Common use of Reasonableness of Restrictions Clause in Contracts

Reasonableness of Restrictions. The Executive specifically acknowledges and agrees that the time, geographic and activity restrictions (as applicable) set forth in Section 4 of this Employment Agreement are reasonable and properly required for the protection of the Company Group. The Executive further agrees that these restrictions shall be given the construction which renders their provisions enforceable to the maximum extent (but not in excess of their express terms) possible under applicable law. If, however, a court of competent jurisdiction determines that any of the restrictions stated herein are unreasonable or otherwise not enforceable, the parties agree to the reduction of such unenforceable restriction to the maximum time, geographic and activity restriction (as applicable) as such court deems reasonable and otherwise enforceable under the circumstances then existing. Also, if the Company Group seeks partial enforcement of those Sections as to only time, geographic and activity restrictions which are deemed reasonable by a court of competent jurisdiction, then the Company Group shall be entitled to such partial enforcement. If such agreement of reduction or right of partial enforcement is not enforced by a court of competent jurisdiction, then the unenforceable provisions shall be severed in accordance with Section 6.5. The Executive recognizes that any breach of Section 4 will cause irreparable injury to the Company Group and that the actual damages may be difficult to ascertain, and the Executive agrees that money damages may not be an adequate remedy for breach of any such Sections. Therefore, in the event of a breach or threatened breach of any such Sections by the Executive, the Company Group, or their respective successors and assigns may, in addition to other rights and remedies existing in their favor, apply to a court of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any breach of, the provisions hereof without the requirement to post bond. In addition, in the event of a breach by the Executive of such Sections, the covenant period with respect to the Executive and such breached restriction, shall be tolled until such breach is stopped.

Reasonableness of Restrictions. (i) The Executive specifically acknowledges and agrees that the time, geographic and activity restrictions (as applicable) set forth contained in this Section 4 of this Employment Agreement 7 are reasonable restraints upon the Executive and properly required for further acknowledges any violation of the protection terms of the covenants contained in this paragraph could have a substantial detrimental effect on the Company Group. The Executive further has carefully considered the nature and extent of the restrictions imposed upon him and the rights and remedies conferred upon the Company under the provisions of this Section 7 and hereby acknowledges and agrees that these restrictions the same are reasonable in time and territory, are designed to eliminate competition which would otherwise be unfair to the Company Group, do not stifle the Executive’s inherent skill and experience, would not operate as a bar to the Executive’s sole means of support, and are fully required to protect the legitimate interest of the Company Group and do not confer a benefit upon the Company Group disproportionate to the detriment of the Executive. (ii) The Executive agrees that any damages resulting from any violation by the Executive of any of the covenants contained in this Section 7 will be impossible to ascertain and for that reason agrees that the Company (or other applicable member of the Company Group) shall be given entitled to an injunction without the construction which renders their provisions enforceable to the maximum extent (but not in excess necessity of their express terms) possible under applicable law. Ifposting bond, however, a from any court of competent jurisdiction determines that restraining any violation of any or all of said covenants, either directly or indirectly, and such right to injunction shall be cumulative and in addition to whatever other remedies the Company (or other applicable member of the restrictions stated herein Company Group) may have. (iii) If any portion of the covenants contained in this Section 7 are unreasonable held to be unreasonable, arbitrary or otherwise not enforceableagainst public policy, the parties agree to the reduction of such unenforceable restriction to the maximum time, geographic and activity restriction (as applicable) as such court deems reasonable and otherwise enforceable under the circumstances then existing. Also, if the Company Group seeks partial enforcement of those Sections covenants herein shall be considered divisible both as to only timetime and as to geographical area, geographic and activity restrictions which are deemed reasonable by a court each month of competent jurisdiction, then the Company Group period shall be entitled deemed to such partial enforcementbe a separate period of time. If such agreement of reduction In the event any court determines the specified time period or right of partial enforcement geographic area to be unreasonable, arbitrary or against public policy, a lesser time period or geographical area which is determined to be reasonable, nonarbitrary or not enforced by a court of competent jurisdiction, then the unenforceable provisions shall be severed in accordance with Section 6.5. The Executive recognizes that any breach of Section 4 will cause irreparable injury to the Company Group and that the actual damages against public policy may be difficult to ascertain, and enforced against the Executive. (iv) The existence of any claim or cause of action by the Executive agrees that money damages may not be an adequate remedy for breach against any member of any such Sections. Therefore, in the event of a breach or threatened breach of any such Sections by the Executive, the Company Group, whether predicated upon this Agreement or their respective successors and assigns mayotherwise, in addition to other rights and remedies existing in their favor, apply to shall not constitute a court of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any breach of, the provisions hereof without the requirement to post bond. In addition, in the event of a breach by the Executive of such Sections, the covenant period with respect defense to the Executive and such breached restrictionenforcement of the covenants contained in this Section 7, but shall be tolled until such breach is stoppedlitigated separately.

Reasonableness of Restrictions. The Executive specifically acknowledges and agrees that the time, geographic and activity restrictions (as applicable) set forth in Section 4 of this Employment Agreement are reasonable and properly required for the protection of the Company Group. The Executive further agrees that these restrictions shall be given the construction which renders their provisions enforceable to the maximum extent (but not in excess of their express terms) possible under applicable law. If, however, a court of competent jurisdiction determines that any of the restrictions stated herein are unreasonable or otherwise not enforceable, the parties agree to the reduction of such unenforceable restriction to the maximum time, geographic and activity restriction (as applicable) as such court deems reasonable and otherwise enforceable under the circumstances then existing. Also, if the Company Group seeks partial enforcement of those Sections as to only time, geographic and activity restrictions which are deemed reasonable by a court of competent jurisdiction, then the Company Group shall be entitled to such partial enforcement. If such agreement of reduction or right of partial enforcement is not enforced by a court of competent jurisdiction, then the unenforceable provisions shall be severed in accordance with Section 6.57.5. The Executive recognizes that any breach of Section 4 will cause irreparable injury to the Company Group and that the actual damages may be difficult to ascertain, and the Executive agrees that money damages may not be an adequate remedy for breach of any such Sections. Therefore, in the event of a breach or threatened breach of any such Sections by the Executive, the Company Group, or their respective successors and assigns may, in addition to other rights and remedies existing in their favor, apply to a court of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any breach of, the provisions hereof without the requirement to post bond. In addition, in the event of a breach by the Executive of such Sections, the covenant period with respect to the Executive and such breached restriction, shall be tolled until such breach is stopped.

Reasonableness of Restrictions. The Executive specifically Employee acknowledges that the restrictions set forth in Section VI.B of this Agreement are intended to protect the Employer Group’s legitimate business interests and agrees its Proprietary and Confidential Information and established relationships and goodwill. Employee acknowledges that the time, geographic and scope of activity restrictions (as applicable) limitations set forth in Section 4 of this Employment Agreement herein are reasonable and properly required for necessary to protect the protection Employer Group’s legitimate business interests. Employee and the Employer each expressly agree and stipulate that the covenants and agreements contained in Section VI.B are separate, severable and divisible, and if any portion or portions of the Company Group. The Executive further agrees that these restrictions shall be given the construction which renders their provisions enforceable to the maximum extent (but not covenants and agreements contained in excess of their express terms) possible under applicable law. If, however, a court of competent jurisdiction determines that Section VI.B are declared invalid or unenforceable by any of the restrictions stated herein are unreasonable or otherwise not enforceable, the parties agree to the reduction of such unenforceable restriction to the maximum time, geographic and activity restriction (as applicable) as such court deems reasonable and otherwise enforceable under the circumstances then existing. Also, if the Company Group seeks partial enforcement of those Sections as to only time, geographic and activity restrictions which are deemed reasonable by a court of competent jurisdiction, then the Company Group validity of the remaining covenants and agreements shall be entitled to such partial enforcement. If such agreement of reduction or right of partial enforcement is not enforced by a court of competent jurisdiction, then the unenforceable provisions shall be severed in accordance with Section 6.5. The Executive recognizes that any breach of Section 4 will cause irreparable injury to the Company Group and that the actual damages may be difficult to ascertain, and the Executive agrees that money damages may not be an adequate remedy for breach of any such Sections. Therefore, in the event of a breach or threatened breach of any such Sections by the Executive, the Company Group, or their respective successors and assigns may, in addition to other rights and remedies existing in their favor, apply to a court of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any breach of, the provisions hereof without the requirement to post bondaffected thereby. In addition, the enforceability of the covenants and agreements contained in Section VI.B shall not in any way be affected by any claim, action, cause of action, defense or right which Employee may have against the event Employer Group, it being the intention of the parties that Employer, on behalf of the Employer Group, has the right to enforce the covenants and agreements contained in Section VI.B, regardless of the existence of any such claim, action, cause of action, defense or right. In addition, if, at the time of enforcement of Section VI.B, a breach by court holds that the Executive duration, geographical area or scope of such Sectionsactivity restrictions stated in Section VI.B are unreasonable under circumstances then existing or impose a greater restraint than is necessary to protect the goodwill and other business interests of the Employer Group, the covenant period with respect parties agree that the maximum duration, scope or area reasonable under such circumstances will be substituted for the stated duration, scope or area and that the court will be allowed to revise the Executive restrictions contained in Section VI.B to cover the maximum duration, scope and such breached restriction, shall be tolled until such breach is stoppedarea permitted by law.

Reasonableness of Restrictions. Reformation: Enforcement. The Executive specifically acknowledges parties hereto recognize and agrees acknowledge that the time, geographic geographical and activity restrictions (as applicable) set forth time limitations contained in Section 4 of this Employment Agreement 6 and 7 hereof (hereinafter "Restrictive Covenants") are reasonable reasonably necessary to protect the Employer's legitimate business interests and properly required for the adequate protection of such business interests of Employer. Employee acknowledges that the Company GroupEmployer will provide to Employee confidential information concerning the Employer's business methods and operating practices in reliance on the covenants contained in the Restricted Covenants. The Executive further agrees It is agreed by the parties hereto that these if any portion of the restrictions contained in the Restrictive Covenants. It is agreed by the parties hereto that if any portion of the restrictions contained in the Restrictive Covenants are held to be unreasonable, arbitrary, or against public policy, then the restrictions shall be given the construction which renders their provisions enforceable considered divisible, both as to the maximum extent (but time and to the geographical area, with each month of the specified period being deemed a separate period of time and each radius mile of the restricted territory being deemed a separate geographic area, so that the lesser period of time or geographical area shall remain effective so long as the same is not unreasonable, arbitrary, or against public policy. The parties hereto agree that in excess of their express terms) possible under applicable law. If, however, a the event any court of competent jurisdiction determines that the specified period or the specified geographical area of the restricted territory to be unreasonable, arbitrary, or against public policy, a lesser time period or geographical area which is determined to be reasonable, non arbitrary, and not against public policy may be enforced against Employee. If Employee shall violate any of the restrictions stated covenants contained herein are unreasonable and if any court action is instituted by the Employer to prevent or otherwise not enforceable, the parties agree to the reduction of enjoin such unenforceable restriction to the maximum time, geographic and activity restriction (as applicable) as such court deems reasonable and otherwise enforceable under the circumstances then existing. Also, if the Company Group seeks partial enforcement of those Sections as to only time, geographic and activity restrictions which are deemed reasonable by a court of competent jurisdictionviolation, then the Company Group period of time during which the Employer's business activities shall be entitled to such partial enforcement. If such agreement of reduction or right of partial enforcement is not enforced by a court of competent jurisdictionrestricted, then the unenforceable provisions shall be severed as provided in accordance with Section 6.5. The Executive recognizes that any breach of Section 4 will cause irreparable injury to the Company Group and that the actual damages may be difficult to ascertain, and the Executive agrees that money damages may not be an adequate remedy for breach of any such Sections. Therefore, in the event of a breach or threatened breach of any such Sections by the Executive, the Company Group, or their respective successors and assigns may, in addition to other rights and remedies existing in their favor, apply to a court of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any breach of, the provisions hereof without the requirement to post bond. In addition, in the event of a breach by the Executive of such Sections, the covenant period with respect to the Executive and such breached restrictionthis Agreement, shall be tolled until such lengthened by a period of time equal to the period between the date of the Employee's breach is stoppedof the terms or covenants contained in this Agreement and the date on which the decree of the court disposing of the issued upon the merits shall become final and not subject to further appeal.

Reasonableness of Restrictions. The Executive specifically acknowledges 7.1 I agree that there is an enforceable agreement between myself and the Company pursuant to which the Company agrees to provide me with access to Proprietary Information and customer relationships, and pursuant to which I have been provided with shares or equity-based awards in the Company, as well as other good and valuable consideration the sufficiency of which I acknowledge. I further agree that the timethese restrictive covenants, geographic and activity restrictions (as applicable) including those set forth in Section 4 Sections 5 and 6, are ancillary to and part of the promises contained in this Agreement, and are necessary to protect the goodwill and legitimate interests of Company, including but not limited to the use and disclosure of the Proprietary Information. I acknowledge and agree that the restrictions set forth herein do not impose a greater restraint than is necessary to protect the goodwill and legitimate business interests of Company, and are not unduly burdensome to me, and that nothing contained in this Agreement will prevent me from earning a living or pursuing my career, and that I have the ability to secure other non-competitive employment using my marketable skills. I acknowledge that my duties will encompass work for the Company throughout the world, given the nature of the Company’s products and services. As such, I expressly acknowledge and agree that my observance of the restrictive covenants contained in Sections 5 and 6 are reasonable as to scope, location, and duration and that such observation will not cause me any undue hardship. 7.2 In the event that a court finds this Agreement, or any of its restrictions, to be ambiguous, unenforceable, or invalid, the Company and I agree that the court shall read the Agreement as a whole and interpret the restriction(s) at issue to be enforceable and valid to the maximum extent allowed by law. If any provision of this Employment Agreement are reasonable shall be determined to be void, invalid, unenforceable or illegal for any reason, the validity and properly required for the protection enforceability of all of the Company Groupremaining provisions hereof shall not be affected thereby. The Executive further agrees that these restrictions If any particular provision of this Agreement shall be given adjudicated to be invalid or unenforceable, such provision shall be deemed amended to delete therefrom the construction portion thus adjudicated to be invalid or unenforceable, such amendment to apply only to the operation of such provision in the particular jurisdiction in which renders their provisions such adjudication is made; provided that, if any provision contained in this Agreement shall be adjudicated to be invalid or unenforceable because such provision is held to be excessively broad as to duration, geographic scope, activity or subject, such provision shall be deemed amended by limiting and reducing it so as to be valid and enforceable to the maximum extent (but not in excess of their express terms) possible under compatible with the applicable law. If, however, a court of competent jurisdiction determines that any of the restrictions stated herein are unreasonable or otherwise not enforceable, the parties agree to the reduction laws of such unenforceable restriction to the maximum time, geographic and activity restriction (as applicable) as such court deems reasonable and otherwise enforceable under the circumstances then existing. Also, if the Company Group seeks partial enforcement of those Sections as to only time, geographic and activity restrictions which are deemed reasonable by a court of competent jurisdiction, then the Company Group shall be entitled such amendment only to such partial enforcement. If such agreement of reduction or right of partial enforcement is not enforced by a court of competent jurisdiction, then the unenforceable provisions shall be severed in accordance with Section 6.5. The Executive recognizes that any breach of Section 4 will cause irreparable injury to the Company Group and that the actual damages may be difficult to ascertain, and the Executive agrees that money damages may not be an adequate remedy for breach of any such Sections. Therefore, in the event of a breach or threatened breach of any such Sections by the Executive, the Company Group, or their respective successors and assigns may, in addition to other rights and remedies existing in their favor, apply to a court of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any breach of, the provisions hereof without the requirement to post bond. In addition, in the event of a breach by the Executive of such Sections, the covenant period with respect to the Executive operation of such provision in the applicable jurisdiction in which the adjudication is made. 7.3 I acknowledge that the restrictions set forth in Section 5 and such breached restriction6 may be waived by the Company in its sole discretion, shall be tolled until such breach is stoppedand without waiver of the Company’s position concerning the validity or enforceability of any of the terms in this Agreement, including but not limited to those in Section 5 and 6. If the Company chooses to waive any or all of my obligations under Sections 5 or 6, the Company will provide notice to me in accordance with this Agreement.

Reasonableness of Restrictions. The Executive specifically acknowledges and agrees that the timecovenants contained in Sections 5, geographic 6, 7 and activity 8 above are reasonable in scope and duration and are reasonably necessary to protect the legitimate business interests of the Company and its Affiliates. Executive further acknowledges that Executive’s skills are such that Executive can be gainfully employed in noncompetitive employment and that the restrictions (and other covenants in this Section 5, 6, 7 and 8 will in no way prevent Executive from earning a living. Executive understands that the foregoing restrictions may limit Executive’s ability to engage in certain businesses anywhere in the Area of Interest during the Restriction Period, but acknowledges that Executive is receiving sufficient consideration and other benefits to justify such restriction. Without limiting the rights of the Company to pursue any other legal and/or equitable remedies available to it for any breach by Executive of the covenants contained in Sections 5, 6, 7 and 8 above, Executive acknowledges that a breach of those covenants would cause a loss to the Company for which it could not reasonably or adequately be compensated by damages in an action at law, that remedies other than injunctive relief could not fully compensate the Company for a breach of those covenants and that, accordingly, the Company shall be entitled to injunctive relief to prevent any breach or continuing breaches of Executive’s covenants as applicable) set forth in Section 4 Sections 5, 6, 7 and 8 above, and may seek such relief, at its sole option, before an arbitrator or a court of this Employment Agreement are reasonable and properly required for law. It is the protection intention of the Company Group. The Executive further agrees Parties that these restrictions if, in any such action before any court or arbitrator (as the case may be) empowered to enforce such covenants, any term, restriction, covenant, or promise is found to be illegal, invalid or unenforceable under any present or future law, then such term, restriction, covenant, or promise shall be given deemed modified to the construction which renders their provisions extent necessary to make it enforceable to the maximum extent (but not in excess of their express terms) possible under permitted by applicable law. If, however, a court of competent jurisdiction determines that any of the restrictions stated herein are unreasonable or otherwise not enforceable, the parties agree to the reduction of such unenforceable restriction to the maximum time, geographic and activity restriction (as applicable) as such court deems reasonable and otherwise enforceable under the circumstances then existing. Also, if the Company Group seeks partial enforcement of those Sections as to only time, geographic and activity restrictions which are deemed reasonable by a court of competent jurisdiction, then the Company Group shall be entitled to such partial enforcement. If such agreement of reduction or right of partial enforcement is not enforced by a court of competent jurisdiction, then the unenforceable provisions shall be severed in accordance with Section 6.5. The Executive recognizes that any breach of Section 4 will cause irreparable injury to the Company Group and that the actual damages may be difficult to ascertain, and the Executive agrees that money damages the Company may not be an adequate remedy for breach seek, at its sole option, confidential treatment of any such Sections. Therefore, in the event of a breach part or threatened breach of any such Sections by the Executive, the Company Group, or their respective successors and assigns may, in addition to other rights and remedies existing in their favor, apply to a court of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any breach of, the provisions hereof without the requirement to post bond. In addition, in the event of a breach by the Executive all of such Sectionsproceedings, the covenant period with respect and Executive agrees that Executive will not object to the Executive and such breached restriction, shall be tolled until such breach is stopped.treatment. ​

Reasonableness of Restrictions. The Executive specifically Each Seller acknowledges and agrees that the timepromises, geographic covenants and activity restrictions (as applicable) set forth contained in Section 4 this Agreement, in view of this Employment Agreement the nature of Corporation’s business, are reasonable and properly required necessary to protect the legitimate business interests of Corporation, and that any breach or threatened breach of this Agreement will cause irreparable injury to Corporation, that money damages shall not provide an adequate remedy, and that their enforcement would not impose a hardship or significantly impair any Seller’s ability to earn a livelihood. The remedy at law for the protection any breach of the Company Group. The Executive further agrees that these restrictions foregoing shall be given inadequate, and Corporation shall therefore be entitled, in addition to any other relief available to it, to preliminary, temporary and permanent injunctive relief without the construction which renders their necessity of proving irreparable harm or posting a bond. If provisions enforceable to the maximum extent (but not in excess of their express terms) possible under applicable law. If, however, this Agreement are ever determined by a court of competent jurisdiction determines that to exceed limitations permitted by law, then such provisions shall be reformed automatically to set forth the maximum limitations permissible by law. If any Seller violates any of the restrictions stated herein are unreasonable or otherwise not enforceablecontained in this Agreement, the parties agree relevant restricted period shall be extended by a period equal to the reduction length of such unenforceable restriction to time from the maximum time, geographic and activity restriction (as applicable) as such court deems reasonable and otherwise enforceable under the circumstances then existing. Also, if the Company Group seeks partial enforcement of those Sections as to only time, geographic and activity restrictions which are deemed reasonable by a court of competent jurisdiction, then the Company Group shall be entitled to such partial enforcement. If such agreement of reduction or right of partial enforcement is not enforced by a court of competent jurisdiction, then the unenforceable provisions shall be severed in accordance with Section 6.5. The Executive recognizes that any breach of Section 4 will cause irreparable injury to the Company Group and that the actual damages may be difficult to ascertain, and the Executive agrees that money damages may not be an adequate remedy for breach commencement of any such Sectionsviolation until such time as such violation shall be deemed, by the Board of Directors, to be cured. Therefore, in the event of a Nothing contained herein shall be considered as prohibiting Corporation from pursuing any other remedies available to it for such breach or threatened breach breach, including any recovery of damages from any such Sections by Seller. If any Seller violates this Agreement, each Seller shall be jointly and severally liable for any reasonable attorneys’ fees, legal fees and costs, expert witness fees and cost and any other costs and expenses that Corporation incurs in connection with the Executive, the Company Group, or their respective successors and assigns may, in addition enforcement of its rights under this Agreement. The Corporation may provide a copy of this Agreement to other rights and remedies existing in their favor, apply to a court of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any breach of, the provisions hereof without the requirement to post bond. In addition, third party in the event sole discretion of the Corporation. Each Seller shall provide a breach by the Executive copy of such Sections, the covenant period with respect this Agreement to the Executive and such breached restriction, shall be tolled until such breach is stoppedany subsequent prospective or actual employers so that they are properly advised of each Seller’s obligations hereunder.

Reasonableness of Restrictions. The Executive specifically acknowledges and agrees that the timerestrictions contained in this Agreement, geographic and activity restrictions (as applicable) set forth in Section 4 view of this Employment Agreement the nature of Company’s business, are reasonable and properly required necessary to protect the legitimate business interests of Company, and that any breach or threatened breach of this Agreement will cause irreparable injury to Company, that money damages shall not provide an adequate remedy, and that their enforcement would not impose a hardship or significantly impair Executive’s ability to earn a livelihood. The remedy at law for the protection any breach of the Company Group. The Executive further agrees that these restrictions foregoing shall be given inadequate, and Company shall therefore be entitled, in addition to any other relief available to it, to preliminary, temporary and permanent injunctive relief without the construction which renders their necessity of proving irreparable harm or posting a bond. If provisions enforceable to the maximum extent (but not in excess of their express terms) possible under applicable law. If, however, this Agreement are ever determined by a court of competent jurisdiction determines that to exceed limitations permitted by law, then such provisions shall be reformed automatically to set forth the maximum limitations permissible by law. If either Executive or Wealth Engineering violates any of the restrictions stated herein are unreasonable or otherwise not enforceablecontained in this Agreement, the parties agree relevant restricted period shall be extended by a period equal to the reduction length of such unenforceable restriction to time from the maximum time, geographic and activity restriction (as applicable) as such court deems reasonable and otherwise enforceable under the circumstances then existing. Also, if the Company Group seeks partial enforcement of those Sections as to only time, geographic and activity restrictions which are deemed reasonable by a court of competent jurisdiction, then the Company Group shall be entitled to such partial enforcement. If such agreement of reduction or right of partial enforcement is not enforced by a court of competent jurisdiction, then the unenforceable provisions shall be severed in accordance with Section 6.5. The Executive recognizes that any breach of Section 4 will cause irreparable injury to the Company Group and that the actual damages may be difficult to ascertain, and the Executive agrees that money damages may not be an adequate remedy for breach commencement of any such Sectionsviolation until such time as such violation shall be deemed, by the Board of Directors, to be cured. Therefore, in the event of a Nothing contained herein shall be considered as prohibiting Company from pursuing any other remedies available to it for such breach or threatened breach breach, including any recovery of damages from Executive and/or Wealth Engineering. If either Executive or Wealth Engineering violate this Agreement, Executive and Wealth Engineering shall be jointly and severally liable for any such Sections by reasonable attorneys’ fees, legal fees and costs, expert witness fees and cost and any other costs and expenses that Company incurs in connection with the Executive, the enforcement of its rights under this Agreement. The Company Group, or their respective successors and assigns may, in addition may provide a copy of this Agreement to other rights and remedies existing in their favor, apply to a court of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any breach of, the provisions hereof without the requirement to post bond. In addition, third party in the event sole discretion of the Company. Executive shall provide a breach by the Executive copy of such Sections, the covenant period with respect this Agreement to the Executive any subsequent prospective or actual employers so that they are properly advised of Executive’s and such breached restriction, shall be tolled until such breach is stoppedWealth Engineering’s obligations hereunder.

Reasonableness of Restrictions. The Executive specifically Employee agrees that the restrictive covenants set forth in Paragraph 8 of this Agreement are reasonable in temporal and geographic scope in light of the fact that Employee was employed as Group Vice President, Technology Solutions and had responsibility for Technology Solutions Group Businesses business on a national geographic scope, and had access to, and responsibility for, Technology Solutions Group Businesses Confidential Information, customers, business plans, and operational information. Employee also agrees that the Severance Benefit constitutes good, valuable and independent consideration for the restrictive covenants set forth in Paragraph 8. a. Employee acknowledges and agrees that his breach of the time, geographic and activity restrictions (as applicable) restrictive covenants set forth in Section 4 of this Employment Agreement are reasonable Paragraph 8 would cause irreparable harm to the Technology Solutions Group Businesses and properly required for that such harm may not be compensable entirely with monetary damages. If Employee violates the protection of restrictive covenants set forth in Paragraph 8, the Company Groupmay, but shall not be required to, seek injunctive relief and/or any other remedy allowed at law, in equity, or under this Agreement. The Executive further agrees that these restrictions Any injunctive relief sought by the Company shall be given the construction which renders their provisions enforceable in addition to the maximum extent (but and not in excess limitation of their express terms) possible any monetary relief or other remedies or rights to which Company is or may be entitled at law, in equity, or under applicable law. If, however, a court of competent jurisdiction determines that this Agreement. b. In connection with any of suit at law or in equity by the restrictions stated herein are unreasonable or otherwise not enforceableCompany under this Agreement, the parties agree to the reduction of such unenforceable restriction to the maximum time, geographic and activity restriction (as applicable) as such court deems reasonable and otherwise enforceable under the circumstances then existing. Also, if the Company Group seeks partial enforcement of those Sections as to only time, geographic and activity restrictions which are deemed reasonable by a court of competent jurisdiction, then the Company Group shall be entitled to such partial enforcement. If such agreement of reduction or right of partial enforcement is not enforced by a court of competent jurisdictionan accounting, then the unenforceable provisions shall be severed in accordance with Section 6.5. The Executive recognizes that any breach of Section 4 will cause irreparable injury and to the Company Group and that repayment of all profits, compensation, commissions, fees, or other remuneration which Employee or any other entity or person has either directly or indirectly realized on its behalf or on behalf of another and/or may realize, as a result of growing out of or in connection with the actual damages may be difficult violation which is the subject of the suit. In addition to ascertain, and the Executive agrees that money damages may not be an adequate remedy for breach of any such Sections. Therefore, in the event of a breach or threatened breach of any such Sections by the Executiveforegoing, the Company Group, or their respective successors shall be entitled to be awarded its reasonable attorney's fees and assigns may, costs incurred in addition to other rights and remedies existing in their favor, apply to a court of competent jurisdiction for specific performance and/or injunctive or other relief in order bringing any suit to enforce the terms of this Agreement or prevent to seek damages for its breach, as well as any breach of, attorney’s fees and costs for the provisions hereof without the requirement to post bond. In addition, collection of any judgments in the event Company's favor arising out of a breach by the Executive of such Sections, the covenant period with respect to the Executive and such breached restriction, shall be tolled until such breach is stoppedthis Agreement.

Reasonableness of Restrictions. The Executive specifically acknowledges You acknowledge and agrees recognize the highly competitive nature of the Company’s and its affiliates’ business, that access to Confidential Information renders you special and unique within the Company’s and its affiliates’ industry, and that you will have the opportunity to develop substantial relationships and goodwill (on behalf of the Company and its affiliates) with existing and prospective clients, accounts, customers, consultants, contractors, investors, strategic partners, and other business relations of the Company and its affiliates during the course of and as a result of your employment with the Company. In light of the foregoing, you recognize, acknowledge, and agree that the time, geographic restrictions and activity restrictions (as applicable) limitations set forth in Section 4 of this Employment Agreement Exhibit A are reasonable and properly required for valid in geographical and temporal scope and in all other respects and are essential to protect the protection value of the business and assets of the Company Groupand its affiliates. The Executive You further agrees acknowledge and agree that these the restrictions and limitations set forth in this Exhibit A will not materially interfere with your ability to earn a living following the termination of your employment with the Company. Each of the rights enumerated in this Exhibit A shall be independent of the others and shall be in addition to and not in lieu of any other rights and remedies available to the Company and its affiliates at law or in equity. If any of the provisions of this Exhibit A or any part of any of them is hereafter construed or adjudicated to be invalid or unenforceable, the same shall not affect the remainder of this Exhibit A, which shall be given full effect without regard to the construction which renders their invalid portions. If any of the covenants contained herein are held to be invalid or unenforceable because of the duration of such provisions enforceable or the area or scope covered thereby, the court making such determination shall have the power to (and it is the intention of you and the Company that the court) reduce the duration, scope, and/or area of such provision to the maximum extent (but not and/or broadest duration, scope, and/or area permissible by law, and in excess of their express terms) possible under applicable lawits reduced form said provision shall then be enforceable. If, however, a court of competent jurisdiction determines You expressly acknowledge and agree that any of the restrictions stated herein are unreasonable or otherwise not enforceable, the parties agree to the reduction of such unenforceable restriction to the maximum time, geographic and activity restriction (as applicable) as such court deems reasonable and otherwise enforceable under the circumstances then existing. Also, if the Company Group seeks partial enforcement of those Sections as to only time, geographic and activity restrictions which are deemed reasonable by a court of competent jurisdiction, then the Company Group shall be entitled to such partial enforcement. If such agreement of reduction or right of partial enforcement is not enforced by a court of competent jurisdiction, then the unenforceable provisions shall be severed in accordance with Section 6.5. The Executive recognizes that any breach of Section 4 will cause irreparable injury to the Company Group and that the actual damages may be difficult to ascertain, and the Executive agrees that money damages may not be an adequate remedy for breach of any such Sections. Therefore, in the event of a breach or threatened breach of any such Sections by of the Executiveterms and/or conditions set forth in the letter agreement, including this Exhibit A, may result in substantial, continuing, and irreparable injury to the Company Groupand its affiliates. Therefore, or their respective successors and assigns mayyou hereby agree that, in addition to any other rights remedy that may be available to the Company and remedies existing in their favorits affiliates, apply the Company and its affiliates shall be entitled to seek injunctive relief, specific performance, or other equitable relief by a court of competent appropriate jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any breach of, the provisions hereof without the requirement to post bond. In addition, in the event of any breach or threatened breach of the terms of this Exhibit A without the necessity of proving irreparable harm or injury as a breach by the Executive result of such Sectionsbreach or threatened breach. In the event it is determined that you have breached this Exhibit A, the covenant period with respect Company and its affiliates shall be entitled to recover the costs and reasonable legal fees the Company and its affiliates incur in enforcing this Exhibit A. Notwithstanding any other provision to the Executive contrary, you acknowledge and such breached restriction, agree that the duration of the restrictions in this Exhibit A (to the extent not perpetual) shall be tolled until such breach during any period of violation of any of the covenants hereof, so that the Company and its affiliates are provided with the full benefit of the restrictive periods set forth herein. You further expressly acknowledge and agree that (i) any claim you may have against the Company or any of its affiliates, whether under this Exhibit A or otherwise, will not be a defense to enforcement of the restrictions set forth in this Exhibit A, and (ii) the circumstances of your termination of employment or other relationship with the Company and its affiliates will have no impact on your obligations under this Exhibit A. You further agree that each of the Company’s affiliates is stoppeda beneficiary of the restrictions set forth in this Exhibit A and may enforce this Exhibit A. You further agree that the restrictions set forth in this Exhibit A are in addition to, and not in lieu of, any protection of confidential information, inventions, non-competition, non-interference, non-disparagement, or other restrictive covenants by which you may be bound or become bound in favor of the Company or its affiliates. You represent that you have no duties or obligations to any person or entity, by agreement or otherwise, that will prevent or impair your ability to become employed by, and fully perform your duties and responsibilities for, the Company and its affiliates.

Reasonableness of Restrictions. The Executive specifically acknowledges You acknowledge and agrees recognize the highly competitive nature of the Company’s and its affiliates’ business, that access to Confidential Information renders you special and unique within the Company’s and its affiliates’ industry, and that you will have the opportunity to develop substantial relationships and goodwill (on behalf of the Company and its affiliates) with existing and prospective clients, accounts, customers, consultants, contractors, investors, strategic partners, and other business relations of the Company and its affiliates during the course of and as a result of your employment with the Company. In light of the foregoing, you recognize, acknowledge, and agree that the time, geographic restrictions and activity restrictions (as applicable) limitations set forth in Section 4 of this Employment Agreement Exhibit A are reasonable and properly required for valid in geographical and temporal scope and in all other respects and are essential to protect the protection value of the business and assets of the Company Groupand its affiliates. The Executive You further agrees acknowledge and agree that these the restrictions and limitations set forth in this Exhibit A will not materially interfere with your ability to earn a living following the termination of your employment with the Company. Each of the rights enumerated in this Exhibit A shall be independent of the others and shall be in addition to and not in lieu of any other rights and remedies available to the Company and its affiliates at law or in equity. If any of the provisions of this Exhibit A or any part of any of them is hereafter construed or adjudicated to be invalid or unenforceable, the same shall not affect the remainder of this Exhibit A, which shall be given full effect without regard to the construction which renders their invalid portions. If any of the covenants contained herein are held to be invalid or unenforceable because of the duration of such provisions enforceable or the area or scope covered thereby, the court making such determination shall have the power to (and it is the intention of you and the Company that the court) reduce the duration, scope, and/or area of such provision to the maximum extent (but not and/or broadest duration, scope, and/or area permissible by law, and in excess of their express terms) possible under applicable lawits reduced form said provision shall then be enforceable. If, however, a court of competent jurisdiction determines You expressly acknowledge and agree that any of the restrictions stated herein are unreasonable or otherwise not enforceable, the parties agree to the reduction of such unenforceable restriction to the maximum time, geographic and activity restriction (as applicable) as such court deems reasonable and otherwise enforceable under the circumstances then existing. Also, if the Company Group seeks partial enforcement of those Sections as to only time, geographic and activity restrictions which are deemed reasonable by a court of competent jurisdiction, then the Company Group shall be entitled to such partial enforcement. If such agreement of reduction or right of partial enforcement is not enforced by a court of competent jurisdiction, then the unenforceable provisions shall be severed in accordance with Section 6.5. The Executive recognizes that any breach of Section 4 will cause irreparable injury to the Company Group and that the actual damages may be difficult to ascertain, and the Executive agrees that money damages may not be an adequate remedy for breach of any such Sections. Therefore, in the event of a breach or threatened breach of any such Sections by of the Executiveterms and/or conditions set forth in the letter agreement, including this Exhibit A, may result in substantial, continuing, and irreparable injury to the Company Groupand its affiliates. Therefore, or their respective successors and assigns mayyou hereby agree that, in addition to any other rights remedy that may be available to the Company and remedies existing in their favorits affiliates, apply the Company and its affiliates shall be entitled to seek injunctive relief, specific performance, or other equitable relief by a court of competent appropriate jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any breach of, the provisions hereof without the requirement to post bond. In addition, in the event of any breach or threatened breach of the terms of this Exhibit A without the necessity of proving irreparable harm or injury as a breach by the Executive result of such Sectionsbreach or threatened breach. In the event it is determined that you have breached this Exhibit A, the covenant period with respect Company and its affiliates shall be entitled to recover the costs and reasonable legal fees the Company and its affiliates incur in enforcing this Exhibit A. Notwithstanding any other provision to the Executive contrary, you acknowledge and such breached restriction, agree that the duration of the restrictions in this Exhibit A (to the extent not perpetual) shall be tolled until such breach is stoppedduring any period of violation of any of the covenants hereof, so that the Company and its affiliates are provided with the full benefit of the restrictive periods set forth herein.

Reasonableness of Restrictions. The Executive specifically acknowledges You acknowledge and agrees recognize the highly competitive nature of the Company’s and its affiliates’ business, that access to Confidential Information renders you special and unique within the Company’s and its affiliates’ industry, and that you will have the opportunity to develop substantial relationships and goodwill (on behalf of the Company and its affiliates) with existing and prospective clients, accounts, customers, consultants, contractors, investors, strategic partners, and other business relations of the Company and its affiliates during the course of and as a result of your employment with the Company. In light of the foregoing, you recognize, acknowledge, and agree that the time, geographic restrictions and activity restrictions (as applicable) limitations set forth in Section 4 of this Employment Agreement Exhibit A are reasonable and properly required for valid in geographical and temporal scope and in all other respects and are essential to protect the protection value of the business and assets of the Company Groupand its affiliates. The Executive You further agrees acknowledge and agree that these the restrictions and limitations set forth in this Exhibit A will not materially interfere with your ability to earn a living following the termination of your employment with the Company. Each of the rights enumerated in this Exhibit A shall be independent of the others and shall be in addition to and not in lieu of any other rights and remedies available to the Company and its affiliates at law or in equity. If any of the provisions of this Exhibit Aor any part of any of them is hereafter construed or adjudicated to be invalid or unenforceable, the same shall not affect the remainder of this Exhibit A, which shall be given full effect without regard to the construction which renders their invalid portions. If any of the covenants contained herein are held to be invalid or unenforceable because of the duration of such provisions enforceable or the area or scope covered thereby, the court making such determination shall have the power to (and it is the intention of you and the Company that the court) reduce the duration, scope, and/or area of such provision to the maximum extent (but not and/or broadest duration, scope, and/or area permissible by law, and in excess of their express terms) possible under applicable lawits reduced form said provision shall then be enforceable. If, however, a court of competent jurisdiction determines You expressly acknowledge and agree that any of the restrictions stated herein are unreasonable or otherwise not enforceable, the parties agree to the reduction of such unenforceable restriction to the maximum time, geographic and activity restriction (as applicable) as such court deems reasonable and otherwise enforceable under the circumstances then existing. Also, if the Company Group seeks partial enforcement of those Sections as to only time, geographic and activity restrictions which are deemed reasonable by a court of competent jurisdiction, then the Company Group shall be entitled to such partial enforcement. If such agreement of reduction or right of partial enforcement is not enforced by a court of competent jurisdiction, then the unenforceable provisions shall be severed in accordance with Section 6.5. The Executive recognizes that any breach of Section 4 will cause irreparable injury to the Company Group and that the actual damages may be difficult to ascertain, and the Executive agrees that money damages may not be an adequate remedy for breach of any such Sections. Therefore, in the event of a breach or threatened breach of any such Sections by of the Executiveterms and/or conditions set forth in the letter agreement, including this Exhibit A, may result in substantial, continuing, and irreparable injury to the Company Groupand its affiliates. Therefore, or their respective successors and assigns mayyou hereby agree that, in addition to any other rights remedy that may be available to the Company and remedies existing in their favorits affiliates, apply the Company and its affiliates shall be entitled to seek injunctive relief, specific performance, or other equitable relief by a court of competent appropriate jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any breach of, the provisions hereof without the requirement to post bond. In addition, in the event of any breach or threatened breach of the terms of this Exhibit A without the necessity of proving irreparable harm or injury as a breach by the Executive result of such Sectionsbreach or threatened breach. In the event it is determined that you have breached this Exhibit A, the covenant period with respect Company and its affiliates shall be entitled to recover the costs and reasonable legal fees the Company and its affiliates incur in enforcing this Exhibit A. Notwithstanding any other provision to the Executive contrary, you acknowledge and such breached restriction, agree that the duration of the restrictions in this Exhibit A (to the extent not perpetual) shall be tolled until such breach during any period of violation of any of the covenants hereof, so that the Company and its affiliates are provided with the full benefit of the restrictive periods set forth herein. You further expressly acknowledge and agree that (i) any claim you may have against the Company or any of its affiliates, whether under this Exhibit A or otherwise, will not be a defense to enforcement of the restrictions set forth in this Exhibit A, and (ii) the circumstances of your termination of employment or other relationship with the Company and its affiliates will have no impact on your obligations under this Exhibit A. You further agree that each of the Company’s affiliates is stoppeda beneficiary of the restrictions set forth in this Exhibit Aand may enforce this Exhibit A. You further agree that the restrictions set forth in this Exhibit A are in addition to, and not in lieu of, any protection of confidential information, inventions, non-competition, non-interference, non-disparagement, or other restrictive covenants by which you may be bound or become bound in favor of the Company or its affiliates. You represent that you have no duties or obligations to any person or entity, by agreement or otherwise, that will prevent or impair your ability to become employed by, and fully perform your duties and responsibilities for, the Company and its affiliates.

Reasonableness of Restrictions. The Executive specifically acknowledges 7.1. I agree that there is an enforceable agreement between myself and the Company pursuant to which the Company agrees to provide me with access to Proprietary Information and customer relationships, and pursuant to which I have been provided with shares or equity-based awards in the Company, as well as other good and valuable consideration the sufficiency of which I acknowledge. I further agree that the timethese restrictive covenants, geographic and activity restrictions (as applicable) including those set forth in Section 4 Sections 5 and 6, are ancillary to and part of the promises contained in this Agreement, and are necessary to protect the goodwill and legitimate interests of Company, including but not limited to the use and disclosure of the Proprietary Information. I acknowledge and agree that the restrictions set forth herein do not impose a greater restraint than is necessary to protect the goodwill and legitimate business interests of Company, and are not unduly burdensome to me, and that nothing contained in this Agreement will prevent me from earning a living or pursuing my career, and that I have the ability to secure other non-competitive employment using my marketable skills. I acknowledge that my duties will encompass work for the Company throughout the world, given the nature of the Company’s products and services. As such, I expressly acknowledge and agree that my observance of the restrictive covenants contained in Sections 5 and 6 are reasonable as to scope, location, and duration and that such observation will not cause me any undue hardship. 7.2. In the event that a court finds this Agreement, or any of its restrictions, to be ambiguous, unenforceable, or invalid, the Company and I agree that the court shall read the Agreement as a whole and interpret the restriction(s) at issue to be enforceable and valid to the maximum extent allowed by law. If any provision of this Employment Agreement are reasonable shall be determined to be void, invalid, unenforceable or illegal for any reason, the validity and properly required for the protection enforceability of all of the Company Groupremaining provisions hereof shall not be affected thereby. The Executive further agrees that these restrictions If any particular provision of this Agreement shall be given adjudicated to be invalid or unenforceable, such provision shall be deemed amended to delete therefrom the construction portion thus adjudicated to be invalid or unenforceable, such amendment to apply only to the operation of such provision in the particular jurisdiction in which renders their provisions such adjudication is made; provided that, if any provision contained in this Agreement shall be adjudicated to be invalid or unenforceable because such provision is held to be excessively broad as to duration, geographic scope, activity or subject, such provision shall be deemed amended by limiting and reducing it so as to be valid and enforceable to the maximum extent (but not in excess of their express terms) possible under compatible with the applicable law. If, however, a court of competent jurisdiction determines that any of the restrictions stated herein are unreasonable or otherwise not enforceable, the parties agree to the reduction laws of such unenforceable restriction to the maximum time, geographic and activity restriction (as applicable) as such court deems reasonable and otherwise enforceable under the circumstances then existing. Also, if the Company Group seeks partial enforcement of those Sections as to only time, geographic and activity restrictions which are deemed reasonable by a court of competent jurisdiction, then the Company Group shall be entitled such amendment only to such partial enforcement. If such agreement of reduction or right of partial enforcement is not enforced by a court of competent jurisdiction, then the unenforceable provisions shall be severed in accordance with Section 6.5. The Executive recognizes that any breach of Section 4 will cause irreparable injury to the Company Group and that the actual damages may be difficult to ascertain, and the Executive agrees that money damages may not be an adequate remedy for breach of any such Sections. Therefore, in the event of a breach or threatened breach of any such Sections by the Executive, the Company Group, or their respective successors and assigns may, in addition to other rights and remedies existing in their favor, apply to a court of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any breach of, the provisions hereof without the requirement to post bond. In addition, in the event of a breach by the Executive of such Sections, the covenant period with respect to the Executive operation of such provision in the applicable jurisdiction in which the adjudication is made. 7.3. I acknowledge that the restrictions set forth in Section 5 and such breached restriction6 may be waived by the Company in its sole discretion, shall be tolled until such breach is stoppedand without waiver of the Company’s position concerning the validity or enforceability of any of the terms in this Agreement, including but not limited to those in Section 5 and 6. If the Company chooses to waive any or all of my obligations under Sections 5 or 6, the Company will provide notice to me in accordance with this Agreement.

Reasonableness of Restrictions. The Executive specifically Each of Buyer and Seller acknowledges that the foregoing restrictions are reasonable and necessary to protect the value to the other of the Transactions, and agrees that in the timeevent of any breach thereof the harm to the non-breaching party will be irreparable and without adequate remedy at Law, geographic and activity restrictions (as applicable) set forth therefore that injunctive relief with respect thereto will be appropriate. Such injunctive relief shall not be the non-breaching party's exclusive remedy, and shall be in Section 4 addition to any other remedies to which it may be entitled, whether in Law or in equity. Buyer, on behalf of this Employment Agreement are reasonable itself and properly required the other members of the Buyer Group, and Seller each waives any requirement for the protection posting of any bond or security as a condition to the Company Groupgranting of any injunction or other equitable relief. The Executive further agrees that these restrictions covenants contained in Sections 12.1 and 12.2 shall be given deemed to be a series of separate covenants, one for each business line in each city of every state or jurisdiction in which the construction which renders their provisions enforceable respective businesses are currently conducted. Each such separate covenant is referred to the maximum extent (but not in excess of their express terms) possible under applicable law. If, however, herein as a "Separate Covenant." If any court or tribunal of competent jurisdiction shall refuse to enforce one or more of the Separate Covenants because the time limit applicable thereto is deemed unreasonable, it is expressly understood and agreed that such Separate Covenant or Separate Covenants shall not be void but that for the purpose of such proceedings such time limitation shall be deemed to be reduced to the extent necessary to permit the enforcement of such Separate Covenant or Separate Covenants. If any court or tribunal of competent jurisdiction shall refuse to enforce any or all of the Separate Covenants because, taken together, they are more extensive (whether as to geographic area, scope of business or otherwise) than is deemed to be reasonable, it is expressly understood and agreed between the parties hereto that such Separate Covenant or Separate Covenants shall not be void but that for the purpose of such proceedings the restrictions contained therein (whether as to geographic area, scope of business or otherwise) shall be deemed to be reduced to the extent necessary to permit the enforcement of such Separate Covenant or Separate Covenants. In the event that a court or tribunal of competent jurisdiction otherwise determines that any of the restrictions stated herein foregoing provisions are unreasonable or otherwise not enforceableunenforceable as stated, the parties agree intend that such restrictions be modified to the reduction of such unenforceable restriction to permit the maximum time, geographic and activity enforceable restriction (as applicable) as such court deems reasonable and otherwise enforceable under on the circumstances then existing. Also, if respective party's competition with the Company Group seeks partial enforcement of those Sections as to only time, geographic and activity restrictions which are deemed reasonable by a court of competent jurisdiction, then the Company Group shall be entitled to such partial enforcement. If such agreement of reduction or right of partial enforcement is not enforced by a court of competent jurisdiction, then the unenforceable provisions shall be severed in accordance with Section 6.5. The Executive recognizes that any breach of Section 4 will cause irreparable injury to the Company Group and that the actual damages may be difficult to ascertain, and the Executive agrees that money damages may not be an adequate remedy for breach of any such Sections. Therefore, in the event of a breach or threatened breach of any such Sections by the Executive, the Company Group, or their respective successors and assigns may, in addition to other rights and remedies existing in their favor, apply to a court of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any breach of, the provisions hereof without the requirement to post bond. In addition, in the event of a breach by the Executive of such Sections, the covenant period with respect to the Executive and such breached restriction, shall be tolled until such breach is stoppedparty's business.

Reasonableness of Restrictions. The Executive specifically (a) Each Target Stockholder acknowledges and agrees that any breach or violation of the time, geographic and activity restrictions (as applicable) covenants set forth in Section 4 1 or 2 hereof will cause irreparable injury and damage and incalculable harm to the Purchaser Group and that it would be very difficult or impossible to measure all of this Employment Agreement the damages resulting from any such breach or violation. Each Target Stockholder further acknowledges that such Target Stockholder has carefully read and considered the provisions of Sections 1, 2 and 3 hereof and, having done so, agrees that the restrictions and remedies set forth in such Sections (including, but not limited to, the time period, geographical and types of restrictions imposed) are fair and reasonable and properly are reasonably required for the protection of the Company business, trade secrets, interests and good will of the Purchaser Group. The Executive Each Target Stockholder further agrees acknowledges that these restrictions his or her covenants in Sections 1 and 2 have been made to induce Purchaser to complete the Mergers pursuant to the Purchase Agreement, and that Purchaser would not have done so (and no Stockholder would be receiving or receive any Merger Consideration or Additional Consideration) absent the covenants and agreements of the Target Stockholders herein contained. (b) Each Target Stockholder understands and intends that each provision and restriction agreed to by him or her in Sections 1, 2 and 3 hereof shall be given construed as separate and divisible from every other provision and restriction. In the construction which renders their provisions enforceable to the maximum extent (but not in excess of their express terms) possible under applicable law. If, however, a court of competent jurisdiction determines event that any one of the provisions of, or restrictions stated herein are unreasonable in, Sections 1, 2 and/or 3 hereof shall be held to be invalid or otherwise unenforceable, and is not enforceable, the parties agree to the reduction of such unenforceable restriction to the maximum time, geographic and activity restriction (as applicable) as such court deems reasonable and otherwise enforceable under the circumstances then existing. Also, if the Company Group seeks partial enforcement of those Sections as to only time, geographic and activity restrictions which are deemed reasonable reformed by a court of competent jurisdiction, then the Company Group remaining provisions thereof and restrictions therein shall nevertheless continue to be valid and enforceable as though the invalid or unenforceable provisions or restrictions had not been included. In the event that any such provision relating to time period, geographical and/or type of restriction shall be entitled to such partial enforcement. If such agreement of reduction or right of partial enforcement is not enforced declared by a court of competent jurisdictionjurisdiction to exceed the maximum or permissible time period, then the unenforceable provisions geographical or type of restriction such court deems reasonable and enforceable, said time period, geographical and/or type of restriction shall be severed in accordance with Section 6.5. The Executive recognizes that any breach deemed to become and shall thereafter be the maximum time period, geographical area and/or type of Section 4 will cause irreparable injury to the Company Group restriction which such court deems reasonable and that the actual damages may be difficult to ascertain, and the Executive agrees that money damages may not be an adequate remedy for breach of any such Sections. Therefore, in the event of a breach or threatened breach of any such Sections by the Executive, the Company Group, or their respective successors and assigns may, in addition to other rights and remedies existing in their favor, apply to a court of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any breach of, the provisions hereof without the requirement to post bond. In addition, in the event of a breach by the Executive of such Sections, the covenant period with respect to the Executive and such breached restriction, shall be tolled until such breach is stoppedenforceable.

Reasonableness of Restrictions. The Executive specifically acknowledges Each of subsections (a) through (e) of Section 5.10 set out above is acknowledged by Seller to be reasonable in duration, extent and agrees that application and is the timeminimum protection necessary for Purchaser and TAA in respect of its goodwill, geographic trade connections and activity restrictions (as applicable) set forth in Section 4 of this Employment Agreement are reasonable and properly required for the protection business. Each of the Company Groupcovenants and obligations on Seller’s part set out in this Section 5.10 is deemed to be separate and severable and enforceable by Purchaser and TAA accordingly. The Executive further agrees that these If any of the restrictions shall set out above are held to be given void but would be valid if part of the construction which renders their provisions enforceable to the maximum extent (but not in excess of their express terms) possible under applicable law. If, however, wording was deleted by a court of competent jurisdiction determines that any such restriction shall apply with such deletion as may be necessary to make it valid and effective. Therefore, in furtherance of and not in derogation of the restrictions stated herein are unreasonable provisions of this Agreement, Seller agrees that in the event any court of competent jurisdiction should decline to enforce any provision, in whole or otherwise not in part, of subsections (a) through (e) of this Section 5.10, then the obligations of Seller under such subsections shall be deemed to be modified to the extent which the court shall find enforceable. If any court of competent jurisdiction shall at any time deem the time period too lengthy under subsection (a) through (e) of this Section 5.10, the other subsections of this Section 5.10 shall nevertheless stand, and the time period shall be deemed to be the longest period permissible by law under the circumstances. In such case, the parties agree to that the reduction court may reduce the duration of such unenforceable restriction to the maximum timetime period. Seller acknowledges that Purchaser and TAA will be irreparably harmed if Seller’s obligations under this Section 5.10 hereunder are not specifically enforced and that Purchaser and TAA would not have an adequate remedy at law in the event of an actual or threatened violation by Seller of these obligations hereunder. Therefore, geographic Seller agrees and activity restriction (as applicable) as such court deems reasonable consents that Purchaser and otherwise enforceable under the circumstances then existing. Also, if the Company Group seeks partial enforcement of those Sections as to only time, geographic and activity restrictions which are deemed reasonable by a court of competent jurisdiction, then the Company Group TAA shall be entitled to an injunction or any appropriate decree of specific performance for any actual or threatened violations or breaches by Seller and such partial enforcement. If such agreement of reduction or right of partial enforcement is not enforced by a court of competent jurisdiction, then the unenforceable provisions shall be severed in accordance with Section 6.5. The Executive recognizes that any breach of Section 4 will cause irreparable injury to the Company Group and that the actual damages other relief as may be difficult just and proper, including the right to ascertain, and the Executive agrees that money recover all losses or damages may not be an adequate remedy for breach of suffered by Purchaser or TAA resulting from any such Sections. Therefore, in the event of a breach or threatened breach of any such Sections by the Executive, the Company Group, or their respective successors and assigns may, in addition to other rights and remedies existing in their favor, apply to a court of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any breach of, the provisions hereof without the requirement to post bond. In addition, in the event of a breach by the Executive of such Sections, the covenant period with respect to the Executive and such breached restriction, shall be tolled until such breach is stoppedbreach.

Reasonableness of Restrictions. Reformation: Enforcement. The Executive specifically acknowledges parties hereto recognize and agrees acknowledge that the time, geographic geographical and activity restrictions (as applicable) set forth time limitations contained in Section 4 of this Employment Agreement 6 and 7 hereof (hereinafter "Restrictive Covenants") are reasonable reasonably necessary to protect the Employer's legitimate business interests and properly required for the adequate protection of such business interests of Employer. Employee acknowledges that the Company GroupEmployer will provide to Employee confidential information concerning the Employer's business methods and operating practices in reliance on the covenants contained in the Restricted Covenants. The Executive further agrees It is agreed by the parties hereto that these if any portion of the restrictions contained in the Restrictive Covenants. It is agreed by the parties hereto that if any portion of the restrictions contained in the Restrictive Covenants are held to be unreasonable, arbitrary, or against public policy, then the restrictions shall be given the construction which renders their provisions enforceable considered divisible, both as to the maximum extent (but time and to the geographical area, with each month of the specified period being deemed a separate period of time and each radius mile of the restricted territory being deemed a separate geographic area, so that the lesser period of time or geographical area shall remain effective so long as the same is not unreasonable, arbitrary, or against public policy. The parties hereto agree that in excess of their express terms) possible under applicable law. If, however, a the event any court of competent jurisdiction determines that the specified period or the specified geographical area of the restricted territory to be unreasonable, arbitrary, or against public policy, a lesser time period or geographical area which is determined to be reasonable, nonarbitrary, and not against public policy may be enforced against Employee. If Employee shall violate any of the restrictions stated covenants contained herein are unreasonable and if any court action is instituted by the Employer to prevent or otherwise not enforceable, the parties agree to the reduction of enjoin such unenforceable restriction to the maximum time, geographic and activity restriction (as applicable) as such court deems reasonable and otherwise enforceable under the circumstances then existing. Also, if the Company Group seeks partial enforcement of those Sections as to only time, geographic and activity restrictions which are deemed reasonable by a court of competent jurisdictionviolation, then the Company Group period of time during which the Employer's business activities shall be entitled to such partial enforcement. If such agreement of reduction or right of partial enforcement is not enforced by a court of competent jurisdictionrestricted, then the unenforceable provisions shall be severed as provided in accordance with Section 6.5. The Executive recognizes that any breach of Section 4 will cause irreparable injury to the Company Group and that the actual damages may be difficult to ascertain, and the Executive agrees that money damages may not be an adequate remedy for breach of any such Sections. Therefore, in the event of a breach or threatened breach of any such Sections by the Executive, the Company Group, or their respective successors and assigns may, in addition to other rights and remedies existing in their favor, apply to a court of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any breach of, the provisions hereof without the requirement to post bond. In addition, in the event of a breach by the Executive of such Sections, the covenant period with respect to the Executive and such breached restrictionthis Agreement, shall be tolled until such lengthened by a period of time equal to the period between the date of the Employee's breach is stoppedof 38 the terms or covenants contained in this Agreement and the date on which the decree of the court disposing of the issued upon the merits shall become final and not subject to further appeal.

Reasonableness of Restrictions. The Executive specifically acknowledges Each of the rights enumerated in this Exhibit A shall be independent of the others and agrees that shall be in addition to and not in lieu of any other rights and remedies available to the time, geographic Company and activity restrictions (as applicable) set forth its affiliates at law or in Section 4 equity. If any of the provisions of this Employment Agreement are reasonable and properly required for Exhibit Aor any part of any of them is hereafter construed or adjudicated to be invalid or unenforceable, the protection same shall not affect the remainder of the Company Group. The Executive further agrees that these restrictions this Exhibit A, which shall be given full effect without regard to the construction which renders their invalid portions. If any of the covenants contained herein are held to be invalid or unenforceable because of the duration of such provisions enforceable or the scope covered thereby, the court making such determination shall have the power to (and it is the intention of you and the Company that the court) reduce the duration and/or scope of such provision to the maximum extent (but not and/or broadest duration and/or scope permissible by law, and in excess of their express terms) possible under applicable lawits reduced form said provision shall then be enforceable. If, however, a court of competent jurisdiction determines You expressly acknowledge and agree that any of the restrictions stated herein are unreasonable or otherwise not enforceable, the parties agree to the reduction of such unenforceable restriction to the maximum time, geographic and activity restriction (as applicable) as such court deems reasonable and otherwise enforceable under the circumstances then existing. Also, if the Company Group seeks partial enforcement of those Sections as to only time, geographic and activity restrictions which are deemed reasonable by a court of competent jurisdiction, then the Company Group shall be entitled to such partial enforcement. If such agreement of reduction or right of partial enforcement is not enforced by a court of competent jurisdiction, then the unenforceable provisions shall be severed in accordance with Section 6.5. The Executive recognizes that any breach of Section 4 will cause irreparable injury to the Company Group and that the actual damages may be difficult to ascertain, and the Executive agrees that money damages may not be an adequate remedy for breach of any such Sections. Therefore, in the event of a breach or threatened breach of any such Sections by of the Executiveterms and/or conditions set forth in the letter agreement, including this Exhibit A, may result in substantial, continuing, and irreparable injury to the Company Groupand its affiliates. Therefore, or their respective successors and assigns mayyou hereby agree that, in addition to any other rights remedy that may be available to the Company and remedies existing in their favorits affiliates, apply the Company and its affiliates shall be entitled to seek injunctive relief, specific performance, or other equitable relief by a court of competent appropriate jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any breach of, the provisions hereof without the requirement to post bond. In addition, in the event of any breach or threatened breach of the terms of this Exhibit A without the necessity of proving irreparable harm or injury as a breach by the Executive result of such Sectionsbreach or threatened breach. In the event it is determined that you have breached this Exhibit A, the covenant period with respect to the Executive Company and such breached restriction, its affiliates shall be tolled until such breach entitled to recover the costs and reasonable legal fees the Company and its affiliates incur in enforcing this Exhibit A. You further expressly acknowledge and agree that (i) any claim you may have against the Company or any of its affiliates, whether under this Exhibit A or otherwise, will not be a defense to enforcement of the restrictions set forth in this Exhibit A, and (ii) the circumstances of your termination of employment or other relationship with the Company and its affiliates will have no impact on your obligations under this Exhibit A. You further agree that each of the Company’s affiliates is stoppeda beneficiary of the restrictions set forth in this Exhibit A and may enforce this Exhibit A. You further agree that the restrictions set forth in this Exhibit A are in addition to, and not in lieu of, any protection of confidential information, protection of intellectual property, non-disparagement, or other restrictive covenants by which you may be bound or become bound in favor of the Company or its affiliates. You represent that you have no duties or obligations to any person or entity, by agreement or otherwise, that will prevent or impair your ability to become employed by, and fully perform your duties and responsibilities for, the Company and its affiliates.

Reasonableness of Restrictions. The In recognition of the nature of the Bank’s business as a community-oriented financial institution, and Executive’s continuing business development role as President and Chief Executive specifically Officer of the Bank, Executive acknowledges and agrees that he will play a vital role in the timeBank’s business development activities, geographic and activity restrictions (as applicable) will have frequent contact with and access to Confidential Information concerning all Customers of the Bank, in all of the Bank’s banking markets Executive further acknowledges that the Bank and Bancorp have and will continue to have a substantial economic interest in the Bank’s business in the Relevant Market which this Paragraph 10 specifically is intended to protect. Accordingly, Executive agrees that it is reasonable and appropriate for the restrictive covenants set forth in Section 4 this Paragraph 10 to apply to all of this Employment Agreement the Bank’s banking markets and to all its Customers in those markets, and that the Relevant Market and Restriction Period are limited in scope to the geographic territory and period of time reasonably necessary to protect the Bank’s and Bancorp’s economic interest and otherwise are reasonable and properly required for proper. In the protection of event the Company Group. The Executive further agrees that these restrictions shall Restriction Period or any other such time limitation is deemed to be given the construction which renders their provisions enforceable to the maximum extent (but not in excess of their express terms) possible under applicable law. If, however, a court of competent jurisdiction determines that any of the restrictions stated herein are unreasonable or otherwise not enforceable, the parties agree to the reduction of such unenforceable restriction to the maximum time, geographic and activity restriction (as applicable) as such court deems reasonable and otherwise enforceable under the circumstances then existing. Also, if the Company Group seeks partial enforcement of those Sections as to only time, geographic and activity restrictions which are deemed reasonable by a court of competent jurisdiction, then Executive hereby agrees to submit to such reduction of the Company Group Restriction Period as the court shall deem reasonable. In the event the Relevant Market is deemed by a court of competent jurisdiction to be unreasonable, Executive hereby agrees that the Relevant Market shall be entitled reduced by excluding any separately identifiable and geographically severable area necessary to such partial enforcementmake the remaining geographic restriction reasonable, but this Paragraph 10 shall be enforced as to all other areas included in the Relevant Market which are not so excluded. If such agreement any of reduction or right of partial enforcement is not enforced the restrictions set forth in this Paragraph 10 shall be declared invalid for any reason whatsoever by a court of competent jurisdiction, then the unenforceable provisions shall be severed in accordance with Section 6.5. The Executive recognizes that any breach validity and enforceability of Section 4 will cause irreparable injury to the Company Group and that the actual damages may be difficult to ascertain, and the Executive agrees that money damages may not be an adequate remedy for breach of any such Sections. Therefore, in the event of a breach or threatened breach of any such Sections by the Executive, the Company Group, or their respective successors and assigns may, in addition to other rights and remedies existing in their favor, apply to a court of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any breach of, the provisions hereof without the requirement to post bond. In addition, in the event of a breach by the Executive remainder of such Sections, the covenant period with respect to the Executive and such breached restriction, restrictions shall not thereby be tolled until such breach is stoppedadversely affected.

Reasonableness of Restrictions. The Executive specifically (a) Each Founder acknowledges that the restrictions contained herein are reasonable restraints upon such Founder and further acknowledges any violation of the terms of the covenants contained in this paragraph could have a substantial detrimental effect on the Company and its Subsidiaries. Each Founder has carefully considered the nature and extent of the restrictions imposed upon him and the rights and remedies conferred upon the Company under the provisions of this Article XI and hereby acknowledges and agrees that the time, geographic and activity restrictions (as applicable) set forth in Section 4 of this Employment Agreement same are reasonable in time and properly territory, are designed to eliminate competition which would otherwise be unfair to the Company, do not stifle such Founder’s inherent skill and experience, would not operate as a bar to such Founder’s sole means of support, and are fully required for to protect the protection legitimate interest of the Company Group. The Executive further and do not confer a benefit upon the Company disproportionate to the detriment of such Founder. (b) Each Founder agrees that these restrictions any damages resulting from any violation by such Founder of any of the covenants contained in this Article XI will be impossible to ascertain and for that reason agrees that the Company shall be given entitled to an injunction without the construction which renders their provisions enforceable to the maximum extent (but not in excess necessity of their express terms) possible under applicable law. Ifposting bond, however, a from any court of competent jurisdiction determines that restraining any violation of the restrictions stated herein are unreasonable any or otherwise not enforceableall of said covenants, the parties agree either directly or indirectly, and such right to the reduction of such unenforceable restriction to the maximum time, geographic and activity restriction (as applicable) as such court deems reasonable and otherwise enforceable under the circumstances then existing. Also, if the Company Group seeks partial enforcement of those Sections as to only time, geographic and activity restrictions which are deemed reasonable by a court of competent jurisdiction, then the Company Group injunction shall be entitled to such partial enforcement. If such agreement of reduction or right of partial enforcement is not enforced by a court of competent jurisdiction, then the unenforceable provisions shall be severed in accordance with Section 6.5. The Executive recognizes that any breach of Section 4 will cause irreparable injury to the Company Group cumulative and that the actual damages may be difficult to ascertain, and the Executive agrees that money damages may not be an adequate remedy for breach of any such Sections. Therefore, in the event of a breach or threatened breach of any such Sections by the Executive, the Company Group, or their respective successors and assigns may, in addition to whatever other rights and remedies existing the Company may have. (c) If any portion of the covenants contained in their favorthis Article XI are held to be unreasonable, apply to a court of competent jurisdiction for specific performance and/or injunctive arbitrary or other relief in order to enforce or prevent any breach ofagainst public policy, the provisions hereof without covenants herein shall be considered divisible both as to time and as to geographical area, and each month of the requirement period shall be deemed to post bondbe a separate period of time. In addition, in the event any court determines the specified time period or geographic area to be unreasonable, arbitrary or against public policy, a lesser time period or geographical area which is determined to be reasonable, nonarbitrary or not against public policy may be enforced against a breaching Founder. (d) The existence of any claim or cause of action by a breach by Founder against the Executive of such SectionsCompany, the covenant period with respect whether predicated upon this Agreement or otherwise, shall not constitute a defense to the Executive and such breached restrictionenforcement of the covenants contained in this Article XI, but shall be tolled until such breach is stoppedlitigated separately.

Reasonableness of Restrictions. (a) The Executive specifically acknowledges parties acknowledge and agrees agree that (i) the operations of the Protected Business extend throughout the Business Territory and that TDI has operated and Buyer will operate the Protected Business throughout the Business Territory, (ii) the customer contacts and relations of TDI have been established and are maintained at great expense and that Seller and/or Pardos have had unique and extensive exposure to and personal contact with the customers of TDI throughout the Business Territory that have enabled them to establish a unique relationship with those customers and that, unless restricted as provided herein, would enable them to compete unfairly with TDI, and (iii) the customers, business connections, services, products, customer lists, procedures, operations and other information of the Protected Business were acquired at great expense, are protected as confidential information and provide the Protected Business with a substantial competitive advantage. The parties further agree that the time, geographic terms and activity restrictions (as applicable) set forth conditions of the restrictive covenants contained in Section 4 of this Employment Agreement 2 above are reasonable and properly required necessary for the protection of the Company Groupbusiness, intellectual property, trade secrets and confidential information of TDI and to prevent damage or loss to TDI as a result of action taken by Seller and/or Pardos or any Seller Affiliate. Seller and Pardos acknowledge that the noncompete restrictions and nondisclosure of confidential information restrictions contained in this Agreement are reasonable and the consideration provided for in the Purchase Agreement is sufficient to fully and adequately compensate Seller and/or Pardos and the Seller Affiliates for agreeing to such restrictions. The Executive parties further agrees agree that these restrictions the covenants set forth in Section 2 above have been negotiated with advice of counsel in the course of the sale of a business and its goodwill, from which Seller and Pardos (through Seller) shall receive substantial economic benefit, and therefore the parties agree that such covenants should and shall be given the construction which renders their provisions enforceable enforced to the maximum fullest extent permitted by law. (but b) In the event that, notwithstanding the foregoing, any or any part of the covenants set forth in Section 2 above shall be held to be invalid or unenforceable, the remaining parts thereof shall nevertheless continue to be valid and enforceable as though the invalid or unenforceable parts had not been included therein. Accordingly, if in excess of their express terms) possible under applicable law. If, howeverany judicial proceeding, a court of competent jurisdiction determines that any of the restrictions stated herein are unreasonable or otherwise not enforceable, the parties agree to the reduction any part of such covenants is unenforceable restriction to the maximum because it covers too extensive a geographical area or survives too long a period of time, geographic and activity restriction (as applicable) as such court deems reasonable and otherwise enforceable under the circumstances then existing. Also, if the Company Group seeks partial enforcement of those Sections as to only time, geographic and activity restrictions which are deemed reasonable by a court of competent jurisdictionor for any other reason, then the Company Group parties intend that such covenant shall be entitled deemed to cover only such partial enforcement. If maximum geographical area and maximum time period and shall otherwise be deemed limited in such agreement of reduction or right of partial enforcement is not enforced by a court of competent jurisdiction, then the unenforceable provisions manner as shall be severed enforceable by such court. (c) The parties agree that nothing in accordance with Section 6.5. The Executive recognizes that any breach of Section 4 will cause irreparable injury to the Company Group and that the actual damages may be difficult to ascertain, and the Executive agrees that money damages may not be an adequate remedy for breach of any such Sections. Therefore, in the event of a breach or threatened breach of any such Sections by the Executive, the Company Group, or their respective successors and assigns may, in addition to other rights and remedies existing in their favor, apply to a court of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any breach of, the provisions hereof without the requirement to post bond. In addition, in the event of a breach by the Executive of such Sections, the covenant period with respect to the Executive and such breached restriction, this Agreement shall be tolled until such breach is stoppedconstrued to limit or negate the statutory or common law of torts or trade secrets where it provides the Buyer or TDI with broader protection than that provided herein.

Reasonableness of Restrictions. The Executive specifically acknowledges 3.1 Shareholder has carefully read and considered the provisions of Sections 1, 2 and 3 hereof and, having done so, agrees that the timerestrictions set forth therein (including, geographic but not limited to, the time period of restriction and activity restrictions (as applicable) the geographical areas of restriction set forth in Section 4 of this Employment Agreement 1 hereof) are fair and reasonable and properly are reasonably required for the protection of the interests of Company. Shareholder represents that his business experience, capabilities, assets and net worth are such that this Agreement does not deprive him from earning a profit in the unrestricted 1.1 business activities which remain open to it or from otherwise adequately and appropriately supporting its business. 1.2 Shareholder acknowledges that unauthorized disclosure of Confidential Information will damage Company’s business and its goodwill; that Confidential Information would be susceptible to immediate competitive application by a competitor of Company’s; that Company’s business is substantially dependent on access to and the continuing secrecy of Confidential Information; that Confidential Information is novel, unique to Company Group. The Executive further agrees and known only to Shareholder, Company and certain key employees, directors and contractors of Company; that these Company shall at all times retain ownership and control of all Confidential Information; and that the restrictions contained in this Agreement are reasonable and necessary for the protection of Company’s legitimate business interests. 1.3 In the event that any of the provisions of Sections 1, 2 or 3 shall be given held to be invalid or unenforceable, the construction which renders their remaining provisions shall nevertheless continue to be valid and enforceable as though the invalid or unenforceable parts had not been included therein. In the event that any provision of Section 1 relating to the maximum extent (but not in excess time period and/or areas of their express terms) possible under applicable law. If, however, restriction shall be declared by a court of competent jurisdiction determines that any of the restrictions stated herein are unreasonable or otherwise not enforceable, the parties agree to the reduction of such unenforceable restriction to exceed the maximum time, geographic and activity restriction (as applicable) as time period or areas such court deems reasonable and otherwise enforceable under the circumstances then existing. Alsoenforceable, if the Company Group seeks partial enforcement said time period and/or areas of those Sections as to only time, geographic and activity restrictions which are deemed reasonable by a court of competent jurisdiction, then the Company Group restriction shall be entitled deemed to become and thereafter be the maximum time period and/or areas which such partial enforcement. If such agreement of reduction or right of partial enforcement is not enforced by a court of competent jurisdiction, then the unenforceable provisions shall be severed in accordance with Section 6.5. The Executive recognizes that any breach of Section 4 will cause irreparable injury to the Company Group deems reasonable and that the actual damages may be difficult to ascertain, and the Executive agrees that money damages may not be an adequate remedy for breach of any such Sections. Therefore, in the event of a breach or threatened breach of any such Sections by the Executive, the Company Group, or their respective successors and assigns may, in addition to other rights and remedies existing in their favor, apply to a court of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any breach of, the provisions hereof without the requirement to post bond. In addition, in the event of a breach by the Executive of such Sections, the covenant period with respect to the Executive and such breached restriction, shall be tolled until such breach is stoppedenforceable.

Reasonableness of Restrictions. The Executive specifically acknowledges and agrees that the timecovenants contained in Sections 5, geographic 6, 7 and activity 8 above are reasonable in scope and duration and are reasonably necessary to protect the legitimate business interests of the Company and its Affiliates. Executive further acknowledges that Executive’s skills are such that Executive can be gainfully employed in noncompetitive employment and that the restrictions (and other covenants in this Section 5, 6, 7 and 8 will in no way prevent Executive from earning a living. Executive understands that the foregoing restrictions may limit Executive’s ability to engage in certain businesses anywhere in the Area of Interest during the Restriction Period, but acknowledges that Executive is receiving sufficient consideration and other benefits to justify such restriction. Without limiting the rights of the Company to pursue any other legal and/or equitable remedies available to it for any breach by Executive of the covenants contained in Sections 5, 6, 7 and 8 above, Executive acknowledges that a breach of those covenants would cause a loss to the Company for which it could not reasonably or adequately be compensated by damages in an action at law, that remedies other than injunctive relief could not fully compensate the Company for a breach of those covenants and that, accordingly, the Company shall be entitled to injunctive relief to prevent any breach or continuing breaches of Executive’s covenants as applicable) set forth in Section 4 Sections 5, 6, 7 and 8 above, and may seek such relief, at its sole option, before an arbitrator or a court of this Employment Agreement are reasonable and properly required for law. It is the protection intention of the Company Group. The Executive further agrees Parties that these restrictions if, in any such action before any court or arbitrator (as the case may be) empowered to enforce such covenants, any term, restriction, covenant, or promise is found to be illegal, invalid or unenforceable under any present or future law, then such term, restriction, covenant, or promise shall be given deemed modified to the construction which renders their provisions extent necessary to make it enforceable to the maximum extent (but not in excess of their express terms) possible under permitted by applicable law. If, however, a court of competent jurisdiction determines that any of the restrictions stated herein are unreasonable or otherwise not enforceable, the parties agree to the reduction of such unenforceable restriction to the maximum time, geographic and activity restriction (as applicable) as such court deems reasonable and otherwise enforceable under the circumstances then existing. Also, if the Company Group seeks partial enforcement of those Sections as to only time, geographic and activity restrictions which are deemed reasonable by a court of competent jurisdiction, then the Company Group shall be entitled to such partial enforcement. If such agreement of reduction or right of partial enforcement is not enforced by a court of competent jurisdiction, then the unenforceable provisions shall be severed in accordance with Section 6.5. The Executive recognizes that any breach of Section 4 will cause irreparable injury to the Company Group and that the actual damages may be difficult to ascertain, and the Executive agrees that money damages the Company may not be an adequate remedy for breach seek, at its sole option, confidential treatment of any such Sections. Therefore, in the event of a breach part or threatened breach of any such Sections by the Executive, the Company Group, or their respective successors and assigns may, in addition to other rights and remedies existing in their favor, apply to a court of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any breach of, the provisions hereof without the requirement to post bond. In addition, in the event of a breach by the Executive all of such Sectionsproceedings, the covenant period with respect and Executive agrees that Executive will not object to the Executive and such breached restriction, shall be tolled until such breach is stoppedtreatment.

Reasonableness of Restrictions. The Executive specifically In recognition of the nature of 1st Financial’s and Mountain 1st’s business as a community-oriented financial institution, Officer acknowledges and agrees that he plays an important role in the timedevelopment of 1st Financial’s and Mountain 1st’s business, geographic and activity restrictions (as applicable) has frequent contact with Mountain 1st’s Customers and access to Confidential Information regarding 1st Financial’s and Mountain 1st’s business, including Confidential Information concerning all Customers of Mountain 1st in all of its banking markets. Officer further acknowledges that FCB will acquire a substantial economic interest in 1st Financial’s and Mountain 1st’s business in the Relevant Market which this Paragraph 8 specifically is intended to protect. Accordingly, Officer agrees that it is reasonable and appropriate for the restrictive covenants set forth in Section 4 this Paragraph 8 to apply to the Relevant Market and to all its Customers, and that the Relevant Market and Restriction Period are limited in scope to the geographic territory and period of this Employment Agreement time reasonably necessary to protect FCB’s economic interest and otherwise are reasonable and properly required for proper. In the protection of event the Company Group. The Executive further agrees that these restrictions shall Restriction Period or any other such time limitation is deemed to be given the construction which renders their provisions enforceable to the maximum extent (but not in excess of their express terms) possible under applicable law. If, however, a court of competent jurisdiction determines that any of the restrictions stated herein are unreasonable or otherwise not enforceable, the parties agree to the reduction of such unenforceable restriction to the maximum time, geographic and activity restriction (as applicable) as such court deems reasonable and otherwise enforceable under the circumstances then existing. Also, if the Company Group seeks partial enforcement of those Sections as to only time, geographic and activity restrictions which are deemed reasonable by a court of competent jurisdiction, then Officer agrees to submit to such reduction of the Company Group Restriction Period as the court shall deem reasonable. In the event the Relevant Market is deemed by a court of competent jurisdiction to be unreasonable, Officer hereby agrees that the Relevant Market shall be entitled reduced by excluding any separately identifiable and geographically severable area necessary to such partial enforcementmake the remaining geographic restriction reasonable, but this Paragraph 8 shall be enforced as to all other areas included in the Relevant Market which are not so excluded. If such agreement any of reduction or right of partial enforcement is not enforced the restrictions set forth in this Paragraph 8 shall be declared invalid for any reason whatsoever by a court of competent jurisdiction, then the unenforceable provisions shall be severed in accordance with Section 6.5. The Executive recognizes that any breach validity and enforceability of Section 4 will cause irreparable injury to the Company Group and that the actual damages may be difficult to ascertain, and the Executive agrees that money damages may not be an adequate remedy for breach of any such Sections. Therefore, in the event of a breach or threatened breach of any such Sections by the Executive, the Company Group, or their respective successors and assigns may, in addition to other rights and remedies existing in their favor, apply to a court of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any breach of, the provisions hereof without the requirement to post bond. In addition, in the event of a breach by the Executive remainder of such Sections, the covenant period with respect to the Executive and such breached restriction, restrictions shall not thereby be tolled until such breach is stoppedadversely affected.

Reasonableness of Restrictions. The Executive specifically In recognition of the nature of 1st Financial’s and Mountain 1st’s business as a community-oriented financial institution, Director acknowledges and agrees that he plays an important role in the timedevelopment of 1st Financial’s and Mountain 1st’s business, geographic and activity restrictions (as applicable) has frequent contact with Mountain 1st’s Customers and access to Confidential Information regarding 1st Financial’s and Mountain 1st’s business, including Confidential Information concerning all Customers of Mountain 1st in all of its banking markets. Director further acknowledges that FCB will acquire a substantial economic interest in 1st Financial’s and Mountain 1st’s business in the Relevant Market which this Paragraph 1 specifically is intended to protect. Accordingly, Director agrees that it is reasonable and appropriate for the restrictive covenants set forth in Section 4 this Paragraph 1 to apply to all of this Employment Agreement Mountain 1st’s banking markets and to all its Customers in those markets, and that the Relevant Market and Restriction Period are limited in scope to the geographic territory and period of time reasonably necessary to protect 1st Financial’s, Mountain 1st’s and FCB’s economic interest and otherwise are reasonable and properly required for proper. In the protection of event the Company Group. The Executive further agrees that these restrictions shall Restriction Period or any other such time limitation is deemed to be given the construction which renders their provisions enforceable to the maximum extent (but not in excess of their express terms) possible under applicable law. If, however, a court of competent jurisdiction determines that any of the restrictions stated herein are unreasonable or otherwise not enforceable, the parties agree to the reduction of such unenforceable restriction to the maximum time, geographic and activity restriction (as applicable) as such court deems reasonable and otherwise enforceable under the circumstances then existing. Also, if the Company Group seeks partial enforcement of those Sections as to only time, geographic and activity restrictions which are deemed reasonable by a court of competent jurisdiction, then Director agrees to submit to such reduction of the Company Group Restriction Period as the court shall deem reasonable. In the event the Relevant Market is deemed by a court of competent jurisdiction to be unreasonable, Director hereby agrees that the Relevant Market shall be entitled reduced by excluding any separately identifiable and geographically severable area necessary to such partial enforcementmake the remaining geographic restriction reasonable, but this Paragraph 1 shall be enforced as to all other areas included in the Relevant Market which are not so excluded. If such agreement any of reduction or right of partial enforcement is not enforced the restrictions set forth in this Paragraph 1 shall be declared invalid for any reason whatsoever by a court of competent jurisdiction, then the unenforceable provisions shall be severed in accordance with Section 6.5. The Executive recognizes that any breach validity and enforceability of Section 4 will cause irreparable injury to the Company Group and that the actual damages may be difficult to ascertain, and the Executive agrees that money damages may not be an adequate remedy for breach of any such Sections. Therefore, in the event of a breach or threatened breach of any such Sections by the Executive, the Company Group, or their respective successors and assigns may, in addition to other rights and remedies existing in their favor, apply to a court of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any breach of, the provisions hereof without the requirement to post bond. In addition, in the event of a breach by the Executive remainder of such Sections, the covenant period with respect to the Executive and such breached restriction, restrictions shall not thereby be tolled until such breach is stoppedadversely affected.

Reasonableness of Restrictions. The Executive Winterton specifically acknowledges and agrees that that: (i) given the timeintensely competitive nature of the Competitive Business, geographic the restrictions imposed upon Winterton by this Section 7 and activity the purposes for such restrictions (as applicable) set forth in Section 4 of this Employment Agreement are reasonable and properly required for are designed to protect the protection trade secrets, confidential and proprietary business information and goodwill of the Company Group. The Executive further agrees that these restrictions shall be given and its subsidiaries without unduly restricting Winterton; (ii) Winterton has developed and had access to and knowledge of, and during the construction which renders their provisions enforceable Term will develop and have access to, Confidential Information of the Company; (iii) the direct or indirect disclosure of any Confidential Information to, or use of any Confidential Information by, existing or potential competitors of the Company or its subsidiaries would place the Company and its subsidiaries at a competitive disadvantage and would do damage to them; (iv) Winterton is developing and will continue to develop client goodwill, through substantial investment by the maximum extent Company and its subsidiaries, while working for the Company; (but not v) Winterton’s engaging in excess of their express terms) possible under applicable law. If, however, a court of competent jurisdiction determines that any of the restrictions stated herein are unreasonable or otherwise not enforceable, activities prohibited by this Section 7 constitutes improper appropriation and/or use of Confidential Information and/or goodwill; (vi) Winterton’s association with the parties agree Company is expected to be critical to the reduction success of such unenforceable restriction the Company; (vii) the services to the maximum time, geographic and activity restriction (as applicable) as such court deems reasonable and otherwise enforceable under the circumstances then existing. Also, if the Company Group seeks partial enforcement of those Sections as to only time, geographic and activity restrictions which are deemed reasonable be rendered by a court of competent jurisdiction, then the Company Group shall be entitled to such partial enforcement. If such agreement of reduction or right of partial enforcement is not enforced by a court of competent jurisdiction, then the unenforceable provisions shall be severed in accordance with Section 6.5. The Executive recognizes that any breach of Section 4 will cause irreparable injury Winterton to the Company Group and that the actual damages may be difficult to ascertain, and the Executive agrees that money damages may not be an adequate remedy for breach of any such Sections. Therefore, in the event are of a breach or threatened breach special and unique character and, as the Chief Executive Officer of any such Sections by the ExecutiveCompany, the Company Group, or their respective successors Winterton will develop and assigns may, in addition have access to other rights Confidential Information and remedies existing in their favor, apply to a court of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any breach of, the provisions hereof without the requirement to post bond. In addition, in the event of a breach by the Executive of such Sections, the covenant period client goodwill with respect to the Executive Company as a whole; (viii) the Company and such breached restrictionits subsidiaries operate globally; (ix) the non-competition and other restrictive covenants and agreements set forth in this Section 7 are fair and reasonable; (x) in light of the foregoing and of Winterton’s education, shall skills, abilities and financial resources, Winterton will not assert, and it should not be tolled until such breach is stoppedconsidered, that enforcement of any of the covenants set forth in this Section 7 would prevent Winterton from earning a living or otherwise are void, voidable or unenforceable or should be voided or held unenforceable.

Reasonableness of Restrictions. The Executive specifically acknowledges and agrees that the time, geographic and activity restrictions (as applicable) set forth in Section 4 of this Employment Agreement are reasonable and properly required for the protection of the Company Group. The Executive further agrees that these restrictions shall be given the construction which renders their provisions enforceable to the maximum extent (but not in excess of their express terms) possible under applicable law. If, however, a court of competent jurisdiction determines that any of the restrictions stated herein are unreasonable or otherwise not enforceable, the parties agree to the reduction of such unenforceable restriction to the maximum time, geographic and activity restriction (as applicable) as such court deems reasonable and otherwise enforceable under the circumstances then existing. Also, if the Company Group seeks partial enforcement of those Sections as to only time, geographic and activity restrictions which are deemed reasonable by a court of competent jurisdiction, then the Company Group shall be entitled to such partial enforcement. If such agreement of reduction or right of partial enforcement is not enforced by a court of competent jurisdiction, then the unenforceable provisions shall be severed in accordance with Section 6.57.5. The Executive recognizes that any breach of Section 4 will cause irreparable injury to the Company Group and that the actual damages may be difficult to ascertain, and the Executive agrees that money damages may not be an adequate remedy for breach of any such Sections. Therefore, in the event of a breach or threatened breach of any such Sections by the Executive, the Company Group, or their respective successors and assigns may, in addition to other rights and remedies existing in their favor, apply to a court of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any breach of, the provisions hereof without the requirement to post bond. In addition, in the event of a breach by the Executive of such Sections, the covenant period with respect to the Executive and such breached restriction, shall be tolled until such breach is stopped.

Reasonableness of Restrictions. Reformation: Enforcement. The Executive specifically acknowledges parties hereto recognize and agrees acknowledge that the time, geographic geographical and activity restrictions (as applicable) set forth time limitations contained in Section 4 of this Employment Agreement 6 and 7 hereof (hereinafter "Restrictive Covenants") are reasonable reasonably necessary to protect the Employer's legitimate business interests and properly required for the adequate protection of such business interests of Employer. Employee acknowledges that the Company GroupEmployer will provide to Employee confidential information concerning the Employer's business methods and operating practices in reliance on the covenants contained in the Restricted Covenants. The Executive further agrees It is agreed by the parties hereto that these if any portion of the restrictions contained in the Restrictive Covenants. It is agreed by the parties hereto that if any portion of the restrictions contained in the Restrictive Covenants are held to be unreasonable, arbitrary, or against public policy, then the restrictions shall be given the construction which renders their provisions enforceable considered divisible, both as to the maximum extent (but time and to the geographical area, with each month of the specified period being deemed a separate period of time and each radius mile of the restricted territory being deemed a separate geographic area, so that the lesser period of time or geographical area shall remain effective so long as the same is not unreasonable, arbitrary, or against public policy. The parties hereto agree that in excess of their express terms) possible under applicable law. If, however, a the event any court of competent jurisdiction determines that the specified period or the specified geographical area of the restricted territory to be unreasonable, arbitrary, or against public policy, a lesser time period or geographical area which is determined to be reasonable, nonarbitrary, and not against public policy may be enforced against Employee. If Employee shall violate any of the restrictions stated covenants contained herein are unreasonable and if any court action is instituted by the Employer to prevent or otherwise not enforceable, the parties agree to the reduction of enjoin such unenforceable restriction to the maximum time, geographic and activity restriction (as applicable) as such court deems reasonable and otherwise enforceable under the circumstances then existing. Also, if the Company Group seeks partial enforcement of those Sections as to only time, geographic and activity restrictions which are deemed reasonable by a court of competent jurisdictionviolation, then the Company Group period of time during which the Employer's business activities shall be entitled to such partial enforcement. If such agreement of reduction or right of partial enforcement is not enforced by a court of competent jurisdictionrestricted, then the unenforceable provisions shall be severed as provided in accordance with Section 6.5. The Executive recognizes that any breach of Section 4 will cause irreparable injury to the Company Group and that the actual damages may be difficult to ascertain, and the Executive agrees that money damages may not be an adequate remedy for breach of any such Sections. Therefore, in the event of a breach or threatened breach of any such Sections by the Executive, the Company Group, or their respective successors and assigns may, in addition to other rights and remedies existing in their favor, apply to a court of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any breach of, the provisions hereof without the requirement to post bond. In addition, in the event of a breach by the Executive of such Sections, the covenant period with respect to the Executive and such breached restrictionthis Agreement, shall be tolled until such lengthened by a period of time equal to the period between the date of the Employee's breach is stoppedof the terms or covenants contained in this Agreement and the date on which the decree of the court disposing of the issued upon the merits shall become final and not subject to further appeal.

Reasonableness of Restrictions. The Executive specifically Employee acknowledges and agrees that that, given the timenature of the Business, geographic and activity the Company’s proposed Business plans, the restrictions (as applicable) set forth in Section 4 of imposed upon Employee by this Employment Agreement ARTICLE III and the purposes for such restrictions are reasonable and properly required for are designed to protect the protection trade secrets, confidential and proprietary business information and the future success of the Company Groupand its subsidiaries without unduly restricting Employee. The Executive Specifically, Employee acknowledges that the restrictions and covenants contained in this ARTICLE III will not prohibit Employee from pursuing Employee’s career upon termination of Employee’s employment relationship with the Company. If, at the time of enforcement of this Agreement, a court shall hold that any of the duration, scope or geographic restrictions stated herein are unreasonable under circumstances then existing, the parties agree (and shall stipulate, if necessary, in an appropriate pleading) that the maximum duration, scope or geographic area reasonable under such circumstances shall be substituted for the stated duration, scope or geographic area. Employee further agrees not to challenge the enforceability or the enforcement of the restrictive covenants in this ARTICLE III. Employee specifically recognizes and affirms that the restrictive covenants contained in this ARTICLE III are material and important terms of this Agreement, and Employee further agrees that these restrictions shall should all or any part or application of any provision of this ARTICLE III be given the construction which renders their provisions enforceable to the maximum extent (but not in excess of their express terms) possible under applicable law. If, however, held or found invalid or unenforceable for any reason whatsoever by a court of competent jurisdiction determines that any of the restrictions stated herein are unreasonable in an action, or otherwise not enforceableby an arbitrator in an arbitration, the parties agree to the reduction of such unenforceable restriction to the maximum time, geographic and activity restriction (as applicable) as such court deems reasonable and otherwise enforceable under the circumstances then existing. Also, if the Company Group seeks partial enforcement of those Sections as to only time, geographic and activity restrictions which are deemed reasonable by a court of competent jurisdiction, then the Company Group shall be entitled to such partial enforcementreceive from employee all stock options and Company stock held by Employee obtained as result of the stock options being granted to Employee on the date hereof. If Employee has sold, transferred, or otherwise disposed of company stock obtained through the exercise of such agreement of reduction or right of partial enforcement is not enforced by a court of competent jurisdiction, then the unenforceable provisions shall be severed in accordance with Section 6.5. The Executive recognizes that any breach of Section 4 will cause irreparable injury to the Company Group and that the actual damages may be difficult to ascertain, and the Executive agrees that money damages may not be an adequate remedy for breach of any such Sections. Therefore, in the event of a breach or threatened breach of any such Sections by the Executivestock options, the Company Groupshall be entitled to receive from Employee the difference between the option price paid by Employee and the fair market value of such Company stock on the date of sale, transfer, or their respective successors and assigns may, in addition to other rights and remedies existing in their favor, apply to a court of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any breach of, the provisions hereof without the requirement to post bond. In addition, in the event of a breach by the Executive of such Sections, the covenant period with respect to the Executive and such breached restriction, shall be tolled until such breach is stoppeddisposition.