed to pursuant to a resolution duly adopted by the Boardemployment. The Executive agrees that during such period and within said cities, towns and counties, the Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or or the CompanyCompany within fifty (50) miles of the Executive’s principal place of employment. The parties hereto, recognizing that irreparable injury will result to the Bank and/or or the Company, its business and property in the event of the Executive's ’s breach of this Subsection 9(a) agree that in the event of any such breach by the Executive, the Bank and/or and the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with the Executive. The Executive represents and admits that the Executive's ’s experience and capabilities are such that the Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or or the Company from pursuing any other remedies available to the Bank and/or or the Company for such breach or threatened breach, including the recovery of damages from Executive. (b) The Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank Bank, the Company and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the BankBank and the Company. 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 Bank, the Company or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to any federal banking agency with jurisdiction over the Bank Bank, the Company or the Executive). Notwithstanding the foregoing, 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 BankBank or the Company, and the Executive may disclose any information regarding the Bank or the Company which is otherwise publicly available. In the event of a breach or threatened breach by the Executive of the provisions of this Section 9, the Bank and/or the Company will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Bank Bank, the Company or affiliates thereof, or from rendering any services to any person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Bank or the Company from pursuing any other remedies available to the Bank or the Company for such breach or threatened breach, including the recovery of damages from the Executive.

Non-Competition. (a) Upon any termination of Executive's employment hereunder as a result of which the Bank is paying Executive benefits under pursuant to Section 4 of this Agreement, other than a termination coincident to or following a Change in Controlhereof, Executive agrees not to compete with the Bank and/or the Company Institution for a period of one (1) year following such termination in any city, town or county in which the Bank and/or Executive's normal business office is located and the Company Institution has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or the CompanyInstitution. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the CompanyInstitution, its business and property in the event of Executive's breach of this Subsection 9(a11(a) agree that in the event of any such breach by Executive, the Bank and/or the Company Institution, will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with under the direction of Executive. Executive represents and admits that Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Company Institution from pursuing any other remedies available to the Bank and/or the Company Institution for such breach or threatened breach, including the recovery of damages from Executive. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank Institution and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the BankInstitution. 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 Institution or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be whatsoever, unless expressly authorized by the Board of Directors or required to be provided to any federal banking agency with jurisdiction over the Bank or Executive)by law. Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Bank, and Executive may disclose any information regarding the Bank or the Company which is otherwise publicly availableInstitution. In the event of a breach or threatened breach by the Executive of the provisions of this Section 9Section, the Bank Institution will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Bank Institution or affiliates thereof, or from rendering any services to any person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Bank Institution from pursuing any other remedies available to the Bank Institution for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination of Executive's employment hereunder as a result of which the Bank is paying Executive benefits under Section 4 of this Agreement, other than a termination coincident to or following a Change in Control, Executive agrees not to compete with the Bank and/or the Company for a period of one (1) year following such termination in any city, town or county in which the Bank and/or the Company has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or the Company. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the Company, its business and property in the event of Executive's breach of this Subsection 9(a) agree that in the event of any such breach by Executive, the Bank and/or the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Company from pursuing any other remedies available to the Bank and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the Bank. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to any the Office of Thrift Supervision, the Federal Deposit Insurance Corporation, or other federal banking agency with jurisdiction over the Bank or Executive). ) Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Bank, and Executive may disclose any information regarding the Bank or the Company which is otherwise publicly available. In the event of a breach or threatened breach by the Executive of the provisions of this Section 911, the Bank will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof, or from rendering any services to any person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed, provided Executive has been informed by the Bank of its views that a breach is occurring or about to occur, and such breach is not cured by Executive within ten (10) days of such Notice. Nothing herein will be construed as prohibiting the Bank from pursuing any other remedies available to the Bank for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination of Executive's employment hereunder as a result of which the Bank is paying Executive benefits under pursuant to Section 4 of this Agreement, other than a termination coincident to or following a Change in Control, Executive agrees not to compete with the Bank and/or the Company Institution or its Subsidiaries for a period of one (1) year following such termination in any city, town or the county in which the Bank and/or the Company has an Institution's executive office or has filed an application for regulatory approval to establish an office, determined is located as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and countieslocation, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or the CompanyInstitution or its Subsidiaries. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the CompanyInstitution or its Subsidiaries, its business and property in the event of Executive's breach of this Subsection 9(a10(a) agree that in the event of any such breach by Executive, the Bank and/or the Company Institution or its Subsidiaries, will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with under the direction of Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Section 4 hereof, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the CompanyInstitution or its Subsidiaries, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Company Institution or its Subsidiaries from pursuing any other remedies available to the Bank and/or the Company Institution or its Subsidiaries for such breach or threatened breach, including the recovery of damages from Executive. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank Institution and affiliates thereof, its Subsidiaries as it may exist from time to time, is a valuable, special and unique asset of the business of the BankInstitution and its Subsidiaries. Executive will not, during or after the term of his Executive's employment, disclose any knowledge of the past, present, planned or considered business activities of the Bank or affiliates Institution and its Subsidiaries thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be unless expressly authorized by the Board of Directors or required to be provided to any federal banking agency with jurisdiction over the Bank or Executive)by law. Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Bank, and Executive may disclose any information regarding the Bank or the Company which is otherwise publicly availableInstitution. In the event of a breach or threatened breach by the Executive of the provisions of this Section 910, the Bank Institution will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Bank Institution or affiliates thereof, its Subsidiaries 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 Institution from pursuing any other remedies available to the Bank Institution for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination of Executive's employment hereunder as a result of which the Bank is paying Executive benefits under Section pursuant to section 4 of this Agreement, other than a termination coincident to or following a Change in Controlhereof, Executive agrees not to compete with the Bank Association and/or the Holding Company for a period of one (1) year following such termination in any city, town or county in which the Bank Association and/or the Holding Company has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank Association and/or the Holding Company. The parties hereto, recognizing that irreparable injury will result to the Bank Association and/or the Holding Company, its business and property in the event of Executive's breach of this Subsection 9(a10(a) agree that in the event of any such breach by Executive, the Bank Association and/or the Holding Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that in the event of the termination of his employment pursuant to section 4 hereof, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank Association and/or the Holding Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank Association and/or the Holding Company from pursuing any other remedies available to the Bank Association and/or the Holding Company for such breach or threatened breach, including the recovery of damages from Executive. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank Association and affiliates thereof, as it may exist from time to time-to-time, is a valuable, special and unique asset of the business of the BankAssociation. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities of the Bank Association or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to any federal banking agency with jurisdiction over the Bank or Executive)whatsoever. Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Bank, and Executive may disclose any information regarding the Bank or the Company which is otherwise publicly availableAssociation. In the event of a breach or threatened breach by the Executive of the provisions of this Section 9section 10, the Bank Association will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Bank Association or affiliates thereof, or from rendering any services to any person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Bank Association from pursuing any other remedies available to the Bank it for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination of Executive's ’s employment hereunder hereunder, other than a termination (whether voluntary or involuntary) following a Change in Control, as a result of which the Bank Company is paying Executive benefits under Section 4 6 of this Agreement, other than a termination coincident to or following a Change in Control, Executive agrees not to compete with the Bank and/or the Company for a period of one (1) year following such termination in within twenty-five (25) miles of any city, town existing branch of the Bank or county in any subsidiary of the Company or within twenty-five (25) miles of any office for which the Bank and/or Bank, the Company has an office or a Bank subsidiary of the Company has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said area, cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or the Company. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the Company, its business and property in the event of Executive's ’s breach of this Subsection 9(a11(a) agree that in the event of any such breach by Executive, the Bank and/or the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's ’s partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that Executive's ’s experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Company from pursuing any other remedies available to the Bank and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank Company and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the BankCompany. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities of the Bank Company or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to any federal banking agency with jurisdiction over the Bank Company or Executive). Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the BankCompany, and Executive may disclose any information regarding the Bank or the Company which is otherwise publicly available. In the event of a breach or threatened breach by the Executive of the provisions of this Section 9Section, the Bank Company will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Bank Company or affiliates thereof, or from rendering any services to any person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Bank Company from pursuing any other remedies available to the Bank Company for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination of Executive's ’s employment hereunder as a result of which the Bank is paying Executive benefits under pursuant to Section 4 of this Agreement, other than a termination coincident to or following a Change in Controlhereof, Executive agrees not to compete with the Bank and/or the Company for a period of one (1) year following such termination in within 15 miles of any city, town or county in which office of the Bank and/or (the Company has an office or has filed an application for regulatory approval to establish an office“non-competition area”), determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and countiesthe non-competition area, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or Bank. Notwithstanding Section 19 hereof, the Company. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the CompanyBank, its business and property in the event of Executive's ’s breach of this Subsection 9(a10(a) agree that in the event of any such breach by Executive, the Bank and/or the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's ’s partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Company from pursuing any other remedies available to the Bank and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the Bank. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to any federal banking agency with jurisdiction over the Bank or Executive)whatsoever. Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Bank, and Executive may disclose any information regarding the Bank or the Company which is otherwise publicly available. In the event of a breach or threatened breach by the Executive of the provisions of this Section 910, the Bank will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof, or from rendering any services to any person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Bank from pursuing any other remedies available to the Bank for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination of Executive's employment hereunder as a result of which the Bank is paying Executive benefits under Section 4 of this Agreement, other than a termination coincident represents to or following a Change in Control, Executive agrees not to compete with the Bank and/or the Company for that Executive is not a period of one (1) year following such termination in party to any city, town or county in which the Bank and/or the Company has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to agreement with a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult prior employer or otherwise serve with, directly or indirectly, any entity whose business materially competes which would prohibit Executive from employment with the depository, lending or other business activities of the Bank and/or the Company. The parties hereto, recognizing Executive further represents that irreparable injury will result he has provided to the Bank and/or Company copies of any and all agreements (e.g., non-competition, non-solicitation, or non-disclosure agreements) that might limit Executive’s ability, in any way, to perform the Company, its business and property in the event duties of Executive's breach ’s position on behalf of this Subsection 9(a) agree that in the event of any such breach by Executive, the Bank and/or the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the Company, and Executive agrees to act at all times on behalf of the Company in a manner consistent with any such agreements. Executive acknowledges and understands that the enforcement of Company will have no obligation to provide legal representation to Executive in the event a remedy by way of injunction will not prevent prior employer or other third party brings or threatens to bring an action against Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or for violating any such agreements; that the Company from pursuing any other remedies available may elect, at its sole discretion, to the Bank and/or provide legal representation to Executive but Executive may be required to reimburse the Company for any legal expenses paid on Executive’s behalf in the event Executive is found to have violated any such breach or threatened breachagreements; and that Executive may be terminated in the event the Company determines that Executive may have violated any such agreements. Despite anything to the contrary herein, including termination based upon the recovery of damages from ExecutiveCompany’s determination that Executive has violated this Section 8.2 shall be considered termination for Cause. (b) Executive recognizes covenants and acknowledges agrees that during Executive’s employment with the knowledge Company and for the twenty-four (24) months following termination of employment for any reason, he will not, in any state in which Executive worked on behalf of the business activities and plans for business activities of Company or in any state or country where the Bank and affiliates thereofCompany has a material ownership or possessory interest in molybdenum, engage in or carry on, directly or indirectly, as it may exist from time to timean owner, employee, agent, associate, consultant or in any other capacity, a business competitive with that conducted by the Company. A “business competitive with that conducted by the Company” shall mean any business or activity involved in the discovery or mining of molybdenum or any similar ore with properties for strengthening or hardening steel, or any other ore with which the Company is a valuable, special and unique asset of in the business of discovering or mining at the Banktime of Executive’s termination. To “engage in or carry on” shall mean to have ownership in such business or consult, work in, direct or have responsibility for any area of such business, including but not limited to the following areas: operations, sales, marketing, manufacturing, procurement or sourcing, purchasing, customer service, distribution, product planning, research, design or development. (c) For the twelve (12) months following termination of employment for any reason, Executive certifies and agrees that he will not, during or after notify the term Chairman of the Board of the Company 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, employment or other affiliation with any potentially competitive business or entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to any federal banking agency with jurisdiction over the Bank or Executive). Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Bank, and Executive may disclose any information regarding the Bank or the Company which is otherwise publicly available. In the event of a breach or threatened breach by the Executive of the provisions of this Section 9, the Bank will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof, or from rendering any services to any person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Bank from pursuing any other remedies available prior to the Bank for commencement of such breach employment or threatened breach, including the recovery of damages from Executiveaffiliation.

Non-Competition. (a) Upon any termination of Executive's employment hereunder as a result of which the Bank is paying Executive benefits under pursuant to Section 4 of this Agreement, other than a termination coincident to or following a Change in Controlhereof, Executive agrees not to compete with the Bank Association and/or the Holding Company for a period of one (1) year following such termination in any city, town or county in which the Bank Association and/or the Holding Company has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank Association and/or the Holding Company. The parties hereto, recognizing that irreparable injury will result to the Bank Association and/or the Holding Company, its business and property in the event of Executive's breach of this Subsection 9(a10(a) agree that in the event of any such breach by Executive, the Bank Association and/or the Holding Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Section 4 hereof, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank Association and/or the Holding Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank Association and/or the Holding Company from pursuing any other remedies available to the Bank Association and/or the Holding Company for such breach or threatened breach, including the recovery of damages from Executive. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank Holding Company and affiliates thereof, as it may exist from time to time-to-time, is a valuable, special and unique asset of the business of the BankHolding Company. 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 Holding Company or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to any federal banking agency with jurisdiction over the Bank or Executive)whatsoever. Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Bank, and Executive may disclose any information regarding the Bank or the Company which is otherwise publicly availableHolding Company. In the event of a breach or threatened breach by the Executive of the provisions of this Section 9section 10, the Bank Holding Company will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Bank Holding Company or affiliates thereof, or from rendering any services to any person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Bank Holding Company from pursuing any other remedies available to the Bank Holding Company for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination of Executive's employment hereunder as a result of which the Bank is paying Executive benefits under pursuant to Section 4 of this Agreement, other than a termination coincident to or following a Change in Control, Executive agrees not to compete with the Bank and/or the Holding Company or its Subsidiaries for a period of one (1) year following such termination in any city, town or the county in which the Bank and/or the Company has an Holding Company's executive office or has filed an application for regulatory approval to establish an office, determined is located as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and countieslocation, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or the CompanyHolding Company or its Subsidiaries. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the CompanyHolding Company or its Subsidiaries, its business and property in the event of Executive's breach of this Subsection 9(a10(a) agree that in the event of any such breach by Executive, the Bank and/or the Holding Company or its Subsidiaries, will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with under the direction of Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Section 4 hereof, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the CompanyHolding Company or its Subsidiaries, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Holding Company or its Subsidiaries from pursuing any other remedies available to the Bank and/or the Holding Company or its Subsidiaries for such breach or threatened breach, including the recovery of damages from Executive. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank Holding Company and affiliates thereof, its Subsidiaries as it may exist from time to time, is a valuable, special and unique asset of the business of the BankHolding Company and its Subsidiaries. Executive will not, during or after the term of his Executive's employment, disclose any knowledge of the past, present, planned or considered business activities of the Bank or affiliates Holding Company and its Subsidiaries thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be unless expressly authorized by the Board of Directors or required to be provided to any federal banking agency with jurisdiction over the Bank or Executive)by law. Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Bank, and Executive may disclose any information regarding the Bank or the Company which is otherwise publicly availableHolding Company. In the event of a breach or threatened breach by the Executive of the provisions of this Section 910, the Bank Holding Company will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Bank Holding Company or affiliates thereof, its Subsidiaries 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 Holding Company from pursuing any other remedies available to the Bank Holding Company for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination of Executive's ’s employment hereunder hereunder, other than a termination (whether voluntary or involuntary) in connection with a Change in Control, as a result of which the Bank and/or the Company is paying Executive the benefits entitled to Executive under Section 4 6 of this Agreement, other than a termination coincident to or following a Change in Control, Executive agrees not to compete with the Bank and/or the Company for a period of one (1) year following such termination in any city, town or county in which the Bank and/or the Company has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said area, cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or the Company. The parties hereto, recognizing that irreparable injury will would result to the Bank and/or the Company, its business and property in the event of Executive's ’s breach of this Subsection 9(a) 11(a), agree that in the event of any such breach by Executive, the Bank and/or the Company will would be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's ’s partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will shall be construed as prohibiting the Bank and/or the Company from pursuing any other remedies available to the Bank and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the Bank. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to any federal banking agency with jurisdiction over the Bank or Executive). Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Bank, and Executive may disclose any information regarding the Bank or the Company which is otherwise publicly available. In the event of a breach or threatened breach by the Executive of the provisions of this Section 9Section, the Bank will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof, or from rendering any services to any person, firm, corporation, 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 Executive.

Non-Competition. (a) Upon any termination of Executive's EXECUTIVE’s employment hereunder pursuant to an Event of Termination as a result of which the Bank is paying Executive benefits under provided in Section 4 of this Agreementhereto, other than a termination coincident to or following a Change in Control, Executive EXECUTIVE agrees not to compete with the Bank and/or the Company BANK for a period of one (1) year following such termination in any city, town or county in which the Bank and/or the Company BANK has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive EXECUTIVE agrees that during such period and within said cities, towns and counties, Executive EXECUTIVE shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or the CompanyBANK. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the CompanyBANK, its business and property in the event of Executive's EXECUTIVE’s breach of this Subsection 9(a10(a) agree that in the event of any such breach by ExecutiveEXECUTIVE, the Bank and/or the Company BANK will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by ExecutiveEXECUTIVE, Executive's EXECUTIVE’s partners, agents, servants, employers, employees and all persons acting for or with ExecutiveEXECUTIVE. Executive EXECUTIVE represents and admits that Executive's in the event of the termination of his employment pursuant to Section 4 hereof, EXECUTIVE’s experience and capabilities are such that Executive EXECUTIVE can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the CompanyBANK, and that the enforcement of a remedy by way of injunction will not prevent Executive EXECUTIVE from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Company BANK from pursuing any other remedies available to the Bank and/or the Company BANK for such breach or threatened breach, including the recovery of damages from ExecutiveEXECUTIVE. (b) Executive EXECUTIVE recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank BANK and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the BankBANK. Executive 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 BANK or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to any federal banking agency with jurisdiction over the Bank or Executive)whatsoever. Notwithstanding the foregoing, Executive EXECUTIVE may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Bank, and Executive may disclose any information regarding the Bank or the Company which is otherwise publicly availableBANK. In the event of a breach or threatened breach by the Executive EXECUTIVE of the provisions of this Section 9Section, the Bank BANK will be entitled to an injunction restraining Executive EXECUTIVE from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Bank BANK or affiliates thereof, or from rendering any services to any person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Bank BANK from pursuing any other remedies available to the Bank BANK for such breach or threatened breach, including the recovery of damages from ExecutiveEXECUTIVE.

Non-Competition. (a) Upon any termination of Executive's ’s employment hereunder as a result of which the Bank is paying Executive benefits under pursuant to Section 4 of this Agreement, other than a termination coincident to or following a Change in Controlhereof, Executive agrees not to compete with the Bank and/or the Holding Company or its Subsidiaries for a period of one (1) year following such termination in any city, town or county in which the Bank and/or Executive’s normal business office is located and the Holding Company or any of its Subsidiaries has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or the CompanyHolding Company or its Subsidiaries. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the CompanyHolding Company or its Subsidiaries, its business and property in the event of Executive's ’s breach of this Subsection 9(a10(a) agree that in the event of any such breach by Executive, the Bank and/or the Holding Company or its Subsidiaries will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's ’s partners, agents, servants, employers, employees and all persons acting for or with under the direction of Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Section 7 hereof, Executive's ’s experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the CompanyHolding Company or its Subsidiaries, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Holding Company or its Subsidiaries from pursuing any other remedies available to the Bank and/or the Holding Company or its Subsidiaries for such breach or threatened breach, including the recovery of damages from Executive. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank Holding Company and affiliates thereof, its Subsidiaries as it may exist from time to time, is a valuable, special and unique asset of the business of the BankHolding Company and its Subsidiaries. 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 Holding Company and its Subsidiaries thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be unless expressly authorized by the Board of Directors or required to be provided to any federal banking agency with jurisdiction over the Bank or Executive)by law. Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Bank, and Executive may disclose any information regarding the Bank or the Company which is otherwise publicly availableHolding Company. In the event of a breach or threatened breach by the Executive of the provisions of this Section 9Section, the Bank Holding Company will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Bank Holding Company or affiliates thereof, its Subsidiaries or from rendering any services to any person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Bank Holding Company from pursuing any other remedies available to the Bank Holding Company for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination of Executive's employment hereunder hereunder, other than a termination, (whether by resignation, voluntary or involuntary) in connection with a Change in Control, as a result of which the Bank is paying Executive benefits under Section 4 6 of this Agreement, other than a termination coincident to or following a Change in Control, Executive agrees not to compete with the Bank and/or the Company for a period of one (1) year following such termination in within twenty-five (25) miles of any city, town existing branch of the Bank or county in any subsidiary of the Company or within twenty-five (25) miles of any office for which the Bank and/or Bank, the Company has an office or a Bank subsidiary of the Company has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said area, cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or the Company. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the Company, its business and property in the event of Executive's breach of this Subsection 9(a11(a) agree that in the event of any such breach by Executive, the Bank and/or the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Company from pursuing any other remedies available to the Bank and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the Bank. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to any federal banking agency with jurisdiction over the Bank or Executive). Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Bank, and Executive may disclose any information regarding the Bank or the Company which is otherwise publicly available. In the event of a breach or threatened breach by the Executive of the provisions of this Section 9Section, the Bank will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof, or from rendering any services to any person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Bank from pursuing any other remedies available to the Bank for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination of Executive's ’s employment hereunder as a result of which the Bank is paying Executive benefits under pursuant to Section 4 of this Agreement, other than a termination coincident to or following a Change in Controlhereof, Executive agrees not to compete with the Bank and/or the Company for a period of one (1) year following such termination in within 15 miles of any city, town or county in which office of the Bank and/or (the Company has an office or has filed an application for regulatory approval to establish an office“non-competition area”), determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and countiesthe non-competition area, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or the CompanyBank. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the CompanyBank, its business and property in the event of Executive's ’s breach of this Subsection 9(a10(a) agree that in the event of any such breach by Executive, the Bank and/or the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's ’s partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Company from pursuing any other remedies available to the Bank and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the Bank. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to any federal banking agency with jurisdiction over the Bank or Executive)whatsoever. Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Bank, and Executive may disclose any information regarding the Bank or the Company which is otherwise publicly available. In the event of a breach or threatened breach by the Executive of the provisions of this Section 910, the Bank will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof, or from rendering any services to any person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Bank from pursuing any other remedies available to the Bank for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination of Executive's employment hereunder hereunder, other than a termination, (whether voluntary or involuntary) in connection with a Change in Control, as a result of which the Bank Association is paying Executive benefits under Section 4 6 of this Agreement, other than a termination coincident to or following a Change in Control, Executive agrees not to compete with the Bank Association and/or the Company for a period of one (1) year following such termination in within twenty-five (25) miles of any city, town existing branch of the Association or county in any subsidiary of the Company or within twenty-five (25) miles of any office for which the Bank and/or Association, the Company has an office or a Association subsidiary of the Company has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said area, cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank Association and/or the Company. The parties hereto, recognizing that irreparable injury will result to the Bank Association and/or the Company, its business and property in the event of Executive's breach of this Subsection 9(a11(a) agree that in the event of any such breach by Executive, the Bank Association and/or the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank Association and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank Association and/or the Company from pursuing any other remedies available to the Bank Association and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank Association and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the BankAssociation. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities of the Bank Association or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to any federal banking agency with jurisdiction over the Bank Association or Executive). Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the BankAssociation, and Executive may disclose any information regarding the Bank Association or the Company which is otherwise publicly available. In the event of a breach or threatened breach by the Executive of the provisions of this Section 9Section, the Bank Association will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Bank Association or affiliates thereof, or from rendering any services to any person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Bank Association from pursuing any other remedies available to the Bank Association for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon In the event any termination of ExecutiveEXECUTIVE's employment hereunder pursuant to an Event of Termination as a result of which the Bank is paying Executive benefits under provided in Section 4 of this Agreementhereof, other than a termination coincident to or following a Change in Control, Executive EXECUTIVE agrees not to compete with the Bank BANK and/or the Company COMPANY for a period of one (1) year twelve following such termination termination, in any city, town or county in which the Bank BANK and/or the Company COMPANY has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination. In the event of termination by EXECUTIVE of employment other than as described in Section 4(a)(ii), except and other than after a Change in Control, EXECUTIVE agrees not to compete with the BANK and/or the Company for a period of one year in any city, town or county in which the BANK or the COMPANY has an office or has filed an application for regulatory approval to establish an office, determined as agreed of the effective date of termination, in consideration of the payment, quarterly in arrears, of an amount equal to the annual amount payable pursuant to a resolution duly adopted by the Boardpreceding sentence. Executive EXECUTIVE agrees that during such period and within said cities, towns and counties, Executive EXECUTIVE shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank BANK and/or the CompanyCOMPANY. The parties hereto, recognizing that irreparable injury will result to the Bank BANK and/or the CompanyCOMPANY, its business and property in the event of ExecutiveEXECUTIVE's breach of this Subsection 9(a11(a) agree that in the event of any such breach by ExecutiveEXECUTIVE, the Bank BANK and/or the Company COMPANY will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by ExecutiveEXECUTIVE, ExecutiveEXECUTIVE's partners, agents, servants, employers, employees and all persons acting for or with ExecutiveEXECUTIVE. Executive EXECUTIVE represents and admits that Executivein the event of the termination of his employment pursuant to Section 4 hereof, EXECUTIVE's experience and capabilities are such that Executive EXECUTIVE can obtain employment in a business engaged in other lines and/or of a different nature than the Bank BANK and/or the CompanyCOMPANY, and that the enforcement of a remedy by way of injunction will not prevent Executive EXECUTIVE from earning a livelihood. Nothing herein will be construed as prohibiting the Bank BANK and/or the Company COMPANY from pursuing any other remedies available to the Bank BANK and/or the Company COMPANY for such breach or threatened breach, including the recovery of damages from ExecutiveEXECUTIVE. (b) Executive EXECUTIVE recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank BANK and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the BankBANK. Executive 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 BANK or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to any federal banking agency with jurisdiction over the Bank or Executive)whatsoever. Notwithstanding the foregoing, Executive EXECUTIVE may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Bank, and Executive may disclose any information regarding the Bank or the Company which is otherwise publicly availableBANK. In the event of a breach or threatened breach by the Executive EXECUTIVE of the provisions of this Section 9Section, the Bank BANK will be entitled to an injunction restraining Executive EXECUTIVE from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Bank BANK or affiliates thereof, or from rendering any services to any person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Bank BANK from pursuing any other remedies available to the Bank BANK for such breach or threatened breach, including the recovery of damages from ExecutiveEXECUTIVE.

Non-Competition. (a) Upon any termination of Executive's employment hereunder as a result of which the Bank Association is paying Executive benefits under Section 4 of this Agreement, other than a termination coincident to or following a Change in Control, Executive agrees not to compete with the Bank and/or the Company for a period of one (1) year following such termination in any city, town or county in which the Bank and/or the Company has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or the Company. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the Company, its business and property in the event of Executive's breach of this Subsection 9(a) agree that in the event of any such breach by Executive, the Bank and/or the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Company from pursuing any other remedies available to the Bank and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. This paragraph (a) shall not apply if an termination of Executive's employment occurs in connection with a change in control of the Bank, within the meaning of the Home Owners' Loan Act and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency) thereunder. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the Bank. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to any the Office of Thrift Supervision (the "OTS"), the Federal Deposit Insurance Corporation (the "FDIC"), or other federal banking agency with jurisdiction over the Bank or Executive). Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Bank, and Executive may disclose any information regarding the Bank or the Company which is otherwise publicly available. In the event of a breach or threatened breach by the Executive of the provisions Provisions of this Section 9, the Bank will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof, or from rendering any services to any person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Bank from pursuing any other remedies available to the Bank for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination of Executive's ’s employment hereunder as a result of which the Bank is paying Executive benefits under Section 4 of this Agreement, other than a termination coincident to or following a Change in Control4, Executive agrees not to compete with the Bank and/or the Company for a period of one (1) year following such termination in any city, town or county in which the Bank and/or the Company has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or the CompanyBank. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the CompanyBank, its business and property in the event of Executive's ’s breach of this Subsection 9(aSection 10(a) agree that in the event of any such breach by Executive, the Bank and/or the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's ’s partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that Executive's ’s experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the CompanyBank, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Company from pursuing any other remedies available to the Bank and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the Bank. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to any the Securities Exchange Commission, the Federal Deposit Insurance Corporation, or other federal or state banking agency with jurisdiction over the Bank or Executive). Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Bank, and Executive may disclose any information regarding the Bank or the Company which is otherwise publicly available. In the event of a breach or threatened breach by the Executive of the provisions of this Section 910, the Bank will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof, or from rendering any services to any person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Bank from pursuing any other remedies available to the Bank for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination Executive acknowledges and agrees that the nature of Executive's employment hereunder as a result of which the Bank is paying Executive benefits under Section 4 of this Agreement, other than a termination coincident to or following a Change in Control, Executive agrees not to compete with the Bank and/or Confidential Information that the Company commits to provide to Executive during Executive’s employment by the Company would make it unlikely that Executive would be able to perform in a similar capacity for a period of one Competing Business (1as defined below) year following such termination without disclosing or utilizing the Confidential Information. Executive further acknowledges and agrees that the Company’s business is conducted in any citya highly competitive market. Accordingly, town or county in which the Bank and/or the Company has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and countiesthe Non-Competition Period (as defined below), Executive shall will not work (other than for or advisethe benefit of the Company, consult or otherwise serve withits subsidiaries and affiliates, and any Protected Company pursuant to this EMPLOYMENT AGREEMENT Agreement) directly or indirectly, individually or as an officer, director, employee, shareholder, consultant, contractor, partner, joint venturer, agent, equity owner, or in any entity whose business materially competes with the depositorycapacity whatsoever, lending or other business activities (i) regardless of the Bank and/or reason for termination, work for, engage in, or operate any restaurant business or restaurant operating or management company that (x) features the Company. The parties heretosale of steak where the sale of steak exceeds thirty percent (30%) of the restaurant’s revenues from food sales and (y) which is, recognizing that irreparable injury will result to the Bank and/or the Companyor owns or operates restaurants, its business and property in the event of Executive's breach of this Subsection 9(alocated within thirty (30) agree that in the event miles of any such breach Del Frisco’s Double Eagle Steak House restaurant, any Del Frisco’s Grill restaurant, or any ▇▇▇▇▇▇▇▇’▇ Steakhouse restaurant (a “Competing Business”), or (ii) (x) hire, attempt to hire, contact with respect to hiring, or solicit with respect to hiring any employee of any Protected Company; (y) solicit, divert, or take away any customers or customer leads of any Protected Company with whom Executive had, whether directly or indirectly, contact or business relations during the period of time that Executive was employed by Executivethe Company or its predecessors-in-interest or its affiliates (herein, the Bank and/or the Company will be entitled“Employment Period”) or about whom Executive possesses Confidential Information; or (z) solicit, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Company from pursuing any other remedies available to the Bank and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the Bank. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof to any person, firm, corporationencourage, or other entity for influence any reason suppliers or purpose whatsoever (except for vendors of any Protected Company to cease doing business with any Protected Company or change the terms and conditions upon which they conduct their business with any Protected Company where Executive had, whether directly or indirectly, contact during the Employment Period or business relations during the Employment Period with such disclosure as may be required to be provided to any federal banking agency with jurisdiction over the Bank vendors or Executive). Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Bank, and Executive may disclose any information regarding the Bank or the Company which is otherwise publicly available. In the event of a breach or threatened breach by the Executive of the provisions of this Section 9, the Bank will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereofsuppliers, or from rendering any services to any person, firm, corporation, other entity to about 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 ExecutiveExecutive possesses Confidential Information.

Non-Competition. (a) Upon any termination of Executive's ’s employment hereunder as a result of which the Bank is paying Executive benefits under pursuant to Section 4 of this Agreement, other than a termination coincident to or following a Change in Controlhereof, Executive agrees not to compete with the Bank and/or the Company for a period of one (1) year following such termination in any city, town or county in which the Executive’s normal business office is located and the Bank and/or the Company has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or the CompanyBank. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the CompanyBank, its business and property in the event of Executive's ’s breach of this Subsection 9(a10(a) agree that in the event of any such breach by Executive, the Bank and/or the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's ’s partners, agents, servants, employers, employees and all persons acting for or with under the direction of Executive. Executive represents and admits that Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Company from pursuing any other remedies available to the Bank and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the Bank. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to any federal banking agency with jurisdiction over the Bank or Executive)whatsoever. Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Bank. Further, and Executive may disclose any information regarding the business activities of the Bank or to the Company which is otherwise publicly availableOTS 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 9Section, the Bank will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof, or from rendering any services to any person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Bank from pursuing any other remedies available to the Bank for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination of Executive's employment hereunder pursuant to an Event of Termination as a result of which the Bank is paying Executive benefits under provided in Section 4 of this Agreement, other than a termination coincident to or following a Change in Controlhereof, Executive agrees not to compete with the Bank and/or the Company for a period equal to the greater of one (1) year or the remainder of the existing term of the Agreement following such termination in any city, town or county in which the Bank and/or the Company has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or the Company. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the Company, its business and property in the event of Executive's breach of this Subsection 9(a11(a) agree that in the event of any such breach by Executive, the Bank and/or the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Section 8 hereof, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Company from pursuing any other remedies available to the Bank and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the Bank. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to any federal banking agency with jurisdiction over the Bank or Executive)whatsoever. Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Bank, and Executive may disclose any information regarding the Bank or the Company which is otherwise publicly available. In the event of a breach or threatened breach by the Executive of the provisions of this Section 9Section, the Bank will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof, or from rendering any services to any person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Bank from pursuing any other remedies available to the Bank for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination of Executive's employment hereunder as a result of which the Bank is paying Executive benefits under pursuant to Section 4 of this Agreement, other than a termination coincident to or following a Change in Controlhereof, Executive agrees not to compete with the Bank and/or the Holding Company or its Subsidiaries for a period of one (1) year following such termination in any city, town or county in which the Bank and/or Executive's normal business office is located and the Holding Company or any of its Subsidiaries has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or the CompanyHolding Company or its Subsidiaries. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the CompanyHolding Company or its Subsidiaries, its business and property in the event of Executive's breach of this Subsection 9(a11(a) agree that in the event of any such breach by Executive, the Bank and/or the Holding Company or its Subsidiaries, will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with under the direction of Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Section 8 hereof, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the CompanyHolding Company or its Subsidiaries, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Holding Company or its Subsidiaries from pursuing any other remedies available to the Bank and/or the Holding Company or its Subsidiaries for such breach or threatened breach, including the recovery of damages from Executive. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank Holding Company and affiliates thereof, its Subsidiaries as it may exist from time to time, is a valuable, special and unique asset of the business of the BankHolding Company and its Subsidiaries. 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 Holding Company and its Subsidiaries thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be whatsoever, unless expressly authorized by the Board of Directors or required to be provided to any federal banking agency with jurisdiction over the Bank or Executive)by law. Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Bank, and Executive may disclose any information regarding the Bank or the Company which is otherwise publicly availableHolding Company. In the event of a breach or threatened breach by the Executive of the provisions of this Section 9Section, the Bank Holding Company will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Bank Holding Company or affiliates thereof, its Subsidiaries or from rendering any services to any person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Bank Holding Company from pursuing any other remedies available to the Bank Holding Company for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination of Executive's ’s employment hereunder hereunder, other than a termination (whether by resignation, voluntary or involuntary) in connection with a Change in Control, as a result of which the Bank is paying Executive benefits under Section 4 6 of this Agreement, other than a termination coincident to or following a Change in Control, Executive agrees not to compete with the Bank and/or the Company for a period of one (1) year following such termination in within twenty-five (25) miles of any city, town existing branch of the Bank or county in any subsidiary of the Company or within twenty-five (25) miles of any office for which the Bank and/or Bank, the Company has an office or a Bank subsidiary of the Company has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said area, cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or the Company. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the Company, its business and property in the event of Executive's ’s breach of this Subsection 9(a11(a) agree that in the event of any such breach by Executive, the Bank and/or the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's ’s partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that Executive's ’s experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Company from pursuing any other remedies available to the Bank and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the Bank. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to any federal banking agency with jurisdiction over the Bank or Executive). Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Bank, and Executive may disclose any information regarding the Bank or the Company which is otherwise publicly available. In the event of a breach or threatened breach by the Executive of the provisions of this Section 9Section, the Bank will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof, or from rendering any services to any person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Bank from pursuing any other remedies available to the Bank for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination of Executive's employment hereunder as a result of which During the Bank is paying Executive benefits under Section 4 of this Agreement, other than a termination coincident to or following a Change in Control, Executive agrees not to compete with the Bank and/or the Company for a period of one (1) year following such termination in any cityemployment and the Restricted Period, town or county in which the Bank and/or the Company has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for not, whether on behalf of himself or adviseany other entity, consult or otherwise serve withengage, directly or indirectly, either as proprietor, stockholder, partner, officer, director, consultant, employee or otherwise, for any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or the Company. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the Company, its business and property in the event of Executive's breach of this Subsection 9(a) agree that in the event of any such breach by Executive, the Bank and/or the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that Executive's experience and capabilities are such that Executive can obtain employment engaged in a business engaged in other lines and/or similar to that of a different nature than BFST and the Bank and/or that maintains a location in the CompanyLouisiana Parishes and Texas Counties set forth on Schedule 2.4 of this Exhibit A, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will which Schedule 2.4 may be construed as prohibiting the Bank and/or the Company from pursuing any other remedies available to the Bank and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. (b) 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 amended from time to timetime by the Bank to include any additional parishes and counties in which the Bank has a branch banking facility, is which amendments will be presented to Executive in writing and will become effective and binding on Executive unless Executive provides a valuable, special and unique asset notice of termination of this Agreement on or prior to the fifth (5th) business day following the date on which notice of the business of the Bank. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be amendment is duly provided to any federal banking agency with jurisdiction over the Bank or Executive). Notwithstanding the foregoing, Executive may disclose invest in the securities of any knowledge enterprise if (i) such securities are listed on any national or regional securities exchange, (ii) Executive does not beneficially own more than one percent (1%) of bankingthe outstanding capital stock of such enterprise, and (iii) Executive does not otherwise participate in the activity of such enterprise. For purposes of this Exhibit A, Executive acknowledges and agrees that the “business” of BFST and the Bank and their affiliates involves and relates to extending credit, accepting deposits, and engaging in those other activities permissible for bank holding companies and FDIC-insured financial and/or economic principlesinstitutions, concepts either directly or ideas which are not solely indirectly, through financial or operating subsidiaries and exclusively derived from affiliates; that Executive understands and knows the business plans in which BFST and the Bank and their affiliates is engaged and the scope, activities and business pursuits involved in the business of BFST and the Bank and their affiliates; and that the noncompetition and non-solicitation covenants contained in this Exhibit A prohibit the Executive from engaging, in any capacity or any position, and from conducting any activities or business similar to that of BFST and the Bank and their affiliates. As used in this Exhibit A, “customers” includes, but is not limited to, businesses, persons and entities for whom BFST and the Bank and their affiliates has extended credit, accepted deposits or provided other financial services, or with whom BFST and the Bank and their affiliates has had contracts, agreements, arrangements or any type of business, or working relationship. Executive acknowledges and represents that he understands the nature of the Bank, customer relationships of BFST and Executive may disclose any information regarding the Bank or the Company which is otherwise publicly availableand their affiliates and who and what comprises its customers. In the event of a breach or threatened breach by the Executive of the provisions of As used in this Section 9Exhibit A, “BFST and the Bank will be entitled to an injunction restraining Executive from disclosingand their affiliates” includes any and all predecessor, in whole or in partsuccessor, the knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof, or from rendering any services to any person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Bank from pursuing any other remedies available to the Bank for such breach or threatened breach, including the recovery of damages from Executiveparent subsidiary and affiliate entities.

Non-Competition. (a) Upon any termination of the Executive's employment hereunder as a result of which the Bank is paying the Executive benefits under Section 4 of this Agreement4, other than a termination coincident to or following a Change in ControlControl of the Bank or the Company within the meaning of the Home Owners' Loan Act, as amended ("HOLA"), the Executive agrees not to compete with the Bank and/or the Company for a period of one (1) year following such termination in any city, town or county in which the Bank and/or the Company has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. The Executive agrees that during such period and within said cities, towns and counties, the Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or the Company. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the Company, its business and property in the event of the Executive's breach of this Subsection Section 9(a) agree that in the event of any such breach by the Executive, the Bank and/or the Company 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, employers, employees and all persons acting for or with the Executive. The Executive represents and admits that the Executive's experience and capabilities are such that the Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent the Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Company from pursuing any other remedies available to the Bank and/or the Company 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 will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to any federal banking agency with jurisdiction over the Bank or the Executive). Notwithstanding the foregoing, 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, and the Executive may disclose any information regarding the Bank or the Company which that is otherwise publicly available. In the event of a breach or threatened breach by the Executive of the provisions of this Section 9, the Bank will be entitled to an injunction restraining 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, 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. (a) Upon any termination of Executive's employment hereunder hereunder, other than a termination, (whether voluntary or involuntary) in connection with a Change in Control, as a result of which the Bank Association is paying Executive benefits under Section 4 6 of this Agreement, other than a termination coincident to or following a Change in Control, Executive agrees not to compete with the Bank Association and/or the Company for a period of one (1) year following such termination in within twenty-five (25) miles of any city, town existing branch of the Association or county in any subsidiary of the Company or within twenty-five (25) miles of any office for which the Bank and/or Association, the Company has an office or a subsidiary of the Company or the Association has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said area, cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank Association and/or the Company or subsidiary of the Association of Company. The parties hereto, recognizing that irreparable injury will result to the Bank Association and/or the Company, its business and property in the event of Executive's breach of this Subsection 9(a13(a) agree that in the event of any such breach by Executive, the Bank Association and/or the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank Association and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank Association and/or the Company from pursuing any other remedies available to the Bank Association and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank Association and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the BankAssociation. Executive will not, during or after the term of his her employment, disclose any knowledge of the past, present, planned or considered business activities of the Bank Association or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to any federal banking agency with jurisdiction over the Bank Association or Executive). Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the BankAssociation, and Executive may disclose any information regarding the Bank Association or the Company which is otherwise publicly available. In the event of a breach or threatened breach by the Executive of the provisions of this Section 9Section, the Bank Association will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Bank Association or affiliates thereof, or from rendering any services to any person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Bank Association from pursuing any other remedies available to the Bank Association for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination Employee covenants and agrees that, at no time before the first anniversary of Executive's employment hereunder as the later of (x) the Retirement Date and (y) the date Employee ceases to be a result member of which the Bank is paying Executive benefits under Section 4 of this AgreementBoard, other than a termination coincident to or following a Change in Control, Executive agrees not to compete with the Bank and/or the Company for a period of one (1) year following such termination will Employee engage in any city, town or county in which the Bank and/or the Company has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, following activities directly or indirectly, for any entity whose business materially competes reason, whether for Employee’s own account or for the account of any other person, firm, corporation or other organization: (i) interfere with any of the Company’s contracts or relationships with any client, employee, officer, director or any independent contractor whether the person is employed by or associated with the depository, lending Company on the date of this Agreement or other business activities at any time thereafter; or (ii) interfere with any of the Bank and/or Company’s contracts or relationships with any independent contractor, customer, client or supplier, or any person who is a bona fide prospective independent contractor, customer, client or supplier of the Company. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the Company, its business and property in the event of Executive's breach of this Subsection 9(a) agree that in the event of any such breach by Executive, the Bank and/or the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Company from pursuing any other remedies available to the Bank and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. (b) Executive recognizes In addition, Employee covenants and acknowledges that agrees that, at no time before the knowledge first anniversary of the business activities later of (x) the Retirement Date and plans for business activities (y) the date Employee ceases to be a member of the Bank and affiliates thereofBoard, as it may exist from time to timewill Employee directly or indirectly, is a valuablefor any reason, special and unique asset whether for Employee’s own account or for the account of the business of the Bank. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof to any other person, firm, corporationcorporation or other organization, accept employment with, or give advice to, (i) any air cargo carrier, (ii) any air cargo division or affiliate of any other entity for airline or (iii) any reason company that leases cargo aircraft on an ACMI, wet lease, charter or purpose whatsoever (except for such disclosure as may be required dry lease basis. The parties agree and intend that breach of this non-competition clause shall subject Employee to be provided the full measure of contract and equitable damages. Employee acknowledges that irreparable damage would result to any federal banking agency with jurisdiction over the Bank or Executive). Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Bank, and Executive may disclose any information regarding the Bank or the Company which is otherwise publicly available. In the event of a breach or threatened breach by the Executive of if the provisions of this Section 9Paragraph 7 are not specifically enforced, and agrees that the Bank will Company shall be entitled to an injunction restraining Executive from disclosingany appropriate legal, equitable, or other remedy, including injunctive relief, in whole or in partrespect of any failure to comply with the provisions of this Paragraph 7. For purposes of this Paragraph 7, the knowledge “Company” shall include Holdings and each of the past, present, planned or considered business activities of the Bank or affiliates thereof, or from rendering any services to any person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Bank from pursuing any other remedies available to the Bank for such breach or threatened breach, including the recovery of damages from Executiveits subsidiaries.

Non-Competition. (a) Upon any termination of Executive's employment hereunder as a result of which the Bank is paying Executive benefits under pursuant to Section 4 of this Agreement, other than a termination coincident to or following a Change in Controlhereof, Executive agrees not to compete with the Bank and/or the Holding Company or its Subsidiaries for a period of one (1) year following such termination in any city, town or county in which the Bank and/or Executive's normal business office is located and the Holding Company or any of its Subsidiaries has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or the CompanyHolding Company or its Subsidiaries. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the CompanyHolding Company or its Subsidiaries, its business and property in the event of Executive's breach of this Subsection 9(a10(a) agree that in the event of any such breach by Executive, the Bank and/or the Holding Company or its Subsidiaries, will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with under the direction of Executive. Executive represents and admits that in the event of the termination of her employment pursuant to Section 7 hereof, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the CompanyHolding Company or its Subsidiaries, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Holding Company or its Subsidiaries from pursuing any other remedies available to the Bank and/or the Holding Company or its Subsidiaries for such breach or threatened breach, including the recovery of damages from Executive. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank Holding Company and affiliates thereof, its Subsidiaries as it may exist from time to time, is a valuable, special and unique asset of the business of the BankHolding Company and its Subsidiaries. Executive will not, during or after the term of his her employment, disclose any knowledge of the past, present, planned or considered business activities of the Bank or affiliates Holding Company and its Subsidiaries thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be unless expressly authorized by the Board of Directors or required to be provided to any federal banking agency with jurisdiction over the Bank or Executive)by law. Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Bank, and Executive may disclose any information regarding the Bank or the Company which is otherwise publicly availableHolding Company. In the event of a breach or threatened breach by the Executive of the provisions of this Section 9Section, the Bank Holding Company will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Bank Holding Company or affiliates thereof, its Subsidiaries or from rendering any services to any person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Bank Holding Company from pursuing any other remedies available to the Bank Holding Company for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination of Executive's employment hereunder hereunder, other than a termination (whether voluntary or involuntary) in connection with a Change in Control, as a result of which the Bank and/or the Company is paying Executive the benefits entitled to Executive under Section 4 of this Agreement, other than a termination coincident to or following a Change in Control, Executive agrees not to compete with the Bank and/or the Company for a period of one two (12) year years following such termination in any city, town or county in which the Bank and/or the Company has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said area, cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or the Company. The parties hereto, recognizing that irreparable injury will would result to the Bank and/or the Company, its business and property in the event of Executive's breach of this Subsection 9(a) ), agree that in the event of any such breach by Executive, the Bank and/or the Company will would be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will shall be construed as prohibiting the Bank and/or the Company from pursuing any other remedies available to the Bank and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the Bank. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to any federal banking agency with jurisdiction over the Bank or Executive). Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Bank, and Executive may disclose any information regarding the Bank or the Company which is otherwise publicly available. In the event of a breach or threatened breach by the Executive of the provisions of this Section 9Section, the Bank will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof, or from rendering any services to any person, firm, corporation, 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 Executive.

Non-Competition. (a) Upon any termination of Executive's employment hereunder as a result of which the Bank is paying The Executive benefits under Section 4 of this Agreement, other than a termination coincident to or following a Change in Control, Executive agrees not to compete with the Bank and/or the Company for a period of one (1) year following such termination in any city, town or county in which the Bank and/or the Company has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or the Company. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the Company, its business and property in the event of Executive's breach of this Subsection 9(a) agree that in the event of any such breach by Executive, the Bank and/or the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Company from pursuing any other remedies available to the Bank and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. (b) Executive Chairman 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 Chairman will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to any federal banking agency with jurisdiction over the Bank or Executive)whatsoever. Notwithstanding the foregoing, the Executive Chairman may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Bank, and Executive may disclose any information regarding the Bank or the Company which is otherwise publicly available. In the event of a breach or threatened breach by the Executive Chairman of the provisions of this Section 9Section, the Bank will be entitled to an injunction restraining the Executive Chairman from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof, or from rendering any services to any person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Bank from pursuing any other remedies available to the Bank for such breach or threatened breach, including the recovery of damages from Executivethe Executive Chairman. (b) The Executive Chairman shall have no right to terminate his employment under this Agreement except as provided in this Agreement. In the event that Executive Chairman violates this provision, the Bank shall be entitled to enjoin the employment of the Executive Chairman with any significant competitor, which shall mean any bank, savings bank, co-operative bank or savings and loan association or holding company affiliate thereof having one or more deposit offices in any county where Lake Sunapee Bank, fsb has a main or branch office for a period of two years from the date of the Executive Chairman’s termination of his employment hereunder.

Non-Competition. (a) Upon any termination of Executive's employment hereunder as a result of which the Bank is paying Executive benefits under pursuant to Section 4 of this Agreement, other than a termination coincident to or following a Change in Control, Executive agrees not to compete with the Bank and/or the Holding Company or its Subsidiaries for a period of one (1) year following such termination in any city, town or county in which the Bank and/or Executive's normal business office is located and the Holding Company or any of its Subsidiaries has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or the CompanyHolding Company or its subsidiaries. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the CompanyHolding Company or its subsidiaries, its business and property in the event of Executive's breach of this Subsection 9(a10(a) agree that in the event of any such breach by Executive, the Bank and/or the Holding Company or its subsidiaries, will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with under the direction of Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Section 4 of this Agreement, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the CompanyHolding Company or its subsidiaries, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Holding Company or its subsidiaries from pursuing any other remedies available to the Bank and/or the Holding Company or its subsidiaries for such breach or threatened breach, including the recovery of damages from Executive. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank Holding Company and affiliates thereof, its Subsidiaries as it may exist from time to time, is a valuable, special and unique asset of the business of the BankHolding Company and its subsidiaries. Executive will not, during or after the term of his Executive's employment, disclose any knowledge of the past, present, planned or considered business activities of the Bank or affiliates Holding Company and its subsidiaries thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be unless expressly authorized by the Board of Directors or required to be provided to any federal banking agency with jurisdiction over the Bank or Executive)by law. Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Bank, and Executive may disclose any information regarding the Bank or the Company which is otherwise publicly availableHolding Company. In the event of a breach or threatened breach by the Executive of the provisions of this Section 910, the Bank Holding Company will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof, or from rendering any services to any person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Bank from pursuing any other remedies available to the Bank for such breach or threatened breach, including the recovery of damages from Executive.,

Non-Competition. (a) Upon any termination of Executive's employment hereunder as a result of which the Bank Association is paying Executive benefits under Section 4 Sections 4(a)(i) or (ii) of this Agreement, other than a termination coincident to or following a Change in Control, Executive agrees not to compete with the Bank and/or the Company for a period of one (1) year following such termination in any city, town or county in which the Bank and/or the Company has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or the Company. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the Company, its business and property in the event of Executive's breach of this Subsection 9(a) agree that in the event of any such breach by Executive, the Bank and/or the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Company from pursuing any other remedies available to the Bank and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the Bank. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to any federal banking agency with jurisdiction over the Bank or Executive). Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Bank, and Executive may disclose any information regarding the Bank or the Company which is otherwise publicly available. In the event of a breach or threatened breach by the Executive of the provisions of this Section 9, the Bank will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof, or from rendering any services to any person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Bank from pursuing any other remedies available to the Bank for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon During the term of this Agreement, and for a period of two (2) years following any termination of Executive's employment hereunder as a result of which the Bank is paying Executive benefits under Section 4 of this Agreement, other than a termination coincident to or following a Change in Controlhereunder, Executive agrees not to compete with the Bank and/or the Company for a period of one (1) year following such termination in any city, town or county in which the Bank and/or the Company has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said area, cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or the Company. The parties hereto, recognizing that irreparable injury will would result to the Bank and/or the Company, its business and property in the event of Executive's breach of this Subsection 9(a) ), agree that in the event of any such breach by Executive, the Bank and/or the Company will would be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will shall be construed as prohibiting the Bank and/or the Company from pursuing any other remedies available to the Bank and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the Bank. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to any federal banking agency with jurisdiction over the Bank or Executive). Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Bank, and Executive may disclose any information regarding the Bank or the Company which is otherwise publicly available. In the event of a breach or threatened breach by the Executive of the provisions of this Section 9Section, the Bank will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof, or from rendering any services to any person, firm, corporation, 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 Executive.

Non-Competition. (a) Upon any termination of Executive's employment hereunder as a result of which the Bank is paying Executive benefits under pursuant to Section 4 of this Agreement, other than a termination coincident to or following a Change in Controlhereof, Executive agrees not to compete with the Bank and/or the Holding Company or its Subsidiaries for a period of one (1) year following such termination in any city, town or county in which the Bank and/or Executive's normal business office is located and the Holding Company or any of its Subsidiaries has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or the CompanyHolding Company or its Subsidiaries. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the CompanyHolding Company or its Subsidiaries, its business and property in the event of Executive's breach of this Subsection 9(a10(a) agree that in the event of any such breach by Executive, the Bank and/or the Holding Company or its Subsidiaries, will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with under the direction of Executive. Executive represents and admits that in the event of the termination of her employment pursuant to Section 7 hereof, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the CompanyHolding Company or its Subsidiaries, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Holding Company or its Subsidiaries from pursuing any other remedies available to the Bank and/or the Holding Company or its Subsidiaries for such breach or threatened breach, including the recovery of damages from Executive. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank Holding Company and affiliates thereof, its Subsidiaries as it may exist from time to time, is a valuable, special and unique asset of the business of the BankHolding Company and its Subsidiaries. Executive will not, during or after the term of his her employment, disclose any knowledge of the past, present, planned or considered business activities of the Bank or affiliates Holding Company and its Subsidiaries thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be unless expressly authorized by the Board of Directors or required to be provided to any federal banking agency with jurisdiction over the Bank or Executive)by law. Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Bank, Holding Company and Executive may disclose any information regarding the Bank or the Company which is otherwise publicly available. In the event of a breach or threatened breach by the Executive of the provisions of this Section 9, the Bank will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof, or from rendering any services to any person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Bank from pursuing any other remedies available to the Bank for such breach or threatened breach, including the recovery of damages from Executive.its

Non-Competition. (a) Upon Executive agrees that so long as he remains employed and/or so long after that as he continues to serve as a director, he will not become an officer, employee, agent, partner, founder, consultant, director or holder of more than 10% of the equity or debt of any business enterprise (or division or operating group thereof, as appropriate) operating in direct competition with the Company's business, defined as "document imaging and workflow software and services commercially available on the date of termination of Executive's employment hereunder as a result of which the Bank is paying Executive benefits under Section 4 employment." The parties agree that for purposes of this Agreement, other than a termination coincident to or following a Change in Controlthe Company's business does not include developing and marketing client/server application software aimed at customer-centric case management business applications across target industry segments. (b) Notwithstanding the foregoing however, Executive agrees not to compete with the Bank and/or the Company for a period of one twelve (112) year following such termination in any citymonths from the Effective Date of this Agreement, town or county in which the Bank and/or the Company has an office or has filed an application for regulatory approval to establish an office, determined as regardless of the effective date status of such terminationhis employment, except as agreed to pursuant to Executive will not become an officer, employee, agent, partner, founder, consultant, director or holder of more than 10% of the equity or debt of any of the following named organizations: FileNet Corporation; Wang Computers; The Workflow Division of International Business Machines; and Optica, Inc. (c) The Company further recognizes and agrees that Executive will be establishing a resolution duly adopted by new business venture aimed at developing and marketing the Boardapplication software described above, which venture will commence formal operations after termination of his employment with Company. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities provide Company up to thirty (30) days' notice in advance of the Bank and/or the Company. The parties hereto, recognizing that irreparable injury will result date on which his new business venture is scheduled to the Bank and/or the Company, its business and property in the event of Executive's breach of this Subsection 9(a) agree commence operations (provided that in the event of any such breach his termination is by Executivethe Company, the Bank and/or Company has provided at least 30 days' notice of termination to Executive), during which time the Company will parties may discuss forms of possible cooperation between their respective business entities. (d) Executive stipulates that the remedy at law for any breach or threatened breach of Sections 12 or 13 would be entitledinadequate and that damages would be impossible to measure, and accordingly agrees that in addition to any other remedies and damages availableremedies, to an a restraining order and/or injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will (without bond) may be construed as prohibiting the Bank and/or the Company from pursuing any other remedies available to the Bank and/or the Company issued for such breach or threatened breach, including the recovery of damages from Executive. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the Bank. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to any federal banking agency with jurisdiction over the Bank or Executive). Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Bank, and Executive may disclose any information regarding the Bank or the Company which is otherwise publicly available. In the event of a breach or threatened breach by the Executive of the provisions of this Section 9, the Bank will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof, or from rendering any services to any person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Bank from pursuing any other remedies available to the Bank for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination of Executive's employment hereunder as a result of which the Bank is paying Executive benefits under pursuant to Section 4 of this Agreement, other than a termination coincident to or following a Change in Control, Executive agrees not to compete with the Bank and/or the Holding Company or its Subsidiaries for a period of one (1) year following such termination in any city, town or county in which the Bank and/or Executive's normal business office is located and the Holding Company or any of its Subsidiaries has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or the CompanyHolding Company or its Subsidiaries. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the CompanyHolding Company or its Subsidiaries, its business and property in the event of Executive's breach of this Subsection 9(a10(a) agree that in the event of any such breach by Executive, the Bank and/or the Holding Company or its Subsidiaries, will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with under the direction of Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Section 4 hereof, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the CompanyHolding Company or its Subsidiaries, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Holding Company or its Subsidiaries from pursuing any other remedies available to the Bank and/or the Holding Company or its Subsidiaries for such breach or threatened breach, including the recovery of damages from Executive. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank Holding Company and affiliates thereof, its Subsidiaries as it may exist from time to time, is a valuable, special and unique asset of the business of the BankHolding Company and its Subsidiaries. Executive will not, during or after the term of his Executive's employment, disclose any knowledge of the past, present, planned or considered business activities of the Bank or affiliates Holding Company and its Subsidiaries thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be unless expressly authorized by the Board of Directors or required to be provided to any federal banking agency with jurisdiction over the Bank or Executive)by law. Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Bank, and Executive may disclose any information regarding the Bank or the Company which is otherwise publicly availableHolding Company. In the event of a breach or threatened breach by the Executive of the provisions of this Section 910, the Bank Holding Company will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Bank Holding Company or affiliates thereof, its Subsidiaries or from rendering any services to any person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Bank Holding Company from pursuing any other remedies available to the Bank Holding Company for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination of Executive's employment hereunder as a result of which the Bank is paying The Executive benefits under Section 4 of this Agreement, other than a termination coincident to or following a Change in Control, Executive agrees not to compete with the Bank and/or the Company for a period of one (1) year following such termination in any city, town or county in which the Bank and/or the Company has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or the Company. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the Company, its business and property in the event of Executive's breach of this Subsection 9(a) agree that in the event of any such breach by Executive, the Bank and/or the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Company from pursuing any other remedies available to the Bank and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. (b) Executive Chairman recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank Company and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the BankCompany. The Executive Chairman will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities of the Bank Company or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to any federal banking agency with jurisdiction over the Bank or Executive)whatsoever. Notwithstanding the foregoing, the Executive Chairman may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Bank, and Executive may disclose any information regarding the Bank or the Company which is otherwise publicly availableCompany. In the event of a breach or threatened breach by the Executive Chairman of the provisions of this Section 9Section, the Bank Company will be entitled to an injunction restraining the Executive Chairman from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof, or from rendering any services to any person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Bank Company from pursuing any other remedies available to the Bank Company for such breach or threatened breach, including the recovery of damages from Executivethe Executive Chairman. (b) The Executive Chairman shall have no right to terminate his employment under this Agreement except as provided in this Agreement. In the event that Executive Chairman violates this provision, the Company shall be entitled to enjoin the employment of the Executive Chairman with any significant competitor, which shall mean any bank, savings bank, co-operative bank or savings and loan association or holding company affiliate thereof having one or more deposit offices in any county where Lake Sunapee Bank, fsb has a main or branch office for a period of two years from the date of the Executive Chairman’s termination of his employment hereunder.

Non-Competition. (a) Upon any termination of Executive's employment hereunder hereunder, other than a termination (whether voluntary or involuntary) in connection with a Change in Control), as a result of which the Bank Company is paying Executive benefits under Section 4 6 of this Agreement, other than a termination coincident to or following a Change in Control, Executive agrees not to compete with the Bank Association and/or the Company for a period of one (1) year following such termination in within twenty-five (25) miles of any city, town existing branch of the Association or county in any subsidiary of the Company or within twenty-five (25) miles of any office for which the Bank and/or Association, the Company has an office or a Association subsidiary of the Company has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said area, cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank Association and/or the Company. The parties hereto, recognizing that irreparable injury will result to the Bank Association and/or the Company, its business and property in the event of Executive's breach of this Subsection 9(a12(a) agree that in the event of any such breach by Executive, the Bank Association and/or the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank Association and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank Association and/or the Company from pursuing any other remedies available to the Bank Association and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank Company and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the BankCompany. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities of the Bank Company or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to any federal banking agency with jurisdiction over the Bank Company or Executive). Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the BankCompany, and Executive may disclose any information regarding the Bank Association or the Company which is otherwise publicly available. In the event of a breach or threatened breach by the Executive of the provisions of this Section 9Section, the Bank Company will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Bank Company or affiliates thereof, or from rendering any services to any person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Bank Company from pursuing any other remedies available to the Bank Company for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination of Executive's employment hereunder as a result of which the Bank is paying Executive benefits under Section 4 of this Agreement, other than a termination coincident to or following a Change in Controlhereunder, Executive agrees not to compete with the Bank and/or the Company for a period of one (1) year following such termination in any city, town or county in which the Bank and/or the Company has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as otherwise agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or the Company. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the Company, its business and property in the event of Executive's breach of this Subsection 9(a10(a) agree that in the event of any such breach by Executive, the Bank and/or the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that in the event of the termination of his employment for Cause Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the Company, and that the enforcement of a the remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Company from pursuing any other remedies available to the Bank and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the Bank. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to any federal banking agency with jurisdiction over the Bank or Executive)whatsoever. Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Bank, and Executive may disclose any information regarding the Bank or the Company which is otherwise publicly available. In the event of a breach or a threatened breach by the Executive of the provisions provision of this Section 910, the Bank will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof, or from rendering any services to any person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Bank from pursuing any other remedies available to the Bank for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination of Executive's employment hereunder as a result of which by the Bank is paying Company for Cause or by Executive benefits under Section 4 of this Agreement, for any reason other than a termination coincident to or following a Change in Controlbreach of the Agreement by the Company, Executive agrees not to compete with the Internet Bank and/or the Company for a period equal to the remaining term of one (1) year following such termination this Agreement, in any city, town or county in which the Internet Bank and/or the Company Brookline Savings Bank has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the BoardBoard of Directors of the Internet Bank. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Internet Bank and/or the CompanyBrookline Savings Bank. The parties hereto, recognizing that irreparable injury will result to the Internet Bank, Brookline Savings Bank and/or and the Company, its business and property Company in the event of Executive's breach of this Subsection 9(a) ), agree that in the event of any such breach by Executive, the Internet Bank and/or the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Internet Bank and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Internet Bank and/or the Company from pursuing any other remedies available to the Internet Bank and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Internet Bank and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the Internet Bank. Executive will not, during or after the term of his her employment, disclose any knowledge of the past, present, planned or considered business activities of the Internet Bank or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to any federal or state banking agency with jurisdiction over the Internet Bank or Executive). Notwithstanding the foregoing, Executive may disclose any knowledge of bankingInternet Banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Internet Bank, and Executive may disclose any information regarding the Internet Bank or the Company which is otherwise publicly available. In the event of a breach or threatened breach by the Executive of the provisions of this Section 9, the Company and the Internet Bank will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Internet Bank or affiliates thereof, or from rendering any services to any person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Company or the Internet Bank from pursuing any other remedies available to the Bank them for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination of the Executive's ’s employment hereunder as a result of which the Bank is paying Executive benefits under Section 4 of this Agreement(whether voluntary or involuntary), other than a termination coincident to (whether voluntary or following involuntary) in connection with a Change in Control, the Executive agrees not to compete with the Bank and/or and the Company for a period of one (1) year following such termination in any city, town or county in which the Bank and/or the Company has an office or has filed an application for regulatory approval to establish an office, determined as within fifty (50) miles of the effective date Executive’s principal place of such termination, except as agreed to pursuant to a resolution duly adopted by the Boardemployment. The Executive agrees that during such period and within said cities, towns and counties, the Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or or the CompanyCompany within fifty (50) miles of the Executive’s principal place of employment. The parties hereto, recognizing that irreparable injury will result to the Bank and/or or the Company, its business and property in the event of the Executive's ’s breach of this Subsection 9(a) agree that in the event of any such breach by the Executive, the Bank and/or and the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with the Executive. The Executive represents and admits that the Executive's ’s experience and capabilities are such that the Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or or the Company, and that the enforcement of a remedy by way of injunction will not prevent the Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or or the Company from pursuing any other remedies available to the Bank and/or or the Company 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 Bank, the Company and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the BankBank and the Company. 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 Bank, the Company or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to any federal banking agency with jurisdiction over the Bank Bank, the Company or the Executive). Notwithstanding the foregoing, 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 BankBank or the Company, and the Executive may disclose any information regarding the Bank or the Company which is otherwise publicly available. In the event of a breach or threatened breach by the Executive of the provisions of this Section 9, the Bank and/or the Company will be entitled 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 Bank, the Company or affiliates thereof, or from rendering any services to any person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Bank or the Company from pursuing any other remedies available to the Bank or the Company for such breach or threatened breach, including the recovery of damages from the Executive.

Non-Competition. (a) Upon any termination of ExecutiveEXECUTIVE's employment hereunder pursuant to an Event of Termination as a result of which the Bank is paying Executive benefits under provided in Section 4 of this Agreementhereof, other than a termination coincident to or following a Change in Control, Executive EXECUTIVE agrees not to compete with the Bank BANK and/or the Company COMPANY for a period of one (1) year following such termination in any city, town or county in which the Bank and/or the Company has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board_________ _________________________. Executive EXECUTIVE agrees that during such period and within said cities, towns and counties, Executive EXECUTIVE shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank BANK and/or the CompanyCOMPANY. The parties hereto, recognizing that irreparable injury will result to the Bank BANK and/or the CompanyCOMPANY, its business and property in the event of ExecutiveEXECUTIVE's breach of this Subsection 9(a11(a) agree that in the event of any such breach by ExecutiveEXECUTIVE, the Bank BANK and/or the Company COMPANY will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by ExecutiveEXECUTIVE, ExecutiveEXECUTIVE's partners, agents, servants, employers, employees and all persons acting for or with ExecutiveEXECUTIVE. Executive EXECUTIVE represents and admits that Executivein the event of the termination of his employment pursuant to Section 4 hereof, EXECUTIVE's experience and capabilities are such that Executive EXECUTIVE can obtain employment in a business engaged in other lines and/or of a different nature than the Bank BANK and/or the CompanyCOMPANY, and that the enforcement of a remedy by way of injunction will not prevent Executive EXECUTIVE from earning a livelihood. Nothing herein will be construed as prohibiting the Bank BANK and/or the Company COMPANY from pursuing any other remedies available to the Bank BANK and/or the Company COMPANY for such breach or threatened breach, including the recovery of damages from ExecutiveEXECUTIVE. (b) Executive EXECUTIVE recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank BANK and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the BankBANK. Executive 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 BANK or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to any federal banking agency with jurisdiction over the Bank or Executive)whatsoever. Notwithstanding the foregoing, Executive EXECUTIVE may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Bank, and Executive may disclose any information regarding the Bank or the Company which is otherwise publicly availableBANK. In the event of a breach or threatened breach by the Executive EXECUTIVE of the provisions of this Section 9Section, the Bank BANK will be entitled to an injunction restraining Executive EXECUTIVE from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Bank BANK or affiliates thereof, or from rendering any services to any person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Bank BANK from pursuing any other remedies available to the Bank BANK for such breach or threatened breach, including the recovery of damages from ExecutiveEXECUTIVE.

Non-Competition. (a) Upon any termination of Executive's ’s employment hereunder as a result of which the Bank is paying Executive benefits under Section 4 for any reason, including but not limited to expiration of this Agreement, other than a termination coincident to or following a Change in Control, Executive agrees not to compete with the Bank and/or the Company for a period of one twelve (112) year months following such termination in any city, city or town or county in which the Bank and/or the Company has an office operates a branch or has filed an application for regulatory approval to establish an main office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that that, during such period and within said cities, towns and countiesperiod, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or Bank. Executive specifically further agrees that she will not, for the Companytwelve (12) month non-competition period work in either a paid or unpaid capacity with any individual or group proposing to establish a new bank or other financial institution in Bank’s market area. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the CompanyBank, its business and property in the event of Executive's ’s breach of this Subsection 9(aSubparagraph 10(a) agree that in the event of any such breach by Executive, the Bank and/or the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's ’s partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that in the event of the termination of her employment pursuant to Paragraph 8 hereof, Executive's ’s experience and capabilities are such that Executive can obtain employment in a business business, engaged in other lines and/or of a different nature than the Bank and/or the CompanyBank, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Company from pursuing any other remedies available to the Bank and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the Bank. Executive will not, during or after the term of his her employment, disclose any knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof to any person, firm, corporation, corporation or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to any federal banking agency with jurisdiction over the Bank or Executive)whatsoever. Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Bank, and Executive may disclose any information regarding the Bank or the Company which is otherwise publicly available. In the event of a breach or threatened breach by the Executive of the provisions of this Section 9Paragraph, the Bank will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof, or from rendering any services to any person, firm, firm corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Bank from pursuing any other remedies available to the Bank for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination of Executive's employment hereunder hereunder, other than a termination (whether voluntary or involuntary) in connection with a Change in Control, as a result of which the Company and/or the Bank is paying Executive the benefits entitled to Executive under Section 4 6 of this Agreement, other than a termination coincident to or following a Change in Control, Executive agrees not to compete with the Bank and/or the Company for a period of one (1) year following such termination in any city, town or county in which the Bank and/or the Company has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said area, cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or the Company. The parties hereto, recognizing that irreparable injury will would result to the Bank and/or the Company, its business and property in the event of Executive's breach of this Subsection 9(a) 12(a), agree that in the event of any such breach by Executive, the Bank and/or the Company will would be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will shall be construed as prohibiting the Bank and/or the Company from pursuing any other remedies available to the Bank and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank Company and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the BankCompany. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities of the Bank Company or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to any federal banking agency with jurisdiction over the Bank Company or Executive). Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the BankCompany, and Executive may disclose any information regarding the Bank or the Company which is otherwise publicly available. In the event of a breach or threatened breach by the Executive of the provisions of this Section 9Section, the Bank Company will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Bank Company or affiliates thereof, or from rendering any services to any person, firm, corporation, 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 Company from pursuing any other remedies available to the Bank Company for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination of Executive's employment hereunder as a result of which the Bank is paying Executive benefits under pursuant to Section 4 of this Agreement, other than a termination coincident to or following a Change in Control, Executive agrees not to compete with the Bank and/or the Company or Forward Financial for a period of one (1) year following such termination in any city, town or county in which the Executive's normal business office is located and the Bank and/or the Company or Forward Financial has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or the Companyand Forward Financial. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the CompanyBank, its business and property in the event of Executive's breach of this Subsection 9(a10(a) agree that in the event of any such breach by Executive, the Bank and/or the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with under the direction of Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Section 4 of this Agreement, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the CompanyBank, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Company from pursuing any other remedies available to the Bank and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the Bank. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to any federal banking agency with jurisdiction over the Bank or Executive). Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Bank, and Executive may disclose any information regarding the Bank or the Company which is otherwise publicly available. In the event of a breach or threatened breach by the Executive of the provisions of this Section 9, the Bank will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof, or from rendering any services to any person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Bank from pursuing any other remedies available to the Bank for such breach or threatened breach, including the recovery of damages from Executive.other

Non-Competition. (a) Upon any termination of Executive's ’s employment hereunder hereunder, other than a termination (whether voluntary or involuntary) following a Change in Control, as a result of which the Bank Company is paying Executive benefits under Section 4 6 of this Agreement, other than a termination coincident to or following a Change in Control, Executive agrees not to compete with the Bank and/or the Company for a period of one (1) year following such termination in within twenty-five (25) miles of any city, town existing branch of the Bank or county in any subsidiary of the Company or within twenty-five (25) miles of any office for which the Bank and/or Bank, the Company has an office or a Bank subsidiary of the Company has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said area, cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or the Company. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the Company, its business and property in the event of Executive's ’s breach of this Subsection 9(aSection 11(a) agree that in the event of any such breach by Executive, the Bank and/or the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's ’s partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that Executive's ’s experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Company from pursuing any other remedies available to the Bank and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank Company and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the BankCompany. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities of the Bank Company or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to any federal banking agency with jurisdiction over the Bank Company or Executive). Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the BankCompany, and Executive may disclose any information regarding the Bank or the Company which is otherwise publicly available. In the event of a breach or threatened breach by the Executive of the provisions of this Section 9Section, the Bank Company will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Bank Company or affiliates thereof, or from rendering any services to any person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Bank Company from pursuing any other remedies available to the Bank Company for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination of Executive's employment hereunder as a result of which For the Bank is paying Executive benefits under Section 4 period beginning with the execution of this AgreementNon-Competition Agreement and ending one year following the effective date of the Merger, other than a termination coincident to or following a Change in Control, Executive Reinemeyer hereby agrees not to compete with the Bank and/or the Company for a period of one (1) year following such termination UBI or its Affiliates in any city, town or county in which the Bank and/or the Company UBI or its Affiliates has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such terminationthe Merger, except as agreed to pursuant to a resolution duly adopted by the BoardBoard of Directors of UBI. Executive Reinemeyer agrees that during such period and within said cities, towns and counties, Executive Reinemeyer shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business banking activities of the Bank and/or the CompanyUBI or its Affiliates. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the CompanyUBI or its Affiliates, its business and property in the event of ExecutiveReinemeyer's breach of this Subsection 9(a) Non-Competition Agreement agree that in the event of any such breach by ExecutiveReinemeyer, the Bank and/or the Company UBI or its Affiliates, will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by ExecutiveReinemeyer, ExecutiveReinemeyer's partners, agents, servants, employers, employees and all persons acting for or with Executiveunder the direction of Reinemeyer. Executive Reinemeyer hereby represents and admits that Executive's his experience and capabilities are such that Executive he can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or depository, lending or other banking activities of UBI or its Affiliates, it being understood that the Companysale of real estate or travel agency services would not be deemed employment that would be in competition with the depository, lending or other banking activities of UBI or its Affiliates, and that the enforcement of a remedy by way of injunction will not prevent Executive Reinemeyer from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Company UBI or its Affiliates from pursuing any other remedies available to the Bank and/or the Company UBI or its Affiliates for such breach or threatened breach, including the recovery of damages from ExecutiveReinemeyer. (b) Executive Reinemeyer recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank UBI and affiliates thereofits Affiliates, as it may exist from time to time, is a valuable, special and unique asset of the business of the BankUBI and its Affiliates. Executive Reinemeyer will not, during or after the term of his employment, not disclose any knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof UBI and/or its Affiliates to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be whatsoever, unless expressly authorized by the Board of Directors of UBI or required to be provided to any federal banking agency with jurisdiction over the Bank or Executive)by law. Notwithstanding the foregoing, Executive Reinemeyer may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Bank, and Executive may disclose any information regarding the Bank or the Company which is otherwise publicly availableUBI. In the event of a breach or threatened breach by the Executive Reinemeyer of the provisions of this Section 9Section, the Bank UBI will be entitled to an injunction restraining Executive Reinemeyer from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Bank UBI or affiliates thereof, its Affiliates or from rendering any services to any person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Bank UBI from pursuing any other remedies available to the Bank UBI for such breach or threatened breach, including the recovery of damages from ExecutiveReinemeyer. (c) For the period beginning with the execution of this Non-Competition Agreement and ending one year after the effective date of the Merger, Reinemeyer shall not, directly or indirectly, on his own behalf or on behalf of any other person, firm, company or other entity, without the consent of UBI: (i) in any manner whatsoever induce, or assist others to induce, any employee, agent, representative or other person associated with UBI or its Affiliates to terminate his association with any such entity, or in any manner interfere with the relationship between UBI or its Affiliates and any such person; or (ii) in any manner whatsoever induce, or assist others to induce, any supplier or customer of UBI or its Affiliates to terminate its association with UBI or its Affiliates, or do anything, directly or indirectly, to interfere with the business relationship between UBI or its Affiliates and any customers or suppliers or otherwise solicit for business any customer of UBI or its Affiliates.

Non-Competition. (a) Upon any termination of Executive's employment hereunder as a result of which the Bank is paying Executive benefits under Section 4 of this Agreement(whether voluntary or involuntary), other than a termination coincident to (whether voluntary or following involuntary) in connection with a Change in Control, Executive agrees not to compete with the Bank and/or and the Company for a period of one two (12) year years following such termination in within one hundred (100) miles of any cityexisting branch of the Bank, town the Bank's subsidiaries, or county in any subsidiary of the Company, or within one hundred (100) miles of any office for which the Bank and/or Bank, the Bank's subsidiaries, the Company has an office or a bank subsidiary of the Company has filed an application for regulatory approval to establish an officeapproval, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or or the Company. The parties hereto, recognizing that irreparable injury will result to the Bank and/or or the Company, its business and property in the event of Executive's breach of this Subsection 9(a) agree that in the event of any such breach by Executive, the Bank and/or and the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or or the Company from pursuing any other remedies available to the Bank and/or or the Company for such breach or threatened breach, including the recovery of damages from Executive. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank Bank, the Company and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the BankBank and the Company. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities of the Bank Bank, the Company or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to any federal banking agency with jurisdiction over the Bank Bank, the Company or the Executive). Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the BankBank or the Company, and Executive may disclose any information regarding the Bank or the Company which is otherwise publicly available. In the event of a breach or threatened breach by the Executive of the provisions of this Section 9, the Bank and/or the Company will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Bank Bank, the Company or affiliates thereof, or from rendering any services to any person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Bank or the Company from pursuing any other remedies available to the Bank or the Company for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination of Executive's employment hereunder as a result of which the Bank Association is paying Executive benefits under Section 4 of this Agreement, other than a termination coincident to or following a Change in Control, Executive agrees not to compete with the Bank and/or the Company for a period of one (1) year following such termination in any city, town or county in which the Bank and/or the Company has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or the Company. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the Company, its business and property in the event of Executive's breach of this Subsection 9(a) agree that in the event of any such breach by Executive, the Bank and/or the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Company from pursuing any other remedies available to the Bank and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. This paragraph (a) shall not apply if an termination of Executive's employment occurs in connection with a change in control of the Bank, within the meaning of the Home Owners' Loan Act and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency) thereunder. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the Bank. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to any the Office of Thrift Supervision (the "OTS"), the Federal Deposit Insurance Corporation (the "FDIC"), or other federal or state banking agency with jurisdiction over the Bank or Executive). Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Bank, and Executive may disclose any information regarding the Bank or the Company which is otherwise publicly available. In the event of a breach or threatened breach by the Executive of the provisions Provisions of this Section 9, the Bank will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof, or from rendering any services to any person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Bank from pursuing any other remedies available to the Bank for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination (whether voluntary or involuntary) of Executive's employment hereunder as a result of which the Bank is paying Executive benefits under Section 4 of this Agreement’s employment, other than a termination coincident to (whether voluntary or following involuntary) in connection with a Change in Control, Executive agrees not to compete with the Bank and/or and the Company for a period of one two (12) year full years following such termination in within one hundred (100) miles of any cityexisting branch of the Bank, town the Bank’s subsidiaries, or county in any subsidiary of the Company, or within one hundred (100) miles of any office for which the Bank and/or Bank, the Bank’s subsidiaries, the Company has an office or a bank subsidiary of the Company has filed an application for regulatory approval to establish an officeapproval, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or the Company. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the Company, its business and property in the event of Executive's ’s breach of this Subsection 9(a) agree that in the event of any such breach by Executive, the Bank and/or the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's ’s partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that Executive's ’s experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Company from pursuing any other remedies available to the Bank and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank Bank, the Company and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the BankBank and the Company. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities of the Bank Bank, the Company or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to any federal banking agency with jurisdiction over the Bank Bank, the Company or the Executive). Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the BankBank or the Company, and Executive may disclose any information regarding the Bank or the Company which is otherwise publicly available. In the event of a breach or threatened breach by the Executive of the provisions of this Section 9, the Bank and/or the Company will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Bank Bank, the Company or affiliates thereof, or from rendering any services to any person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Bank or the Company from pursuing any other remedies available to the Bank or the Company for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination of Executive's employment hereunder as a result of which the Bank is paying Executive benefits under pursuant to Section 4 of this Agreement, other than a termination coincident to or following a Change in Control4(c) hereof, Executive agrees not to compete with the Bank and/or the Holding Company for a period of one (1) year following such termination in any city, town or county in which the Bank and/or the Holding Company has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or the Holding Company. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the Holding Company, its business and property in the event of Executive's breach of this Subsection 9(a10(a) agree that in the event of any such breach by Executive, the Bank and/or the Holding Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Holding Company from pursuing any other remedies available to the Bank and/or the Holding Company for such breach or threatened breach, including the recovery of damages from Executive. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the Bank. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to any federal banking agency with jurisdiction over the Bank or Executive)whatsoever. Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Bank; Executive may disclose any information requested, in writing, by federal banking regulatory agencies; and Executive may disclose any information regarding the Bank or the Holding Company which is otherwise publicly available. In the event of a breach or threatened breach by the Executive of the provisions Provisions of this Section 9l0, the Bank will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof, or from rendering any services to any person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Bank from pursuing any other remedies available to the Bank for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination of Executive's Executives employment hereunder hereunder, other than a termination, (whether voluntary or involuntary) in connection with a Change in Control, as a result of which the Bank is paying Executive benefits under Section 4 of this Agreement, other than a termination coincident to or following a Change in Control, Executive agrees not to compete with the Bank and/or the Company for a period of one (1) year following such termination in within twenty-five (25) miles of any city, town existing branch of the Bank or county in any subsidiary of the Company or within twenty-five (25) miles of any office for which the Bank and/or Bank, the Company has an office or a bank subsidiary of the Company has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said area, cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or the Company. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the Company, its business and property in the event of Executive's Executives breach of this Subsection 9(a) agree that in the event of any such breach by Executive, the Bank and/or the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's Executives partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that Executive's Executives experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Company from pursuing any other remedies available to the Bank and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the Bank. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to any federal banking agency with jurisdiction over the Bank or Executive). Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Bank, and Executive may disclose any information regarding the Bank or the Company which is otherwise publicly available. In the event of a breach or threatened breach by the Executive of the provisions of this Section 9, the Bank will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof, or from rendering any services to any person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Bank from pursuing any other remedies available to the Bank for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination of ExecutiveEXECUTIVE's employment hereunder pursuant to an Event of Termination as a result of which the Bank is paying Executive benefits under provided in Section 4 of this Agreementhereof, other than a termination coincident to or following a Change in Control, Executive EXECUTIVE agrees not to compete with the Bank BANK and/or the Company COMPANY for the lesser of (i) the remaining term of the Agreement or (ii) a period of one (1) year following such termination in any city, town or county in which the Bank BANK and/or the Company COMPANY has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive EXECUTIVE agrees that during such period and within said cities, towns and counties, Executive EXECUTIVE shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank BANK and/or the CompanyCOMPANY. The parties hereto, recognizing that irreparable injury will result to the Bank BANK and/or the CompanyCOMPANY, its business and property in the event of ExecutiveEXECUTIVE's breach of this Subsection 9(a11(a) agree that in the event of any such breach by ExecutiveEXECUTIVE, the Bank BANK and/or the Company COMPANY will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by ExecutiveEXECUTIVE, ExecutiveEXECUTIVE's partners, agents, servants, employers, employees and all persons acting for or with ExecutiveEXECUTIVE. Executive EXECUTIVE represents and admits that Executivethat, in the event of the termination of his employment pursuant to Section 4 hereof, EXECUTIVE's experience and capabilities are such that Executive EXECUTIVE can obtain employment in a business engaged in other lines and/or of a different nature than the Bank BANK and/or the CompanyCOMPANY, and that the enforcement of a remedy by way of injunction will not prevent Executive EXECUTIVE from earning a livelihood. Nothing herein will be construed as prohibiting the Bank BANK and/or the Company COMPANY from pursuing any other remedies available to the Bank BANK and/or the Company COMPANY for such breach or threatened breach, including the recovery of damages from ExecutiveEXECUTIVE. (b) Executive EXECUTIVE recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank BANK and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the BankBANK. Executive 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 BANK or affiliates thereof (the "Confidential Information") to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to any federal banking agency with jurisdiction over the Bank or Executive)whatsoever. Notwithstanding the foregoing, Executive EXECUTIVE may disclose (i) 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 BankBANK, (ii) any Confidential Information that is or becomes generally available to the public other than as a result of a disclosure by EXECUTIVE and Executive may (iii) any Confidential Information in response to a request for information in any legal proceeding, interrogatory, subpoena or similar process provided that, in the reasonable opinion of EXECUTIVE's counsel, EXECUTIVE is compelled to disclose any information regarding the Bank or the Company which is otherwise publicly availablesuch Confidential Information. In the event of a breach or threatened breach by the Executive EXECUTIVE of the provisions of this Section 9Section, the Bank BANK will be entitled to an injunction restraining Executive EXECUTIVE from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereofany Confidential Information, or from rendering any services to any person, firm, corporation, other entity to whom such knowledgeConfidential Information, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Bank BANK from pursuing any other remedies available to the Bank BANK for such breach or threatened breach, including the recovery of damages from ExecutiveEXECUTIVE.

Non-Competition. (a) Upon any termination Because of the Company’s legitimate business interest as described herein and the good and valuable consideration offered to the Executive's employment hereunder as a result of which , during the Bank is paying Executive benefits under Section 4 of this Agreement, other than a termination coincident to or following a Change in Control, Executive agrees not to compete with the Bank and/or the Company Employment Term and for a period of one (1) year following such termination in any cityyear, town or county in which to run consecutively, beginning on the Bank and/or the Company has an office or has filed an application for regulatory approval to establish an office, determined as last day of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes Executive's employment with the depository, lending or other business activities of the Bank and/or the Company. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the Company, its business regardless of the reason for the termination and property in whether employment is terminated at the event option of Executive's breach of this Subsection 9(a) agree that in the event of any such breach by ExecutiveExecutive or the Company, the Bank and/or Executive agrees and covenants not to engage in Prohibited Activity within the United States or in any other geographic area where the Company currently does business or does business during the Employment Term. If you are not receiving Severance Pay, the Company will be entitledpay you an amount equal to 50% (fifty percent) of the gross amount of your Base Salary, in addition less deductions applicable to any other remedies and damages availablewages, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or as salary continuation on the Company’s regular pay date, for the duration of the period in which this noncompetition provision is in force (“Garden Leave Payments”). If at any time the Company waives the noncompetition period or any portion of it, the Company shall give you written notice fourteen days in advance of when the noncompetition restrictions will end and at the end of that fourteen-day notice period, the payments under this Section 14(a) will cease. If you are receiving Severance Pay, you agree that such Severance Pay satisfies any obligation of the Company to pay you Garden Leave Payments in connection with enforcement of a remedy by way covenant not to compete under the laws of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Company from pursuing any other remedies available to the Bank and/or the Company for such breach or threatened breach, including the recovery State of damages from ExecutiveMassachusetts. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the Bank. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to any federal banking agency with jurisdiction over the Bank or Executive). Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Bank, and Executive may disclose any information regarding the Bank or the Company which is otherwise publicly available. In the event of a breach or threatened breach by the Executive of the provisions For purposes of this Section 914, “Prohibited Activity” is activity in which the Bank will be entitled to an injunction restraining Executive from disclosingcontributes the Executive's knowledge, directly or indirectly, in whole or in part, as an employee, employer, owner, operator, manager, advisor, consultant, agent, employee, partner, director, stockholder, officer, volunteer, intern, or any other similar capacity to an entity engaged in the knowledge same or similar business as the Company, including those engaged in: (i) the business of providing oncology contract research services or (ii) the marketing of any other product or service by the Company as of the past, present, planned or considered business activities end of the Bank Employment Term. Prohibited Activity also includes activity that may require or affiliates thereofinevitably requires disclosure of trade secrets, proprietary information, or from rendering any services to any person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Bank from pursuing any other remedies available to the Bank for such breach or threatened breach, including the recovery of damages from ExecutiveConfidential Information.

Non-Competition. (a) Upon any termination of Executive's employment hereunder as a result of which the Bank is paying Executive benefits under pursuant to Section 4 of this Agreement, other than a termination coincident to or following a Change in Controlhereof, Executive agrees not to compete with the Bank and/or the Holding Company or its Subsidiaries for a period of one (1) year following such termination in any city, town or county in which the Bank and/or Executive's normal business office is located and the Holding Company or any of its Subsidiaries has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or the CompanyHolding Company or its Subsidiaries. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the CompanyHolding Company or its Subsidiaries, its business and property in the event of Executive's breach of this Subsection 9(a10(a) agree that in the event of any such breach by Executive, the Bank and/or the Holding Company or its Subsidiaries, will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with under the direction of Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Section 7 hereof, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the CompanyHolding Company or its Subsidiaries, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. In addition, Executive shall not, for a period of one year after the termination of this Agreement, engage any person employed by the Holding Company or its subsidiaries in an employment or contractual relationship with Executive, Executive's own employer or any other business concern without the written permission of the Chief Executive Officer of the Holding Company. Notwithstanding the foregoing, the Executive's obligations under this subsection 10(a) shall terminate upon the occurrence of either of the following events: (i) a Change in Control or (ii) an Event of Termination. Nothing herein will be construed as prohibiting the Bank and/or the Holding Company or its Subsidiaries from pursuing any other remedies available to the Bank and/or the Holding Company or its Subsidiaries for such breach or threatened breach, including the recovery of damages from Executive. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank Holding Company and affiliates thereof, its Subsidiaries as it may exist from time to time, is a valuable, special and unique asset of the business of the BankHolding Company and its Subsidiaries. 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 Holding Company and its Subsidiaries thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be whatsoever, unless expressly authorized by the Board of Directors or required to be provided to any federal banking agency with jurisdiction over the Bank or Executive)by law. Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Bank, and Executive may disclose any information regarding the Bank or the Company which is otherwise publicly availableHolding Company. In the event of a breach or threatened breach by the Executive of the provisions of this Section 9Section, the Bank Holding Company will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Bank Holding Company or affiliates thereof, its Subsidiaries or from rendering any services to any person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Bank Holding Company from pursuing any other remedies available to the Bank Holding Company for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination of Executive's employment hereunder as a result of which the Bank is paying Executive benefits under pursuant to Section 4 of this Agreement, other than a termination coincident to or following a Change in Control4(c) hereof, Executive agrees not to compete with the Bank and/or the Company for a period of one (1) year following such termination in any city, town or county in which the Bank and/or the Company has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or the Company. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the Company, its business and property in the event of Executive's breach of this Subsection 9(a10(a) agree that in the event of any such breach by Executive, the Bank and/or the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Company from pursuing any other remedies available to the Bank and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the Bank. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to any federal banking agency with jurisdiction over the Bank or Executive)whatsoever. Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Bank, and Executive may disclose any information regarding the Bank or the Company which is otherwise publicly available. In the event of a breach or threatened breach by the Executive of the provisions of this Section 910, the Bank will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof, or from rendering any services to any person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Bank from pursuing any other remedies available to the Bank for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination of Executive's ’s employment hereunder hereunder, other than a termination (whether by resignation, voluntary or involuntary) in connection with a Change in Control, as a result of which the Bank is paying Executive benefits under Section 4 0 of this Agreement, other than a termination coincident to or following a Change in Control, Executive agrees not to compete with the Bank and/or the Company for a period of one (1) year following such termination in within twenty-five (25) miles of any city, town existing branch of the Bank or county in any subsidiary of the Company or within twenty-five (25) miles of any office for which the Bank and/or Bank, the Company has an office or a Bank subsidiary of the Company has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said area, cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or the Company. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the Company, its business and property in the event of Executive's ’s breach of this Subsection 9(a11(a) agree that in the event of any such breach by Executive, the Bank and/or the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's ’s partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that Executive's ’s experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Company from pursuing any other remedies available to the Bank and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the Bank. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to any federal banking agency with jurisdiction over the Bank or Executive). Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Bank, and Executive may disclose any information regarding the Bank or the Company which is otherwise publicly available. In the event of a breach or threatened breach by the Executive of the provisions of this Section 9Section, the Bank will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof, or from rendering any services to any person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Bank from pursuing any other remedies available to the Bank for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination of Executive's employment hereunder hereunder, other than a termination (whether by resignation, voluntary or involuntary) in connection with a Change in Control, as a result of which the Bank is paying Executive benefits under Section 4 0 of this Agreement, other than a termination coincident to or following a Change in Control, Executive agrees not to compete with the Bank and/or the Company for a period of one (1) year following such termination in within twenty-five (25) miles of any city, town existing branch of the Bank or county in any subsidiary of the Company or within twenty-five (25) miles of any office for which the Bank and/or Bank, the Company has an office or a Bank subsidiary of the Company has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said area, cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or the Company. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the Company, its business and property in the event of Executive's breach of this Subsection 9(a11(a) agree that in the event of any such breach by Executive, the Bank and/or the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Company from pursuing any other remedies available to the Bank and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the Bank. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to any federal banking agency with jurisdiction over the Bank or Executive). Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Bank, and Executive may disclose any information regarding the Bank or the Company which is otherwise publicly available. In the event of a breach or threatened breach by the Executive of the provisions of this Section 9Section, the Bank will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof, or from rendering any services to any person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Bank from pursuing any other remedies available to the Bank for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination of Executive's employment hereunder as a result of which the Bank is paying Executive benefits under pursuant to Section 4 of this Agreement, other than a termination coincident to or following a Change in Control, Executive agrees not to compete with the Bank and/or the Holding Company or its Subsidiaries for a period of one (1) year following such termination in any city, town or county in which the Bank and/or Executive's normal business office is located and the Holding Company or any of its Subsidiaries has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or the CompanyHolding Company or its Subsidiaries. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the CompanyHolding Company or its Subsidiaries, its business and property in the event of Executive's breach of this Subsection 9(a10(a) agree that in the event of any such breach by Executive, the Bank and/or the Holding Company or its Subsidiaries, will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with under the direction of Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Section 4 hereof, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the CompanyHolding Company or its Subsidiaries, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Holding Company or its Subsidiaries from pursuing any other remedies available to the Bank and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the Bank. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to any federal banking agency with jurisdiction over the Bank or Executive). Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Bank, and Executive may disclose any information regarding the Bank or the Company which is otherwise publicly available. In the event of a breach or threatened breach by the Executive of the provisions of this Section 9, the Bank will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof, or from rendering any services to any person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Bank from pursuing any other remedies available to the Bank for such breach or threatened breach, including the recovery of damages from Executive.Holding

Non-Competition. (a) Upon any termination of Executive's employment hereunder hereunder, other than a termination, (whether voluntary or involuntary) in connection with a Change in Control, as a result of which the Bank Association is paying Executive benefits under Section 4 of this Agreement, other than a termination coincident to or following a Change in Control, Executive agrees not to compete with the Bank Association and/or the Company for a period of one (1) year following such termination in within twenty-five (25) miles of any city, town existing branch of the Association or county in any subsidiary of the Company or within twenty-five (25) miles of any office for which the Bank and/or Association, the Company has an office or a subsidiary of the Company has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said area, cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank Association and/or the Company. The parties hereto, recognizing that irreparable injury will result to the Bank Association and/or the Company, its business and property in the event of Executive's breach of this Subsection 9(a) agree that in the event of any such breach by Executive, the Bank Association and/or the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank Association and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank Association and/or the Company from pursuing any other remedies available to the Bank Association and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank Association and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the BankAssociation. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities of the Bank Association or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to any federal banking agency with jurisdiction over the Bank Association or Executive). Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the BankAssociation, and Executive may disclose any information regarding the Bank Association or the Company which is otherwise publicly available. In the event of a breach or threatened breach by the Executive of the provisions of this Section 9, the Bank Association will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Bank Association or affiliates thereof, or from rendering any services to any person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Bank Association from pursuing any other remedies available to the Bank Association for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination Employee acknowledges that his services to be rendered hereunder are of Executive's employment hereunder as a result special and unusual character that have a unique value to the Company and the conduct of its business, the loss of which cannot adequately be compensated by damages in an action at law. In view of the Bank is paying Executive benefits under Section 4 of this Agreement, other than a termination coincident unique value to or following a Change in Control, Executive agrees not to compete with the Bank and/or the Company of the services of Employee for a period of one (1) year following such termination in any city, town or county in which the Bank and/or the Company has an office or has filed an application for regulatory approval to establish an officecontracted hereunder, determined as and because of the effective date of such terminationconfidential information to be obtained by or disclosed to Employee as herein above set forth, except and as agreed a material inducement to pursuant the Company to a resolution duly adopted by enter into this Agreement and to pay and make available to Employee the Board. Executive compensation and other benefits referred to herein, Employee covenants and agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve withEmployee will not, directly or indirectly, whether as principal, agent, trustee or through the agency of any entity whose corporation, partnership, association or agent (other than as the holder of not more than 5% of the total outstanding stock of any company the securities of which are traded on a regular basis on recognized securities exchanges): (a) while employed under this Agreement and for any period during which Employee is receiving payments from the Company (pursuant to Section 8 hereof) following a termination as a result of Employee's Disability, (i) work for (in any capacity, including without limitation director, officer or employee) and other business materially or IT staffing or consulting company that competes with the depository, lending Company and is located in the United States or other business activities operates within 50 miles of any branch office of the Bank and/or Company, or (ii) recruit, or otherwise influence or attempt to induce employees of the Company to leave the employment of the Company; and (b) for the one-year period immediately following the termination of this Agreement due to the expiration of the term of this Agreement, termination of Employee for Cause, or Employee's voluntary resignation; and for the one year period immediately following the last date on which Employee shall receive payments from the Company pursuant to Section 8 hereof following a termination of employment as a result of Employee's Disability, work for a company or business (in any capacity, including without limitation as director, officer, or employee) that is in the business of providing IT staffing or consultant services that competes with the Company and is located in the Unites States or operates within 50 miles of any branch office of the Company. The parties heretoEmployee has carefully read and considered the provisions of Sections 10, recognizing 11, and 12 hereof and agrees that irreparable injury will result to the Bank and/or restrictions set forth in such sections are fair and reasonable and are reasonably required for the protection of the interests of the Company, its business and property in the event of Executive's breach of this Subsection 9(a) agree that in the event of any such breach by Executiveofficers, the Bank and/or the Company will be entitleddirectors, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the Companyshareholders, and that other employees, for the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Company from pursuing any other remedies available to the Bank and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. (b) 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 protection of the business of the Bank. Executive will notCompany, during or after and to ensure that Employee devotes his full-time and efforts to the term of his employment, disclose any knowledge business of the past, present, planned or considered business activities Company. Employee acknowledges that he is qualified to engage in businesses other than those that are subject to this Section 12. It is the belief of the Bank or affiliates thereof parties, therefore, that the best protection that can be given to the Company that does not in any person, firm, corporation, or other entity way infringe upon the rights of Employee to engage in any unrelated businesses is to provide for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to any federal banking agency with jurisdiction over the Bank or Executive)restrictions described above. Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities In view of the Banksubstantial harm which would result form a breach by Employee of Sections 10, 11 and Executive may disclose any information regarding 12, the Bank or parties agree that the Company which is otherwise publicly availablerestrictions contained therein shall be enforced to the maximum extent permitted by law. In the event that any said restrictions shall be held unenforceable by any court of competent jurisdiction, the parties hereto agree that it is their desire that such court shall substitute a breach or threatened breach reasonable judicially enforceable limitation in place of any limitation deemed unenforceable and that as so modified, the covenant shall be as fully enforceable as if it had been set forth herein by the Executive of the provisions of this Section 9, the Bank will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof, or from rendering any services to any person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Bank from pursuing any other remedies available to the Bank for such breach or threatened breach, including the recovery of damages from Executiveparties.

Non-Competition. (a) Upon any termination of Executive's employment hereunder as a result of which the Bank is paying Executive benefits under pursuant to Section 4 of this Agreement, other than a termination coincident to or following a Change in Controlhereof, Executive agrees not to compete with the Bank and/or the Holding Company or its Subsidiaries for a period of one (1) year following such termination in any city, town or county in which the Bank and/or Executive's normal business office is located and the Holding Company or any of its Subsidiaries has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or the CompanyHolding Company or its Subsidiaries. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the CompanyHolding Company or its Subsidiaries, its business and property in the event of Executive's breach of this Subsection 9(a10(a) agree that in the event of any such breach by Executive, the Bank and/or the Holding Company or its Subsidiaries, will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with under the direction of Executive. Executive represents and admits that in the event of the termination #27938/February 10, 1995 7 of his employment pursuant to Section 7 hereof, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the CompanyHolding Company or its Subsidiaries, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Holding Company or its Subsidiaries from pursuing any other remedies available to the Bank and/or the Holding Company or its Subsidiaries for such breach or threatened breach, including the recovery of damages from Executive. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank Holding Company and affiliates thereof, its Subsidiaries as it may exist from time to time, is a valuable, special and unique asset of the business of the BankHolding Company and its Subsidiaries. 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 Holding Company and its Subsidiaries thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be unless expressly authorized by the Board of Directors or required to be provided to any federal banking agency with jurisdiction over the Bank or Executive)by law. Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Bank, and Executive may disclose any information regarding the Bank or the Company which is otherwise publicly availableHolding Company. In the event of a breach or threatened breach by the Executive of the provisions of this Section 9Section, the Bank Holding Company will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Bank Holding Company or affiliates thereof, its Subsidiaries or from rendering any services to any person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Bank Holding Company from pursuing any other remedies available to the Bank Holding Company for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination of ExecutiveEXECUTIVE's employment hereunder pursuant to an Event of Termination as a result of which the Bank is paying Executive benefits under provided in Section 4 of this Agreementhereof, other than a termination coincident to or following a Change in Control, Executive EXECUTIVE agrees not to compete with the Bank BANK and/or the Company COMPANY for a period of one (1) year following such termination in any cityPerry and ▇▇▇▇▇▇▇ Counties, town or county in which the Bank and/or the Company has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the BoardIndiana. Executive EXECUTIVE agrees that during such period and within said cities, towns and counties, Executive EXECUTIVE shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank BANK and/or the CompanyCOMPANY. The parties hereto, recognizing that irreparable injury will result to the Bank BANK and/or the CompanyCOMPANY, its business and property in the event of ExecutiveEXECUTIVE's breach of this Subsection 9(a11(a) agree that in the event of any such breach by ExecutiveEXECUTIVE, the Bank BANK and/or the Company COMPANY will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by ExecutiveEXECUTIVE, ExecutiveEXECUTIVE's partners, agents, servants, employers, employees and all persons acting for or with ExecutiveEXECUTIVE. Executive EXECUTIVE represents and admits that Executivein the event of the termination of his employment pursuant to Section 4 hereof, EXECUTIVE's experience and capabilities are such that Executive EXECUTIVE can obtain employment in a business engaged in other lines and/or of a different nature than the Bank BANK and/or the CompanyCOMPANY, and that the enforcement of a remedy by way of injunction will not prevent Executive EXECUTIVE from earning a livelihood. Nothing herein will be construed as prohibiting the Bank BANK and/or the Company COMPANY from pursuing any other remedies available to the Bank BANK and/or the Company COMPANY for such breach or threatened breach, including the recovery of damages from ExecutiveEXECUTIVE. (b) Executive EXECUTIVE recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank BANK and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the BankBANK. Executive 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 BANK or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to any federal banking agency with jurisdiction over the Bank or Executive)whatsoever. Notwithstanding the foregoing, Executive EXECUTIVE may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Bank, and Executive may disclose any information regarding the Bank or the Company which is otherwise publicly availableBANK. In the event of a breach or threatened breach by the Executive EXECUTIVE of the provisions of this Section 9Section, the Bank BANK will be entitled to an injunction restraining Executive EXECUTIVE from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Bank BANK or affiliates thereof, or from rendering any services to any person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Bank BANK from pursuing any other remedies available to the Bank BANK for such breach or threatened breach, including the recovery of damages from ExecutiveEXECUTIVE.

Non-Competition. (a) Upon any termination of Executive's ’s employment hereunder hereunder, other than a termination (whether voluntary or involuntary) in connection with a Change in Control, as a result of which the Company and/or the Bank is paying Executive the benefits entitled to Executive under Section 4 of this Agreement, other than a termination coincident to or following a Change in Control, Executive agrees not to compete with the Bank and/or the Company for a period of one (1) year following such termination in any city, town or county in which the Bank and/or the Company has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said area, cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or the Company. The parties hereto, recognizing that irreparable injury will would result to the Bank and/or the Company, its business and property in the event of Executive's ’s breach of this Subsection 9(a) 10(a), agree that in the event of any such breach by Executive, the Bank and/or the Company will would be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's ’s partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will shall be construed as prohibiting the Bank and/or the Company from pursuing any other remedies available to the Bank and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank Company and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the BankCompany. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities of the Bank Company or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to any federal banking agency with jurisdiction over the Bank Company or Executive). Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the BankCompany, and Executive may disclose any information regarding the Bank or the Company which is otherwise publicly available. In the event of a breach or threatened breach by the Executive of the provisions of this Section 9Section, the Bank Company will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Bank Company or affiliates thereof, or from rendering any services to any person, firm, corporation, 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 Company from pursuing any other remedies available to the Bank Company for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination of Executive's employment hereunder hereunder, other than a termination, (whether voluntary or involuntary) in connection with a Change in Control, as a result of which the Bank Association is paying Executive benefits under Section 4 of this Agreement, other than a termination coincident to or following a Change in Control, Executive agrees not to compete with the Bank and/or the Company for a period of one (1) year following such termination in within twenty-five (25) miles of any cityexisting branch of the Bank or any bank subsidiary of the Company, town or county in within twenty-five (25) miles of any office for which the Bank and/or Bank, the Company has an office or a bank subsidiary of the Company has filed an application for regulatory approval to establish an officeapproval, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or the Company. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the Company, its business and property in the event of Executive's breach of this Subsection 9(a) agree that in the event of any such breach by Executive, the Bank and/or the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Company from pursuing any other remedies available to the Bank and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the Bank. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to any federal banking agency with jurisdiction over the Bank or Executive). Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Bank, and Executive may disclose any information regarding the Bank or the Company which is otherwise publicly available. In the event of a breach or threatened breach by the Executive of the provisions of this Section 9, the Bank will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof, or from rendering any services to any person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Bank from pursuing any other remedies available to the Bank for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination of Executive's employment hereunder as a result of which the Bank is paying Executive benefits under Section 4 of this Agreement, other than a termination coincident to or following a Change in Control4, Executive agrees not to compete with the Bank and/or the Company for a period of one (1) year following such termination in any city, town or county in which the Bank and/or the Company has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or the Company. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the Company, its business and property in the event of Executive's breach of this Subsection 9(a) agree that in the event of any such breach by Executive, the Bank and/or the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Company from pursuing any other remedies available to the Bank and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the Bank. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to any federal banking agency with jurisdiction over the Bank or Executive). Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Bank, and Executive may disclose any information regarding the Bank or the Company which is otherwise publicly available. In the event of a breach or threatened breach by the Executive of the provisions of this Section 9, the Bank will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof, or from rendering any services to any person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Bank from pursuing any other remedies available to the Bank for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination of Executive's employment hereunder as a result of which the Bank is paying Executive benefits under pursuant to Section 4 of this Agreement, other than a termination coincident to or following a Change in Controlhereof, Executive agrees not to compete with the Bank and/or the Holding Company or its Subsidiaries for a period of one (1) year following such termination in any city, town or county in which the Bank and/or Executive's normal business office is located and the Holding Company or any of its Subsidiaries has an office or has filed an application for regulatory approval to establish an officeoffice and any county adjacent to such city, town or county, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or the CompanyHolding Company or its Subsidiaries. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the CompanyHolding Company or its Subsidiaries, its business and property in the event of Executive's breach of this Subsection 9(a10(a) agree that in the event of any such breach by Executive, the Bank and/or the Holding Company or its Subsidiaries will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with under the direction of Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Section 7 hereof, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the CompanyHolding Company or its Subsidiaries, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Holding Company or its Subsidiaries from pursuing any other remedies available to the Bank and/or the Holding Company or its Subsidiaries for such breach or threatened breach, including the recovery of damages from Executive. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank Holding Company and affiliates thereof, its Subsidiaries as it may exist from time to time, is a valuable, special and unique asset of the business of the BankHolding Company and its Subsidiaries. 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 Holding Company and its Subsidiaries thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be unless expressly authorized by the Board of Directors or required to be provided to any federal banking agency with jurisdiction over the Bank or Executive)by law. Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Bank, and Executive may disclose any information regarding the Bank or the Company which is otherwise publicly available. In the event of a breach or threatened breach by the Executive of the provisions of this Section 9, the Bank will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof, or from rendering any services to any person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Bank from pursuing any other remedies available to the Bank for such breach or threatened breach, including the recovery of damages from Executive.of

Non-Competition. (a) Upon any termination of Executive's employment hereunder as a result of which the Bank is paying Executive benefits under pursuant to Section 4 of this Agreement, other than a termination coincident to or following a Change in Controlhereof, Executive agrees not to compete with the Bank and/or the Holding Company or its Subsidiaries for a period of one (1) year following such termination in any city, town or county in which the Bank and/or Executive's normal business office is located and the Holding Company or any of its Subsidiaries has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or the CompanyHolding Company or its Subsidiaries. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the CompanyHolding Company or its Subsidiaries, its business and property in the event of Executive's breach of this Subsection 9(a11(a) agree that in the event of any such breach by Executive, the Bank and/or the Holding Company or its Subsidiaries, will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with under the direction of Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Section 8 hereof, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the CompanyHolding Company or its Subsidiaries, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Holding Company or its Subsidiaries from pursuing any other remedies available to the Bank and/or the Holding Company or its Subsidiaries for such breach or threatened breach, including the recovery of damages from Executive. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank Holding Company and affiliates thereof, its Subsidiaries as it may exist from time to time, is a valuable, special and unique asset of the business of the BankHolding Company and its Subsidiaries. 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 Holding Company and its Subsidiaries thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be whatsoever, unless expressly authorized by the Board of Directors or required to be provided to any federal banking agency with jurisdiction over the Bank or Executive)by law. Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Bank, and Executive may disclose any information regarding the Bank or the Company which is otherwise publicly availableHolding Company. In the event of a breach or threatened breach by the Executive of the provisions of this Section 9Section, the Bank Holding Company will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Bank Holding Company or affiliates thereof, its Subsidiaries or from rendering any services to any person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Bank Holding Company from pursuing any other remedies available to the Bank for such breach or threatened breach, including the recovery of damages from Executive.the

Non-Competition. (a) Upon any termination (whether voluntary or involuntary) of Executive's employment hereunder as a result of which the Bank is paying Executive benefits under Section 4 of this Agreement’s employment, other than a termination coincident to (whether voluntary or following involuntary) in connection with a Change in Control, Executive agrees not to compete with the MHC, the Bank and/or and the Company for a period of one (1) year following such termination in within one hundred (100) miles of any cityexisting branch of the Bank, town the Bank’s subsidiaries, or county in any subsidiary of the MHC or the Company, or within one hundred (100) miles of any office for which the Bank and/or Bank, the Bank’s subsidiaries, the Company has an office or a bank subsidiary of the Company has filed an application for regulatory approval to establish an officeapproval, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the MHC, the Bank and/or the Company. The parties hereto, recognizing that irreparable injury will result to the MHC, the Bank and/or the Company, its business and property in the event of Executive's ’s breach of this Subsection 9(a) agree that in the event of any such breach by Executive, the Bank and/or the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's ’s partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that Executive's ’s experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Company from pursuing any other remedies available to the MHC, the Bank and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank MHC, the Bank, the Company and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the BankMHC, the Bank and the Company. 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 MHC, the Bank, the Company or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to any federal banking agency with jurisdiction over the Bank MHC, the Bank, the Company or the Executive). Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the BankMHC, the Bank or the Company, and Executive may disclose any information regarding the MHC, the Bank or the Company which is otherwise publicly available. In the event of a breach or threatened breach by the Executive of the provisions of this Section 9, the MHC, the Bank and/or the Company will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Bank MHC, the Bank, the Company or affiliates thereof, or from rendering any services to any person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the MHC, the Bank or the Company from pursuing any other remedies available to availableto the MHC, the Bank or the Company for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination of Executive's employment hereunder as a result pursuant to Section 4(c) hereof, if the Board of which Directors offers Executive the Bank is paying full amount of severance payment set forth in Section 4(c) hereof, or if Executive benefits under Section 4 accepts any partial severance payment offered by the Board of this Agreement, other than a termination coincident to or following a Change in ControlDirectors, Executive agrees not to compete with the Bank and/or the Company for a period of one (1) year three years following such termination in within 100 miles of any city, town or county in which the Bank and/or the Company has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and countiessuch area, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or the Company. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the Company, its business and property in the event of Executive's breach of this Subsection 9(a10(a) agree that in the event of any such breach by Executive, the Bank and/or the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Company from pursuing any other remedies available to the Bank and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the Bank. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to any federal banking agency with jurisdiction over the Bank or Executive)whatsoever. Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Bank, and Executive may disclose any information regarding the Bank or the Company which is otherwise publicly available. In the event of a breach or threatened breach by the Executive of the provisions Provisions of this Section 910, the Bank will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof, or from rendering any services to any person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Bank from pursuing any other remedies available to the Bank for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination of Executive's employment hereunder as a result of which the Bank is paying Executive benefits under pursuant to Section 4 of this Agreement, other than a termination coincident to or following a Change in Control, Executive agrees not to compete with the Bank and/or the Holding Company or its Subsidiaries for a period of one (1) year following such termination in any city, town or county in which Executive's normal business office is located and the Bank and/or the Holding Company or any of its Subsidiaries has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or the CompanyHolding Company or its Subsidiaries. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the CompanyHolding Company or its Subsidiaries, its business and property in the event of Executive's breach of this Subsection 9(a10(a) agree that in the event of any such breach by Executive, the Bank and/or the Holding Company or its Subsidiaries, will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with under the direction of Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Section 4 of this Agreement, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the CompanyHolding Company or its Subsidiaries, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Holding Company or its Subsidiaries from pursuing any other remedies available to the Bank and/or the Holding Company or its Subsidiaries for such breach or threatened breach, including the recovery of damages from Executive. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank Holding Company and affiliates thereof, its Subsidiaries as it may exist from time to time, is a valuable, special and unique asset of the business of the BankHolding Company and its Subsidiaries. Executive will not, during or after the term of his Executive's employment, disclose any knowledge of the past, present, planned or considered business activities of the Bank or affiliates Holding Company and its Subsidiaries thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be unless expressly authorized by the Board of Directors or required to be provided to any federal banking agency with jurisdiction over the Bank or Executive)by law. Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Bank, and Executive may disclose any information regarding the Bank or the Company which is otherwise publicly availableHolding Company. In the event of a breach or threatened breach by the Executive of the provisions of this Section 910, the Bank Holding Company will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Bank Holding Company or affiliates thereof, its Subsidiaries or from rendering any services to any person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Bank Holding Company from pursuing any other remedies available to the Bank Holding Company for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination of Executive's employment hereunder as a result of which the Bank is paying Executive benefits under pursuant to Section 4 of this Agreement, other than a termination coincident to or following a Change in Control, Executive agrees not to compete with the Bank and/or the Company for a period of one (1) year following such termination in any city, town or county in which Executive's normal business office is located and the Bank and/or the Company has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or the CompanyBank. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the CompanyBank, its business and property in the event of Executive's breach of this Subsection 9(a10(a) agree that in the event of any such breach by Executive, the Bank and/or the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with under the direction of Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Section 4 of this Agreement, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the CompanyBank, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Company from pursuing any other remedies available to the Bank and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank and its affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the Bank. Executive will not, during or after the term of his Executive's employment, disclose any knowledge of the past, present, planned or considered business activities of the Bank or and its affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be unless expressly authorized by the Board of Directors or required to be provided to any federal banking agency with jurisdiction over the Bank or Executive)by law. Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Bank, and Executive may disclose any information regarding the Bank or the Company which is otherwise publicly available. In the event of a breach or threatened breach by the Executive of the provisions of this Section 910, the Bank will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Bank or its affiliates thereof, or from rendering any services to any person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Bank from pursuing any other remedies available to the Bank for such breach or threatened breach, including the recovery of damages from Executive.