Common use of Non-Solicitation and Non-Competition Clause in Contracts

Non-Solicitation and Non-Competition. The Employer and Executive have agreed that the primary service area of the Employer’s lending and deposit taking functions in which Executive will actively participate extends separately to an area that encompasses a twenty-five (25) mile radius from any office or location of the Employer or its affiliates at which Executive services or had supervisory responsibility, in each of the 18 months prior to termination. (collectively, the “Restricted Area”). Therefore, as an essential ingredient of and in consideration of this Agreement and his employment by the Employer, Executive agrees that, during his employment with the Employer and for a period of twelve (12) months immediately following the termination of his employment (the “Restricted Period”), for whatever reason, where such termination occurs during the Employment Period or thereafter, he will not, except with the express prior written consent of the Employer, directly or indirectly, do any of the following (all of which are collectively referred to in this agreement as the “Restrictive Covenant”): (i) Executive will not, directly or indirectly, either for himself/herself, or any Financial Institution: (1) induce or attempt to induce any employee of the Employer or any of its Affiliates to leave the employ of the Employer or any of its Affiliates; (2) in any way interfere with the relationship between the Employer or any of its Affiliates and any employee of the Employer or any of its Affiliates; or (3) induce or attempt to induce any customer, supplier, licensee, or business relation of the Employer or any of its Affiliates to cease doing business with the Employer or any of its Affiliates or in any way interfere with the relationship between the Employer or any of its Affiliates and their respective customers, suppliers, licensees or business relations. (ii) Executive will not, directly or indirectly, either for himself/herself, or any Financial Institution, solicit the business of any person or entity known to Executive to be a customer of the Employer or any of its Affiliates, where Executive, or any person reporting to Executive, had personal contact with such person or entity, with respect to products, activities or services which compete in whole or in part with the products, activities or services of the Employer or any of its Affiliates. (iii) Engage or invest in, own, manage, operate, finance, control, or participate in the ownership, management, operation or control of, be employed by, associated with, or in any manner connected with, serve as a director, officer or consultant to, lend his name or any similar name to, lend his credit to, or render services or advice to, any person, firm, partnership, corporation or trust which owns, operates or is in the process of forming, a bank, savings and loan association, credit union or similar financial institution (a “Financial Institution”) with an office located, or to be located at an address identified in a filing with any regulatory authority, within the Restricted Area; provided however, that the ownership by Executive of shares of the capital stock of any Financial Institution which shares are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System and which do not represent more than five percent (5%) of the institution’s outstanding capital stock, shall not violate any terms of this Agreement. (iv) Executive will not, directly or indirectly, serve as the agent, broker or representative of, or otherwise assist, any person or entity in obtaining services or products from any Financial Institution within the Restricted Area, with respect to the products, activities or services which compete in whole or in part with the products, activities or services of the Employer or any of its Affiliates. Notwithstanding the foregoing, in the event of a Termination or resignation for Good Reason paragraphs 8(c)(iii) and 8(c)(iv) shall not apply.

Non-Solicitation and Non-Competition. 16.1. During the Employee’s employment, the Employee would have dealt with and/or will be dealing with the Employer’s and/or its affiliates’ customers, clients, suppliers, agents, consultants and/or employees. The Employee hereby acknowledges that it is commercially important to the Employer that he is restricted in the way he deals with such persons following the end of his employment, and Executive have agreed accordingly he agrees to the restrictions set out in this Clause 16. 16.2. The Employee hereby undertakes that he will not (without the primary service area prior written consent of the Employer) for the period of 12 months immediately from the date of leaving the Employer’s lending and deposit taking functions in employment (the “Termination Date”), regardless of the reason for leaving: 16.2.1. negotiate with, solicit business from or endeavour to entice away from the Employer or its affiliates the business of any person, firm, company or organisation who or which Executive will actively participate extends separately to an area that encompasses the Employee’s knowledge is or was a twenty-five (25) mile radius from any office customer, client or location agent of the Employer or its affiliates at which Executive services (or who had supervisory responsibility, in each of the 18 months prior to termination. (collectively, the “Restricted Area”). Therefore, as an essential ingredient of and in consideration of this Agreement and his employment by the Employer, Executive agrees that, during his employment regular business dealings with the Employer and for a or its affiliates) during the period of twelve (12) 12 months immediately following preceding the termination Termination Date and with whom he had direct dealings or personal contact in the course of his employment (during that period, so as to harm the “Restricted Period”)goodwill or otherwise damage the business of the Employer or its affiliates; 16.2.2. undertake to provide in competition with the Employer or its affiliates any service or manufacture or supply any product to or for any person who is or was a customer, for whatever reason, where such termination occurs client or agent of or supplier to or who had regular business dealings with the Employer or its affiliates during the Employment Period period of 12 months immediately preceding the Termination Date; 16.2.3. solicit or thereafter, he will not, except endeavour to entice away from or discourage from dealing with the express prior written consent Employer or its affiliates or introduce or refer to a competitor of the EmployerEmployer or its affiliates any person who before or after the Termination Date is a supplier to the Employer or its affiliates whether or not such person would commit a breach of contract by reason of leaving service or transferring business; and 16.2.4. interfere with, directly solicit or indirectlyendeavour to entice away from the Employer or its affiliates any person who to the Employee’s knowledge is and was, do any of at the following (all of which are collectively referred to in this agreement as the “Restrictive Covenant”): (i) Executive will not, directly or indirectly, either for himself/herselfTermination Date, or any Financial Institution: (1) induce or attempt to induce any within the period of 12 months immediately preceding the Termination Date an employee of the Employer or any of its Affiliates to leave the employ of the Employer or any of its Affiliates; (2) in any way interfere with the relationship between the Employer or any of its Affiliates and any employee of the Employer or any of its Affiliates; or (3) induce or attempt to induce any customer, supplier, licensee, or business relation of the Employer or any of its Affiliates to cease doing business with the Employer or any of its Affiliates or in any way interfere with the relationship between the Employer or any of its Affiliates and their respective customers, suppliers, licensees or business relationsaffiliates. (ii) Executive will not, directly or indirectly, either for himself/herself, or any Financial Institution, solicit the business of any person or entity known to Executive to be a customer of the Employer or any of its Affiliates, where Executive, or any person reporting to Executive, had personal contact with such person or entity, with respect to products, activities or services which compete in whole or in part with the products, activities or services of the Employer or any of its Affiliates. (iii) Engage or invest in, own, manage, operate, finance, control, or participate in the ownership, management, operation or control of, be employed by, associated with, or in any manner connected with, serve as a director, officer or consultant to, lend his name or any similar name to, lend his credit to, or render services or advice to, any person, firm, partnership, corporation or trust which owns, operates or is in the process of forming, a bank, savings and loan association, credit union or similar financial institution (a “Financial Institution”) with an office located, or to be located at an address identified in a filing with any regulatory authority, within the Restricted Area; provided however, that the ownership by Executive of shares of the capital stock of any Financial Institution which shares are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System and which do not represent more than five percent (5%) of the institution’s outstanding capital stock, shall not violate any terms of this Agreement. (iv) Executive will not, directly or indirectly, serve as the agent, broker or representative of, or otherwise assist, any person or entity in obtaining services or products from any Financial Institution within the Restricted Area, with respect to the products, activities or services which compete in whole or in part with the products, activities or services of the Employer or any of its Affiliates. Notwithstanding the foregoing, in the event of a Termination or resignation for Good Reason paragraphs 8(c)(iii) and 8(c)(iv) shall not apply.

Non-Solicitation and Non-Competition. The Employer and Executive have agreed that the primary service area of the Employer’s lending and deposit taking functions in which Executive will actively participate extends separately to an area that encompasses a twenty-five (25) mile radius from any office or location of the Employer or its affiliates at which Executive services or had supervisory responsibilityCompany’s Effingham, in each of the 18 months prior to termination. Illinois headquarters (collectively, the “Restricted Area”). Therefore, as an essential ingredient of and in consideration of this Agreement and his employment by the Employer, Executive agrees that, during his employment with the Employer and for a period of twelve (12) months immediately following the termination of his employment (the “Restricted Period”), for whatever reason, where such termination occurs during the Employment Period or thereafter, he will not, except with the express prior written consent of the Employer, directly or indirectly, do any of the following (all of which are collectively referred to in this agreement as the “Restrictive Covenant”): (i) Executive will not, directly or indirectly, either for himself/herself, or any Financial Institution: (1) induce or attempt to induce any employee of the Employer or any of its Affiliates to leave the employ of the Employer or any of its Affiliates; (2) in any way interfere with the relationship between the Employer or any of its Affiliates and any employee of the Employer or any of its Affiliates; or (3) induce or attempt to induce any customer, supplier, licensee, or business relation of the Employer or any of its Affiliates to cease doing business with the Employer or any of its Affiliates or in any way interfere with the relationship between the Employer or any of its Affiliates and their respective customers, suppliers, licensees or business relations. (ii) Executive will not, directly or indirectly, either for himself/herself, or any Financial Institution, solicit the business of any person or entity known to Executive to be a customer of the Employer or any of its Affiliates, where Executive, or any person reporting to Executive, had personal contact with such person or entity, with respect to products, activities or services which compete in whole or in part with the products, activities or services of the Employer or any of its Affiliates. (iii) Engage or invest in, own, manage, operate, finance, control, or participate in the ownership, management, operation or control of, be employed by, associated with, or in any manner connected with, serve as a director, officer or consultant to, lend his name or any similar name to, lend his credit to, or render services or advice to, any person, firm, partnership, corporation or trust which owns, operates or is in the process of forming, a bank, savings and loan association, credit union or similar financial institution (a “Financial Institution”) with an office located, or to be located at an address identified in a filing with any regulatory authority, within the Restricted Area; provided however, that the ownership by Executive of shares of the capital stock of any Financial Institution which shares are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System and which do not represent more than five percent (5%) of the institution’s outstanding capital stock, shall not violate any terms of this Agreement. (iv) Executive will not, directly or indirectly, serve as the agent, broker or representative of, or otherwise assist, any person or entity in obtaining services or products from any Financial Institution within the Restricted Area, with respect to the products, activities or services which compete in whole or in part with the products, activities or services of the Employer or any of its Affiliates. Notwithstanding the foregoing, in the event of a Termination or resignation for Good Reason paragraphs 8(c)(iii7(c)(iii) and 8(c)(iv7(c)(iv) shall not apply.

Non-Solicitation and Non-Competition. The Employer (a) (i) Parent and Executive have agreed the Sellers acknowledge and agree that the primary service area proprietary information of the Employer’s lending and deposit taking functions in which Executive will actively participate extends separately Companies includes confidential data pertaining to an area that encompasses a twenty-five (25) mile radius from any office or location customers of the Employer Companies, that such data and goodwill are valuable and unique assets of the Companies’ business and that the success or its affiliates at failure of the Companies’ highly specialized business is dependent in large part upon the ability of the Companies and their Affiliates to establish and maintain close and continuing personal contacts and working relationships with such customers, and to develop proposals that are specifically devised, refined, and adjusted to meet, satisfy, and coincide with the interests and requirements of such customers. Moreover, Parent and the Sellers acknowledge and agree that they are heavily identified with the goodwill of the Companies and their Affiliates, which Executive services or had supervisory responsibilitygoodwill Buyer is purchasing, and Parent and the Sellers are selling, in each connection with Buyer’s purchase of the 18 months prior Companies and their assets. Therefore, for the duration of the Restricted Period, Parent and each Seller will not, and Parent will ensure that its Affiliates and any Person directly or indirectly controlling, controlled by, or under common control with Parent or any of its Affiliates will not, for any reason, individually or collectively or in conjunction with others, directly or indirectly: (A) solicit or encourage (or assist another in soliciting or encouraging) any Covered Customer to termination. terminate such customer’s relationship with either Company or any of their Affiliates, (collectivelyB) solicit or encourage (or assist another in soliciting or encouraging) any Covered Customer located anywhere within San Francisco, California or within 200 miles thereof or within Pittsburgh, Pennsylvania or within 120 miles thereof (the “Restricted Area”). Therefore) to become a customer of Parent, as an essential ingredient of and in consideration of this Agreement and his employment by the Employera Seller or any other Person, Executive agrees thatif Parent, during his employment with the Employer and for a period of twelve (12) months immediately following the termination of his employment (the “Restricted Period”), for whatever reason, where such termination occurs during the Employment Period Seller or thereafter, he will not, except with the express prior written consent of the Employer, directly such other Person offers products or indirectly, do any of the following (all of services which are collectively referred to in this agreement as the “Restrictive Covenant”): (i) Executive will not, directly or indirectly, competitive with those offered by either for himself/herselfCompany, or any Financial Institution: (1C) induce provide products or attempt services that are competitive with those offered by either Company to induce any employee of a Covered Customer located anywhere within the Employer Restricted Area to which either Company or any of its their Affiliates to leave provided such products or services; provided, however, that subsections (B) and (C) shall not restrict the employ activities of the Employer Parent or a Seller, their Affiliates or any of its Affiliates; (2) in any way interfere with the relationship between the Employer Person directly or any of its Affiliates and any employee of the Employer or any of its Affiliates; or (3) induce or attempt to induce any customerindirectly controlling, supplier, licenseecontrolled by, or business relation of the Employer or any of its Affiliates to cease doing business under common control with the Employer or any of its Affiliates or in any way interfere with the relationship between the Employer or any of its Affiliates and their respective customers, suppliers, licensees or business relations. (ii) Executive will not, directly or indirectly, either for himself/herself, or any Financial Institution, solicit the business of any person or entity known to Executive to be a customer of the Employer Parent or any of its Affiliates, where Executive, or any person reporting to Executive, had personal contact with such person or entity, with respect to products, activities or services which compete in whole or in part with the products, activities or services any office of a Covered Customer that is located outside of the Employer or any of its Affiliates. (iiiRestricted Area as long as the decision making by the Covered Customer with respect to such activities are made by person(s) Engage or invest in, own, manage, operate, finance, control, or participate in the ownership, management, operation or control of, be employed by, associated with, or in any manner connected with, serve as a director, officer or consultant to, lend his name or any similar name to, lend his credit to, or render services or advice to, any person, firm, partnership, corporation or trust which owns, operates or is in the process of forming, a bank, savings and loan association, credit union or similar financial institution (a “Financial Institution”whose primary office(s) with an office located, or to be are located at an address identified in a filing with any regulatory authority, within outside the Restricted Area; provided however, that the ownership by Executive of shares of the capital stock of any Financial Institution which shares are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System and which do not represent more than five percent (5%) of the institution’s outstanding capital stock, shall not violate any terms of this Agreement. (iv) Executive will not, directly or indirectly, serve as the agent, broker or representative of, or otherwise assist, any person or entity in obtaining services or products from any Financial Institution within the Restricted Area, with respect to the products, activities or services which compete in whole or in part with the products, activities or services of the Employer or any of its Affiliates. Notwithstanding the foregoing, in the event of a Termination or resignation for Good Reason paragraphs 8(c)(iii) and 8(c)(iv) shall not apply.

Non-Solicitation and Non-Competition. The Employer and Executive have agreed that the primary service area (a) Upon termination of the Employer’s lending and deposit taking functions in which Executive will actively participate extends separately to an area that encompasses a twenty-five (25) mile radius from any office or location provisions of the Employer or its affiliates at which Executive services or had supervisory responsibility, in each of the 18 months prior to termination. (collectively, the “Restricted Area”). Therefore, as an essential ingredient of and in consideration Section 2.04 of this Agreement and his employment as a result of either an election of non-renewal by Purchaser or the Employertermination by Seller for a reason stated in Section 6.01(d), Executive Purchaser agrees that, during his employment with the Employer and that for a period of twelve two (122) months immediately following the termination of his employment (the “Restricted Period”), for whatever reason, where such termination occurs during the Employment Period or thereafter, he will not, except with the express prior written consent of the Employer, directly or indirectly, do any of the following (all of which are collectively referred to in this agreement as the “Restrictive Covenant”): (i) Executive years it will not, directly or indirectly, either for himself/herselfin its own capacity or as an agent, stockholder, manager, partner, advisor, financial backer, or owner of any Financial Institution: Person, or in any other manner or capacity, solicit Company Producers (1other than Company Producers who were Shared Producers at the date of this Agreement or were Excluded Shared Producers) induce with respect to providing financing for policies on insureds residing in New York, New Jersey or attempt to induce any employee Pennsylvania. (b) Seller and Parent each agrees that without the prior written consent of the Employer or Purchaser, except as contemplated by Section 2.04 of this Agreement, neither it nor any of its Affiliates to leave subsidiaries shall, during the employ period that sales of the Employer Subsequently Acquired Receivables are being made under Section 2.04 of this Agreement, either in its own capacity or any of its Affiliates; (2) in any way interfere with the relationship between the Employer or any of its Affiliates and any employee of the Employer or any of its Affiliates; or (3) induce or attempt to induce any customeras an agent, supplierstockholder, licenseemanager, partner, advisor, financial backer, or business relation owner of the Employer or any of its Affiliates to cease doing business with the Employer or any of its Affiliates Person, or in any way interfere other manner or capacity, (i) engage in, consult with others in or concerning or have a financial interest in the relationship between business of providing financing of Policies (“Business”) anywhere within the Employer New York, New Jersey or any of its Affiliates and their respective customers, suppliers, licensees or business relations. Pennsylvania; (ii) Executive will notsupply to any person or company who is engaged in the Business any information regarding the identity or address of any customer or employee of Seller that was engaged in the Business prior to the Closing or of any customer or employee of Purchaser; (iii) represent, approach, solicit, hire or otherwise deal with, directly or indirectly, either for himself/herself, (A) any customer of Purchaser or any Financial Institution, solicit the business of any person or entity known to Executive to be who was a customer of Seller regarding the Employer Business, or (B) any employee of Purchaser; or (iv) divert any business opportunity directly relating to the Business from Purchaser; provided, that the foregoing shall not prohibit Parent or Seller or any of their subsidiaries from servicing or otherwise dealing with Excluded Receivables or Contracts that Purchaser rejects pursuant to Section 2.04, nor prohibit Parent or Seller or any of their subsidiaries from holding for investment purposes nominal ownership interests (i.e., less than 5% of the total ownership interest) in, any entity which engages in the Business, provided, that neither Parent nor Seller nor any of their subsidiaries or any of its Affiliates, where Executive, affiliates provides any such entity with information regarding the Business of Purchaser or Seller or is engaged in the management of such entity. Nothing herein shall be construed to limit any person reporting to Executive, had personal contact with such person activities of Seller or entity, with respect to products, activities or services which compete in whole or in part with Parent following the products, activities or services termination of the Employer or any of its AffiliatesSection 2.04. (iiic) Engage Notwithstanding anything to the contrary contained herein, and if, and only if, a provision of the type contained in this clause (c) is enforceable under the jurisdiction in question, if any one or invest in, own, manage, operate, finance, control, or participate in more of the ownership, management, operation or control of, be employed by, associated with, or provisions contained in any manner connected with, serve as a director, officer or consultant to, lend his name or clause of this Section 5.17 shall for any similar name to, lend his credit to, or render services or advice to, any person, firm, partnership, corporation or trust which owns, operates or is in the process of forming, a bank, savings and loan association, credit union or similar financial institution (a “Financial Institution”) with an office located, or reason be held to be located at an address identified in a filing with any regulatory authorityexcessively broad as to time, within the Restricted Area; provided howeverduration, that the ownership geographical scope, activity or subject, said provision shall be construed by Executive of shares of the capital stock of any Financial Institution which shares are listed on a securities exchange limiting or quoted on the National Association of Securities Dealers Automated Quotation System and which do not represent more than five percent (5%) of the institution’s outstanding capital stock, shall not violate any terms of this Agreement. (iv) Executive will not, directly or indirectly, serve reducing it so as the agent, broker or representative of, or otherwise assist, any person or entity in obtaining services or products from any Financial Institution within the Restricted Area, with respect to be enforceable to the products, activities or services which compete in whole or in part extent compatible with the products, activities or services of the Employer or any of its Affiliates. Notwithstanding the foregoing, in the event of a Termination or resignation for Good Reason paragraphs 8(c)(iii) and 8(c)(iv) applicable law as it shall not applythen appear.

Non-Solicitation and Non-Competition. The Employer and Executive have agreed that the primary service area of the Employer’s lending and deposit taking functions in which Executive will actively participate extends separately to an area that encompasses a twenty-five (25) mile radius from any office or location of the Employer or its affiliates at which Executive services or had supervisory responsibility, in each of the 18 months prior to termination. (collectively, the “Restricted Area”). Therefore, as an essential ingredient of and in consideration of this Agreement and his employment by the Employer, Executive agrees that, during his employment with the Employer and for A. For a period of twelve (12) months immediately following the termination of his employment (the “Restricted Period”)two years beginning December 31, for whatever reason2019, where such termination occurs during the Employment Period or thereafter, he Employee agrees that Employee will not, except with without the express prior written consent of the EmployerBank (i) solicit, divert, take away or deprive the Bank of any business from any customer of the Bank for or on behalf of any competitive business, regardless of where the business or customer is located, if such customer was a customer or active prospect of the Bank during the period of Employee’s employment by the Bank (the customer’s preference in this matter shall not affect operation of this covenant), or (ii) offer employment to or employ on behalf of Employee or any competitor of the Bank, any person who, at any time within the prior three (3) years, shall have been employed by the Bank or any parent, subsidiary or affiliate of the Bank. B. For a period of one year beginning December 31, 2019, Employee agrees that Employee will not, without the written consent of the Bank, engage in any business activity, directly or indirectly, do any on Employee's own behalf or as a partner, owner, officer, stockholder (except by ownership of the following (all of which are collectively referred to in this agreement as the “Restrictive Covenant”): (i) Executive will not, directly or indirectly, either for himself/herself, or any Financial Institution: less than one percent (1) induce or attempt to induce any employee of the Employer or any of its Affiliates to leave the employ of the Employer or any of its Affiliates; (2) in any way interfere with the relationship between the Employer or any of its Affiliates and any employee of the Employer or any of its Affiliates; or (3) induce or attempt to induce any customer, supplier, licensee, or business relation of the Employer or any of its Affiliates to cease doing business with the Employer or any of its Affiliates or in any way interfere with the relationship between the Employer or any of its Affiliates and their respective customers, suppliers, licensees or business relations. (ii) Executive will not, directly or indirectly, either for himself/herself, or any Financial Institution, solicit the business of any person or entity known to Executive to be a customer of the Employer or any of its Affiliates, where Executive, or any person reporting to Executive, had personal contact with such person or entity, with respect to products, activities or services which compete in whole or in part with the products, activities or services of the Employer or any of its Affiliates. (iii) Engage or invest in, own, manage, operate, finance, control, or participate in the ownership, management, operation or control of, be employed by, associated with, or in any manner connected with, serve as a director, officer or consultant to, lend his name or any similar name to, lend his credit to, or render services or advice to, any person, firm, partnership, corporation or trust which owns, operates or is in the process of forming, a bank, savings and loan association, credit union or similar financial institution (a “Financial Institution”) with an office located, or to be located at an address identified in a filing with any regulatory authority, within the Restricted Area; provided however, that the ownership by Executive of shares of the capital stock of any Financial Institution which shares are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System and which do not represent more than five percent (5%) of the institutionoutstanding stock of a publicly held corporation), director, trustee, principal, agent, employee, consultant or otherwise, of any person, bank, firm or corporation which is competitive with any activity in which the Bank or any parent, subsidiary, affiliate, successor or assignee of the Bank is engaged at the time. This covenant shall be limited to those areas where the Bank or any parent, subsidiary, affiliate, successor or assignee is, at the time of reference, doing business. Employee may share the terms of these restrictive covenants set forth in this section of the Agreement with prospective employers solely for the purpose of ensuring compliance with these restrictive covenants. C. The parties acknowledge that this Section is fair and reasonable under the circumstances. It is the desire and intent of the parties that the provisions of this Section shall be enforced to the fullest extent permitted by law. The Bank is entitled to, and Employee agrees not to oppose the Bank’s outstanding capital stockrequest for, equitable relief in the form of specific performance, a temporary restraining order, a temporary or permanent injunction or other equitable remedy. Accordingly, if any particular portion of this Section shall be adjudicated to be invalid or unenforceable, this Section shall be deemed amended to (i) reform the particular portion to provide for such maximum restrictions as will be valid and enforceable or, if that is not possible, (ii) delete the portion adjudicated to be invalid or unenforceable, such reformation or deletion to apply only with respect to the operation of this Section in the particular jurisdiction in which the adjudication is made. D. Employee acknowledges that during the course of employment, Employee has and will acquire confidential information about the business of the Bank, its customers and prospective customers and other information and systems utilized by the Bank, and that such confidential information would provide an unfair advantage in competing with the Bank. Based upon the foregoing, Employee acknowledges that the covenants contained in this Section (i) are necessary for the protection of the Bank, (ii) do not impose undue hardship on Employee and (iii) are not injurious to the public. E. Employee acknowledges and agrees that these covenants are the essence of this Agreement and shall be construed as independent of any other provision of this Agreement, and the existence of any claim or cause of action of Employee against the Bank, whether predicated on this Agreement or otherwise, shall not violate constitute a defense to the enforcement by the Bank of any terms of these covenants. Employee acknowledges and agrees that if Employee breaches any of these covenants, the Bank will suffer irreparable harm and will have no adequate remedy at law. F. If it is judicially determined that Employee has violated any obligations under this Agreement, then the period applicable to each obligation determined to have been violated shall automatically be extended by a period of time equal in length to the period during which such violation(s) occurred and by any time required for enforcement. G. Employee agrees that this Agreement is specifically conditioned upon Employee entering into these covenants. No other promise or inducement, other than specifically included in this Agreement, has been given for entering into these covenants. These covenants shall survive the termination of this Agreement. (iv) Executive will not, directly or indirectly, serve as the agent, broker or representative of, or otherwise assist, any person or entity in obtaining services or products from any Financial Institution within the Restricted Area, with respect to the products, activities or services which compete in whole or in part with the products, activities or services of the Employer or any of its Affiliates. Notwithstanding the foregoing, in the event of a Termination or resignation for Good Reason paragraphs 8(c)(iii) and 8(c)(iv) shall not apply.

Non-Solicitation and Non-Competition. The Employer and Executive have agreed that (a) During the primary service area “Non-Competition Period” (hereinafter defined), as long as Versar is not in default of the Employer’s lending and deposit taking functions in which Executive will actively participate extends separately to an area that encompasses a twenty-five (25) mile radius from any office or location of the Employer or its affiliates at which Executive services or had supervisory responsibility, in each of the 18 months prior to termination. (collectivelyobligations under Section 5(b), the “Restricted Area”). Therefore, as an essential ingredient of and in consideration of this Agreement and his employment by the Employer, Executive agrees that, during his employment with the Employer and for a period of twelve (12) months immediately following the termination of his employment (the “Restricted Period”), for whatever reason, where such termination occurs during the Employment Period or thereafter, he will not, except with the express prior written consent of the Employer, Employee shall not directly or indirectly, do any of the following (all of which are collectively referred to in this agreement as the “Restrictive Covenant”): indirectly (i) Executive will not, directly employ or indirectly, either solicit for himself/herselfemployment, or assist in any Financial Institution: (1) induce or attempt to induce way in solicitation for employment, any employee of person employed by the Employer or any of its Affiliates to leave then or at any time within the employ preceding eighteen (18) months; (ii) solicit, or assist in any way in the solicitation of “Business” (hereinafter defined) from any of the Employer’s or any of its Affiliates’ customers with whom Employee has had material contact or prospective customers with whom Employee has had material contact, either for the Employee’s own benefit or the benefit of anyone other than the Employer or any of its Affiliates; (2) in any way interfere , unless the business being solicited is not competitive with the relationship between the Employer services or any of its Affiliates and any employee of products provided by the Employer or any of its Affiliates; or (3iii) induce or attempt to induce any customer, supplier, licensee, or business relation of the Employer Employer’s or any of its Affiliates Affiliates’ customers with whom Employee has had material contact or prospective customers with whom Employee has had material contact to cease doing business with reduce its purchase of services or products from the Employer or any of its Affiliates or in any way interfere with the relationship between to cease having the Employer or any of its Affiliates and their respective customers, suppliers, licensees provide services or business relations. (ii) Executive will not, directly prospective services or indirectly, either for himself/herself, or any Financial Institution, solicit the business of any person or entity known to Executive to be a customer of having the Employer or any of its Affiliates, where Executive, Affiliates develop products or prospective products for any person reporting to Executive, had personal contact with such person customer or entity, with respect to products, activities or services which compete in whole or in part with the products, activities or services of the Employer or any of its Affiliatesprospective customer. (iiib) Engage For purposes of this Employment Agreement, the term “Non-Competition Period” shall include the period that Employee is employed or invest inretained by Employer (or an Affiliate or subsidiary of Employer) and after Employer’s employment ceases, ownthen for a period equal to twelve (12) months after the Employment Termination Date; provided, manage, operate, finance, control, or participate in the ownership, management, operation or control of, be employed by, associated with, or in any manner connected with, serve as a director, officer or consultant to, lend his name or any similar name to, lend his credit to, or render services or advice to, any person, firm, partnership, corporation or trust which owns, operates or is in the process of forming, a bank, savings and loan association, credit union or similar financial institution (a “Financial Institution”) with an office located, or to be located at an address identified in a filing with any regulatory authority, within the Restricted Area; provided however, that in all events Employer, by written notice to Employee not later than four (4) months following the ownership by Executive of shares of Employment Termination Date, may extend the capital stock of Non-Competition Period for an additional twelve (12) months. During any Financial Institution which shares are listed on a securities exchange or quoted extended Non-Competition Period, Employer shall pay to Employee Employee’s Base Salary (as in effect on the National Association of Securities Dealers Automated Quotation System Employment Termination Date) in pay periods and which do not represent more than five percent (5%) of on the institutionsame schedule as Employer’s outstanding capital stockgeneral payroll, shall not violate any terms of this Agreementsubject to all legally required payroll deductions and withholdings. (iv) Executive will not, directly or indirectly, serve as the agent, broker or representative of, or otherwise assist, any person or entity in obtaining services or products from any Financial Institution within the Restricted Area, with respect to the products, activities or services which compete in whole or in part with the products, activities or services of the Employer or any of its Affiliates. Notwithstanding the foregoing, in the event of a Termination or resignation for Good Reason paragraphs 8(c)(iii) and 8(c)(iv) shall not apply.

Non-Solicitation and Non-Competition. The Employer and Executive have agreed that the primary service area (a) In consideration of the Employer’s lending payments and deposit taking functions in which Executive will actively participate extends separately to an area that encompasses a twenty-five (25) mile radius from any office or location of the Employer or its affiliates at which Executive services or had supervisory responsibility, in each of the 18 months prior to termination. (collectivelypromises provided under this Agreement, the “Restricted Area”). Therefore, as an essential ingredient sufficiency of and in consideration of this Agreement and his employment by the Employerwhich is expressly acknowledged, Executive agrees that, during his employment with that for the Employer and for a thirty-six (36) month period of twelve (12) months immediately following the termination Date of his employment (the “Restricted Period”), for whatever reason, where such termination occurs during the Employment Period or thereafter, Resignation he will shall not, except with without the express prior written consent of the EmployerCompany, directly or indirectly, do any of the following (all of which are collectively referred to in this agreement as the “Restrictive Covenant”): (i) Executive will notinduce, directly entice or indirectly, either for himself/herself, or any Financial Institution: solicit (1) induce or attempt to induce induce, entice or solicit) any person who is an employee of the Employer or any of its Affiliates to leave the employ of the Employer or any of its Affiliates; (2) in any way interfere with the relationship between the Employer or any of its Affiliates and any employee of the Employer or any of its Affiliates; or (3) induce or attempt to induce any customer, supplier, licensee, or business relation of the Employer or any of its Affiliates to cease doing business with the Employer Company or any of its Affiliates or in any way interfere with Ventures to leave the relationship between employment of the Employer Company or any of its Affiliates and their respective customersor Ventures, suppliers, licensees or business relations. (ii) Executive will not, directly solicit or indirectly, either for himself/herself, or any Financial Institution, attempt to solicit the business of any person or entity known to Executive to be a customer acquisition prospect of the Employer Company or any of its Affiliates or Ventures with whom Executive had any actual contact while employed by the Company or any of its Affiliates, where Executiveor (iii) hire, engage, employ or assist any third party in hiring, engaging or employing any person reporting who is at such time (or was at any time within six (6) months prior to Executive, had personal contact with the date of such person employment or entity, with respect to products, activities engagement) employed or services which compete in whole or in part with engaged by the products, activities or services of the Employer Company or any of its AffiliatesAffiliates or Ventures as an employee, agent, representative, consultant or independent contractor to perform any work or render any service similar or related to that provided by such person to the Company or any of its Affiliates or Ventures. The provisions of this subparagraph 8(a) shall not prohibit Executive from speaking with persons who respond to general advertisements or who contact a business with which Executive is affiliated through an independent recruiting firm that has not been directed to solicit interest from any person who is an employee of the Company, any of its Affiliates or Ventures. (iiib) Engage In consideration of the payments and promises provided under this Agreement, the sufficiency of which is expressly acknowledged, Executive agrees that for the thirty-six (36) month period following the Date of Resignation he will not perform any act, engage in any conduct or invest incourse of action or make or publish any adverse or untrue or misleading statement which has or may reasonably have the effect of demeaning the name or business reputation of the Company, ownthe Releasees, managean Affiliate or a Venture or which adversely affects or may reasonably be expected to adversely affect the best interests (economic or otherwise) of the Company, operatethe Releasees, financean Affiliate or a Venture. (c) In consideration of the payments and promises provided under this Agreement, controlthe sufficiency of which is expressly acknowledged, or participate in Executive agrees that for the ownershipthirty-six (36) month period following the Date of Resignation he will not, managementwithout the prior written consent of the Company, operation or control of, be employed by, associated with, acting alone or in conjunction with others, either directly or indirectly, engage in any manner connected with, serve as business that is in competition with the Company or an Affiliate or a director, officer Venture or consultant to, lend his name or any similar name to, lend his credit to, accept employment with or render services at a comparable level of responsibility to such a business as an officer, agent, employee, independent contractor or advice to, any person, firm, partnership, corporation or trust which owns, operates or is in the process of forming, a bank, savings and loan association, credit union or similar financial institution (a “Financial Institution”) with an office locatedconsultant, or otherwise engage in activities that are in competition with the Company or an Affiliate or a Venture. (d) The restrictions contained in subparagraph 8(c) above are geographically limited to be located at areas or territories where the Company or an address identified Affiliate or a Venture engages (or has definite plans to engage) in a filing with any regulatory authorityoperations or the marketing of its products or services on the Date of Resignation. (e) Executive acknowledges that he has received valuable consideration from the Company as provided in this Agreement for the covenants and undertakings set forth in Paragraphs 6, within the Restricted Area; provided however7 and 8, that the ownership consideration provided by the Company gives rise to an interest of the Company and its Affiliates and Ventures in restraining Executive from engaging in the conduct described in Paragraphs 6, 7 and 8 of this Agreement and that the restrictive covenants and undertakings are designed to enforce Executive’s consideration or return promises under this Agreement. Additionally, Executive acknowledges that the restrictive covenants contain limitations as to time, geographical area, and scope of activity to be restrained that are reasonable and do not impose a greater restraint than is necessary to protect the Company’s relationship with its customers, goodwill or other legitimate business interests of the Company and its Affiliates and Ventures, including, but not limited to, the Company’s and its Affiliates’ and Ventures’ need to protect their Confidential Information. The Company may notify any person or entity employing or contracting with Executive or evidencing an intention of employing or contracting with Executive of shares of the capital stock of any Financial Institution which shares are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System existence and which do not represent more than five percent (5%) of the institution’s outstanding capital stock, shall not violate any terms provisions of this Agreement. (iv) Executive will not, directly or indirectly, serve as the agent, broker or representative of, or otherwise assist, any person or entity in obtaining services or products from any Financial Institution within the Restricted Area, with respect to the products, activities or services which compete in whole or in part with the products, activities or services of the Employer or any of its Affiliates. Notwithstanding the foregoing, in the event of a Termination or resignation for Good Reason paragraphs 8(c)(iii) and 8(c)(iv) shall not apply.

Non-Solicitation and Non-Competition. (a) The Employer Company shall provide Executive access to Confidential Information for use only during the Employment Period, and Executive have agreed acknowledges and agrees that the primary service area Company Group will be entrusting Executive, in Executive’s unique and special capacity, with developing the goodwill of the Employer’s lending and deposit taking functions in which Executive will actively participate extends separately to an area that encompasses a twenty-five (25) mile radius from any office or location of the Employer or its affiliates at which Executive services or had supervisory responsibilityCompany Group, in each of the 18 months prior to termination. (collectively, the “Restricted Area”). Therefore, as an essential ingredient of and in consideration of the Company providing Executive with access to Confidential Information and as an express incentive for the Company to enter into this Agreement and his employment by the Employeremploy Executive hereunder, Executive has voluntarily agreed to the covenants set forth in this Section 10. Executive agrees thatand acknowledges that the limitations and restrictions set forth herein are reasonable in all respects, during his employment do not interfere with public interests, will not cause Executive undue hardship, and are material and substantial parts of this Agreement intended and necessary to prevent unfair competition and to protect the Employer Company Group’s Confidential Information, customer and employee relationships, goodwill, and legitimate business interests. (b) During the period that Executive is employed by any member of the Company Group and continuing for a period of twelve (12) months immediately following after the termination period that Executive is no longer employed by any member of his employment (the “Restricted Period”)Company Group, for whatever reason, where such termination occurs during the Employment Period or thereafter, he will Executive shall not, except with without the express prior written consent approval of the EmployerBoard, directly or indirectly, do for Executive or on behalf of or in conjunction with any other person or entity of the following (all of which are collectively referred to in this agreement as the “Restrictive Covenant”):any nature: (i) Executive will notsolicit, directly canvass, approach, encourage, entice or indirectly, either for himself/herself, or any Financial Institution: (1) induce or attempt to induce any employee customer or supplier of any member of the Employer Company Group with whom or which Executive had contact on behalf of any of its Affiliates to leave the employ member of the Employer Company Group or any of its Affiliates; (2) in any way interfere with the relationship between the Employer about whom or any of its Affiliates and any employee which Executive obtained Confidential Information or for whom or which Executive had direct or indirect responsibilities on behalf of the Employer Company Group to cease or lessen such customer’s or supplier’s business with any of its Affiliates; or (3) induce or attempt to induce any customer, supplier, licensee, or business relation member of the Employer or any of its Affiliates to cease doing business with the Employer or any of its Affiliates or in any way interfere with the relationship between the Employer or any of its Affiliates and their respective customers, suppliers, licensees or business relations.Company Group; or (ii) Executive will notsolicit, directly canvass, approach, encourage, entice or indirectly, either for himself/herself, induce any employee or any Financial Institution, solicit the business contractor of any person or entity known to Executive to be a customer member of the Employer Company Group to terminate his, her or its employment or engagement with any of its Affiliates, where Executive, or any person reporting to Executive, had personal contact with such person or entity, with respect to products, activities or services which compete in whole or in part with the products, activities or services member of the Employer Company Group or hire or engage any employee or contractor of its Affiliatesany member of the Company Group. (iiic) Engage or invest in, own, manage, operate, finance, control, or participate in Because of the ownership, management, operation or control of, be employed by, associated with, or in any manner connected with, serve difficulty of measuring economic losses to the Company Group as a director, officer result of a breach or consultant to, lend his name or any similar name to, lend his credit to, or render services or advice to, any person, firm, partnership, corporation or trust which owns, operates or is in the process of forming, a bank, savings and loan association, credit union or similar financial institution (a “Financial Institution”) with an office located, or to be located at an address identified in a filing with any regulatory authority, within the Restricted Area; provided however, that the ownership by Executive of shares threatened breach of the capital stock of any Financial Institution which shares are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System covenants set forth in Section 9 and which do not represent more than five percent (5%) in this Section 10, and because of the institution’s outstanding capital stock, shall not violate any terms of this Agreement. (iv) Executive will not, directly or indirectly, serve as the agent, broker or representative of, or otherwise assist, any person or entity in obtaining services or products from any Financial Institution within the Restricted Area, with respect immediate and irreparable damage that would be caused to the products, activities or services which compete in whole or in part with the products, activities or services members of the Employer or any Company Group for which they would have no other adequate remedy, the Company and each other member of its Affiliates. Notwithstanding the foregoingCompany Group shall be entitled to enforce the foregoing covenants, in the event of a Termination breach or resignation threatened breach, by injunctions and restraining orders from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. The aforementioned equitable relief shall not be the Company’s or any other member of the Company Group’s exclusive remedy for Good Reason paragraphs 8(c)(iiia breach but instead shall be in addition to all other rights and remedies available to the Company and each other member of the Company Group at law and equity. (d) The covenants in this Section 10, and 8(c)(iveach provision and portion hereof, are severable and separate, and the unenforceability of any specific covenant (or portion thereof) shall not applyaffect the provisions of any other covenant (or portion thereof). Moreover, in the event any arbitrator or court of competent jurisdiction shall determine that the scope, time, or territorial restrictions set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent which such arbitrator or court deems reasonable, and this Agreement shall thereby be reformed. (e) Executive agrees that, for so long as the Company is making the Severance Payment, Executive shall not, either on Executive’s own behalf or on behalf of any third party, except on behalf of the Company or one of its affiliates: (a) engage directly or indirectly the ownership or operation of any individual dealership or group of dealerships, operating at any retail location within 50 miles of any retail location operated by the Company as of the end of the Employment period, that sell or lease new or pre-owned motorcycles, three wheeled motorcycles/autocycles, snowmobiles, watercraft, ATVs, UTVs, side-by-sides, or other modes of transportation, for either on-road and off-highway use, (“Powersports Equipment”) or offer the sale, leasing, rental, financing, servicing (including supply of parts) and ancillary activities relating to Powersports Equipment; or (b) engage directly or indirectly in the ownership or operation of any technology or e-commerce platform and/or any other internet-based platform, that sell or lease new or pre-owned motorcycles, three wheeled motorcycles/autocycles, snowmobiles, watercraft, ATVs, UTVs, side-by-sides, or other modes of transportation, for either on-road and off-highway use, (“Powersports Equipment”) or offer the sale, leasing, rental, financing, servicing (including supply of parts) and ancillary activities relating to Powersports Equipment; and any other business engaged in by Company Group during Employee’s employment therewith (each a “Restricted Business”). Executive may, without violating this section, own, as a passive investment, shares of capital stock of a publicly-held corporation that engages in the Restricted Business if (i) such shares are actively traded on an established national securities market in the United States or any other foreign securities exchange, (ii) the number of shares of such corporation’s capital stock that are owned beneficially (directly or indirectly) by the Executive represents less than one percent (1 %) of the total number of shares of such corporation’s capital stock outstanding, and (iii) Executive is not associated directly or indirectly with such corporation or with any affiliate of such corporation. The foregoing limitations on ownership shall not apply to Executives ownership of stock issued by the Company.

Non-Solicitation and Non-Competition. The Employer Because it is important that GMI, the Company, and Executive have each other Subsidiary and GMI Affiliate protect secret, proprietary and confidential information pertaining to their businesses, and because it is reasonable to expect that the Employee has obtained or will obtain such information in the course of his employment, the Employee agrees that he will not: (a) divulge or appropriate to the Employee's own use or to the use of others any secret, proprietary or confidential information pertaining to the business of GMI, the Company, or any other Subsidiary or GMI Affiliate obtained in any way during the Employee's employment by GMI, the Company, or any other Subsidiary or GMI Affiliate, it being understood and agreed that the primary service area Employee will promptly deliver to GMI, the Company, or any Subsidiary or GMI Affiliate upon the earlier of the Employer’s lending and deposit taking functions in which Executive will actively participate extends separately to an area that encompasses a twenty-five (25) mile radius from request of any office such entity or location the date of the Employer Employee's termination of such employment all documents, copies thereof, and other material in the Employee's possession or its affiliates at which Executive services or had supervisory responsibility, in each under his control relating to any of the 18 months prior to termination. kinds of information identified above; or (collectively, b) during the “Restricted Area”). Therefore, as an essential ingredient of and in consideration of this Agreement and his employment by the Employer, Executive agrees that, during his employment with the Employer and for a period of twelve (12) months immediately following the two years commencing with any termination of his employment with GMI, the Company, or any other Subsidiary or GMI Affiliate, solicit on his own behalf, or on behalf of any other firm, company or other Person (as hereinafter defined) the “Restricted Period”)employment of any person employed by GMI, for whatever reasonthe Company, where such termination occurs or any other Subsidiary or GMI Affiliate; or (c) during the Employment Period period of two years commencing with any termination of his employment with GMI, the Company, or thereafterany other Subsidiary or GMI Affiliate, he will notcompete with GMI, except with the express prior written consent Company, or any other Subsidiary or GMI Affiliate in obtaining or performing offshore drilling contracts or services, offshore turnkey drilling, integrated drilling or drilling management contracts or services, or other similar offshore contracts or services, either as an employee, officer, director, consultant, independent contractor or agent of a direct competitor of GMI, the EmployerCompany, directly or indirectlyany other Subsidiary or GMI Affiliate or on his own behalf, do any of the following (all of which are collectively referred to in it being understood and agreed, however, that this agreement as will not preclude the “Restrictive Covenant”): Employee from working for any firm, company or other Person that drills oil and gas wells for its own accoun▇ ▇▇ provides onshore oil and gas drilling services and does not compete with GMI, the Company, or any other Subsidiary or GMI Affiliate in obtaining or performing offshore drilling contracts or services, offshore turnkey drilling, integrated drilling or drilling management contracts or services, or other similar offshore services; and the Employee further agrees that if he violates any provision of this paragraph (i) Executive will notGMI and/or the Company may bring such action or actions in such court and/or courts as either or both of them may deem necessary or advisable in order to enforce the Employee's compliance with this provision and for damages in respect of such violation, directly or indirectly, either for himself/herself, or any Financial Institution: (1) induce or attempt to induce any employee of the Employer or any of its Affiliates to leave the employ of the Employer or any of its Affiliates; (2) in any way interfere with the relationship between the Employer or any of its Affiliates and any employee of the Employer or any of its Affiliates; or (3) induce or attempt to induce any customer, supplier, licensee, or business relation of the Employer or any of its Affiliates to cease doing business with the Employer or any of its Affiliates or in any way interfere with the relationship between the Employer or any of its Affiliates and their respective customers, suppliers, licensees or business relations. (ii) Executive will not, directly or indirectly, either for himself/herself, or any Financial Institution, solicit GMI and/or the business of any person or entity known to Executive to be a customer of the Employer or any of its Affiliates, where Executive, or any person reporting to Executive, had personal contact with such person or entity, with respect to products, activities or services which compete in whole or in part with the products, activities or services of the Employer or any of its Affiliates. (iii) Engage or invest in, own, manage, operate, finance, control, or participate in the ownership, management, operation or control of, be employed by, associated with, or in any manner connected with, serve as a director, officer or consultant to, lend his name or any similar name to, lend his credit to, or render services or advice to, any person, firm, partnership, corporation or trust which owns, operates or is in the process of forming, a bank, savings and loan association, credit union or similar financial institution (a “Financial Institution”) with an office located, or to be located at an address identified in a filing with any regulatory authority, within the Restricted Area; provided however, that the ownership by Executive of shares of the capital stock of any Financial Institution which shares are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System and which do not represent more than five percent (5%) of the institution’s outstanding capital stock, shall not violate any terms of Company may terminate this Agreement. (iv) Executive will not, directly or indirectly, serve as the agent, broker or representative of, or otherwise assist, any person or entity in obtaining services or products from any Financial Institution within the Restricted Area, with respect to the products, activities or services which compete in whole or in part with the products, activities or services of the Employer or any of its Affiliates. Notwithstanding the foregoing, in which case the event of a Termination Employee will be ineligible to receive any further salary, benefit, perquisite or resignation for Good Reason paragraphs 8(c)(iii) other compensation hereunder from and 8(c)(iv) shall not applyafter such termination.

Non-Solicitation and Non-Competition. The Employer and Executive have agreed that the primary service area i. In consideration of the Employer’s lending payments and deposit taking functions in which Executive will actively participate extends separately to an area that encompasses a twenty-five (25) mile radius from any office or location of the Employer or its affiliates at which Executive services or had supervisory responsibility, in each of the 18 months prior to termination. (collectivelypromises provided under this Agreement, the “Restricted Area”). Thereforesufficiency of which is expressly acknowledged, as an essential ingredient of and in consideration of this Agreement and his employment by the Employer, Executive ▇▇▇▇▇▇ agrees that, that during his remaining employment with the Employer Company, and for a period of the twelve (12) months immediately month period following the termination of his such employment (the “Restricted Period”), for whatever reason, where such termination occurs during the Employment Period or thereafter, he will shall not, except with without the express prior written consent of the EmployerGeneral Counsel of the Company, directly or indirectly, do any of the following (all of which are collectively referred to in this agreement as the “Restrictive Covenant”): (i) Executive will notinduce, directly entice or indirectly, either for himself/herself, or any Financial Institution: solicit (1) induce or attempt to induce induce, entice or solicit) any person who at such time is an employee of the Employer or any of its Affiliates to leave the employ of the Employer or any of its Affiliates; (2) in any way interfere with the relationship between the Employer or any of its Affiliates and any employee of the Employer or any of its Affiliates; or (3) induce or attempt to induce any customer, supplier, licensee, or business relation of the Employer or any of its Affiliates to cease doing business with the Employer Company or any of its Affiliates or in any way interfere with Ventures to leave the relationship between employment of the Employer Company or any of its Affiliates and their respective customersor Ventures, suppliers, licensees or business relations. (ii) Executive will not, directly solicit or indirectly, either for himself/herself, or any Financial Institution, attempt to solicit the business of any person or entity known to Executive to be a customer acquisition prospect of the Employer Company or any of its AffiliatesAffiliates or Ventures with whom ▇▇▇▇▇▇ had any actual contact while employed by the Company, where Executivethe Affiliates or Ventures, or (iii) hire, engage, employ or assist any third party in hiring, engaging or employing any person reporting to Executive, had personal contact with who is at such person or entity, with respect to products, activities or services which compete in whole or in part with time employed by the products, activities or services of the Employer Company or any of its AffiliatesAffiliates or Ventures. The provisions of this Paragraph 2(b)(i) shall not prohibit ▇▇▇▇▇▇ from speaking with or hiring persons who respond to general advertisements or who contact a business with which ▇▇▇▇▇▇ is affiliated through an independent recruiting firm that has not been directed to solicit interest from any person who is an employee of the Company, any of its Affiliates or Ventures. ii. In consideration of the payments and promises provided under this Agreement, the sufficiency of which is expressly acknowledged herein, ▇▇▇▇▇▇ agrees that during his remaining employment with the Company and for the twelve (iii12) Engage month period following the termination of such employment he will not, without the prior written consent of the General Counsel of the Company (which consent may be granted or invest inwithheld in the Company’s sole discretion), ownacting alone or in conjunction with others, manageserve, operate, finance, controladvise, or participate be employed by any individual, firm, or company engaged in the ownershipsame or similar line of business as that carried on by, and which is directly competitive with, the Business, in a role in which he would perform the same or substantially similar activities or services as those performed by ▇▇▇▇▇▇ for the Company, including, but not limited to, serving as a “key person” or committing or preparing to serve in such capacity in connection with any governmental solicitation or contract which is in direct competition with the Business. For this purpose, “Business” shall mean worked performed in the Government Operations business segment such as the engineering, design and manufacture of precision naval nuclear components, reactors and nuclear fuel as provided by BWXT Nuclear Operations Group, Inc. and the management, operation and environmental site restoration of nuclear and national security facilities for various governmental agencies as performed by BWXT Technical Services Group, Inc. The foregoing restrictions of this Paragraph 2(b)(ii) shall not apply to the ownership by ▇▇▇▇▇▇ of the shares of a company the stock of which is traded either on a national or control of, be employed by, associated with, regional stock exchange where ▇▇▇▇▇▇ and any related party owns less than 1% (one percent) of the company. ▇▇▇▇▇▇ understands and agrees that the foregoing covenant is not intended to restrict him from performing work in a role that is the same or substantially similar to activities or services as those performed by ▇▇▇▇▇▇ for the Company that are not in direct competition with the Company and/or that are not the same or substantially similar to the activities or services that ▇▇▇▇▇▇ performed for the Company. iii. The restrictions contained in subparagraph (i) and (ii) of this Paragraph 2(b) are geographically limited to areas or territories within the United States or in any manner connected withforeign country in which ▇▇▇▇▇▇ performed work and/or engaged in business development efforts on behalf of the Company, serve including serving as a directorkey person bid on contract proposals, officer or consultant to, lend during the last year of his name or any similar name to, lend his credit to, or render services or advice to, any person, firm, partnership, corporation or trust which owns, operates or is employment with the Company. iv. ▇▇▇▇▇▇ acknowledges that he has received valuable consideration from the Company as provided in this Agreement for the process of forming, a bank, savings covenants and loan association, credit union or similar financial institution (a “Financial Institution”) with an office located, or to be located at an address identified undertakings set forth in a filing with any regulatory authority, within the Restricted Area; provided howeverParagraph 2, that the ownership consideration provided by Executive of shares the Company gives rise to an interest of the capital stock Company and its Affiliates and Ventures in restraining him from engaging in certain conduct described in this Agreement and that the restrictive covenants and undertakings are designed to enforce ▇▇▇▇▇▇’▇ consideration or return promises under this Agreement. Additionally, ▇▇▇▇▇▇ acknowledges that the restrictive covenants contain limitations as to time, geographical area, and scope of any Financial Institution which shares activity to be restrained that are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System reasonable and which do not represent more impose a greater restraint than five percent (5%) is necessary to protect the Company’s relationship with its customers, goodwill or other legitimate business interests of the institutionCompany and its Affiliates and Ventures, including, but not limited to, the Company’s outstanding capital stock, shall not violate and its Affiliates’ and Ventures’ need to protect their Confidential Information. The Company and ▇▇▇▇▇▇ may notify any terms person or entity employing or contracting with ▇▇▇▇▇▇ or evidencing an intention of employing or contracting with ▇▇▇▇▇▇ of the existence and provisions of this Agreement. (iv) Executive will not, directly or indirectly, serve as the agent, broker or representative of, or otherwise assist, any person or entity in obtaining services or products from any Financial Institution within the Restricted Area, with respect to the products, activities or services which compete in whole or in part with the products, activities or services of the Employer or any of its Affiliates. Notwithstanding the foregoing, in the event of a Termination or resignation for Good Reason paragraphs 8(c)(iii) and 8(c)(iv) shall not apply.

Non-Solicitation and Non-Competition. The Employer (a) For consideration provided under this Agreement, including, but not limited to the Company’s agreement to provide Executive with Confidential Information regarding the Company and its respective businesses, Executive have agreed agrees that while employed by the primary service area of Company or an Affiliate and for [_____] months following a Separation from Service during the Employer’s lending and deposit taking functions in which Executive will actively participate extends separately to an area that encompasses a twenty-five (25) mile radius from any office or location of the Employer or its affiliates at which Executive services or had supervisory responsibility, in each of the 18 months prior to termination. (collectively, the “Restricted Area”). Therefore, as an essential ingredient of and in consideration term of this Agreement and his employment by the Employer, Executive agrees that, during his employment with the Employer and for a period of twelve (12) months immediately following the termination of his employment (the “Restricted Period”), for whatever reason, where such termination occurs during the Employment Period or thereafter, he will he/she shall not, except with without the express prior written consent of the EmployerGeneral Counsel, directly or indirectly, do any of the following (all of which are collectively referred to in this agreement as the “Restrictive Covenant”): (i) Executive will nothire or induce, directly entice or indirectly, either for himself/herself, or any Financial Institution: solicit (1) induce or attempt to induce induce, entice or solicit) any employee of the Employer or any of its Affiliates to leave the employ of the Employer or any of its Affiliates; (2) in any way interfere with the relationship between the Employer or any of its Affiliates and any employee of the Employer or any of its Affiliates; or (3) induce or attempt to induce any customer, supplier, licensee, or business relation of the Employer or any of its Affiliates to cease doing business with the Employer Company or any of its Affiliates or in any way interfere with ventures to leave the relationship between employment of the Employer Company or any of its Affiliates and their respective customers, suppliers, licensees or business relations. ventures or (ii) Executive will not, directly solicit or indirectly, either for himself/herself, or any Financial Institution, attempt to solicit the business of any person customer or entity known to Executive to be a customer acquisition prospect of the Employer Company or any of its AffiliatesAffiliates or ventures with whom Executive had any actual contact or Confidential Information about, where Executive, in any such case while employed by the Company or any person reporting to Executive, had personal contact with such person or entity, with respect to products, activities or services which compete in whole or in part with the products, activities or services of the Employer or any of its Affiliatesan Affiliate. (iiib) Engage or invest inAdditionally, own, manage, operate, finance, control, or participate in the ownership, management, operation or control of, be employed by, associated with, or in any manner connected with, serve as a director, officer or consultant to, lend his name or any similar name to, lend his credit to, or render services or advice to, any person, firm, partnership, corporation or trust which owns, operates or is in the process of forming, a bank, savings and loan association, credit union or similar financial institution (a “Financial Institution”) with an office located, or to be located at an address identified in a filing with any regulatory authority, within the Restricted Area; for consideration provided however, that the ownership by Executive of shares of the capital stock of any Financial Institution which shares are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System and which do not represent more than five percent (5%) of the institution’s outstanding capital stock, shall not violate any terms of under this Agreement. (iv) , including, but not limited to the Company’s agreement to provide Executive with Confidential Information regarding the Company and its respective businesses, Executive agrees that while employed by the Company or an Affiliate and for [_____] months following a Covered Termination he/she will not, without the prior written consent of the Company, acting alone or in conjunction with others, either directly or indirectly, serve engage in any business that is in competition with the Company or an Affiliate or accept employment with or render services at a comparable level of responsibility to such a business as the an officer, agent, broker employee, independent contractor or representative ofconsultant, or otherwise assist, any person engage in activities that are in competition with the Company or entity an Affiliate. (c) The restrictions contained in obtaining services this Section 8 are limited to areas or products from any Financial Institution territories within the Restricted AreaUnited States and in any foreign country in which the Company or an Affiliate engages (or has definite plans to engage) in operations or the marketing of its products or services at the time of Executive’s Separation from Service. (d) Executive acknowledges that these restrictive covenants under this Agreement, with respect for which Executive received valuable consideration from the Company as provided in this Agreement, including, but not limited to the productsCompany’s agreement to provide Executive with Confidential Information regarding the Company and its respective businesses, activities or services which compete in whole or in part with are ancillary to otherwise enforceable provisions of this Agreement, that the products, activities or services consideration provided by the Company gives rise to the interest of each of the Employer Company in restraining Executive from competing and that the restrictive covenants are designed to enforce Executive’s consideration or return promises under this Agreement. Additionally, Executive acknowledges that these restrictive covenants contain limitations as to time, geographical area, and scope of activity to be restrained that are reasonable and do not impose a greater restraint than is necessary to protect the goodwill or other legitimate business interests of the Company, including, but not limited to, the Company’s need to protect its Confidential Information. Executive further acknowledges that a violation on Executive’s part of any of its Affiliatesthe restrictive covenants contained in Section 6 or this Section 8 of this Agreement would cause immeasurable and irreparable damage to the Company. Notwithstanding the foregoingAccordingly, Executive agrees that, in addition to any other remedy the event Company may have for any such violation: (1) the Company shall be entitled to injunctive relief in any court of competent jurisdiction for any actual or threatened violation of any such covenant in addition to any other remedies it may have; and (2) in addition, if the General Counsel of the Company (or other similarly situated senior executive of the Company) reasonably and in good faith determines that Executive has materially breached any of these restrictive covenants contained in this Section 8 of the Agreement during the applicable period in which they are in effect, after written notice to Executive of such determination and a Termination ten (10) day opportunity to cure such breach (if the General Counsel determines in good faith that such breach is curable), if such breach is not so cured to the reasonable satisfaction of the General Counsel, then Executive shall be required to promptly repay all net after-tax cash amounts previously paid under this Agreement to Executive, and Executive shall forfeit any Equity Awards he or resignation for Good Reason paragraphs 8(c)(iii) and 8(c)(iv) shall not applyshe may then hold.