Common use of Restrictive Covenant Clause in Contracts

Restrictive Covenant. (i) During your service as an employee to the Company and for a period of one (1) year after the termination thereof for any reason, you shall not, nor shall you assist, cooperate with, invest in or with (provided you may acquire stock or other security listed on a national securities exchange or traded on a daily basis in the over-the-counter market not in excess of 2% of the company whose stock or other securities are being acquired), or permit any of your affiliates or relatives to, directly or indirectly, develop, own, manage, operate, control, invent or in any manner participate in the development, ownership, management, operation, control or invention of, or serve as a partner, employee, principal, agent, consultant or otherwise contract with, or have any financial interest in, or aid or assist any other person or entity that is competitive with the Business, and (ii) during your service as an employee to the Company and for a period of one (1) year after the termination thereof for any reason, you shall not, directly or indirectly, solicit, or assist any third person with the hiring of, whether as an employee, consultant or otherwise, any employee or key consultant of the Company. If a court of competent jurisdiction should declare this Paragraph, or any provision hereof, unenforceable because of any unreasonable restriction of duration and/or activity, then you hereby acknowledge and agree that such court shall have the express authority to reform this Agreement to provide for reasonable restrictions and/or grant the Company such other relief, at law or in equity, reasonably necessary to protect the interests of the Company. You specifically acknowledge that a breach of Paragraphs 4 or 6 would cause the Company and its Members to suffer immediate and irreparable harm, which could not be remedied by the payment of money. In the event of a breach or threatened breach by you of any of the provisions of this Agreement, the Company and its Members shall be entitled to injunctive relief to end such breach, without the requirement to post bond, and shall be entitled to recover reasonable attorneys’ fees and expenses. Nothing herein shall be construed as prohibiting the Company from pursuing any other remedies available to it for such breach or such threatened breach, including the recovery of damages. Notwithstanding anything herein or in the Unit Forfeiture Agreement to the contrary, in the event of your breach of this Agreement or a termination by the Company of your employment for Cause, all of your Units shall be deemed Unvested Units for purposes of the Unit Forfeiture Agreement and such Units shall be forfeit to the Company pursuant to the terms thereof.

Restrictive Covenant. (i) During your service It is mutually recognized and agreed that the -------------------- services to be rendered pursuant to this Agreement by Employee are special, unique and of extraordinary character. Therefore, as an employee a condition to Company's obligations hereunder, Employee agrees that without Company's prior written consent, during the Company term of this Agreement and for a period of one (1) year after ending on the termination thereof for any reason, you shall not, nor shall you assist, cooperate with, invest in or with (provided you may acquire stock or other security listed on a national securities exchange or traded on a daily basis in the over-the-counter market not in excess of 2% first anniversary of the company whose stock or other securities are being acquired)date of termination of Employee's employment hereunder, or permit regardless of cause, Employee will not engage in any of your affiliates or relatives tomanner, directly or indirectly, developto solicit or induce any employee or agent of Company or any of its subsidiaries to terminate employment with Company or any of its subsidiaries, ownas the case may be, manageor solicit or induce any customer of Company or any of its subsidiaries to become a customer of any person, operatefirm, controlpartnership, invent corporation, trust or in other entity that owns, controls or is a bank, savings and loan association, credit union or similar financial institution. Furthermore, Employee will at no time during or subsequent to the term of Employee's employment by Company make any manner participate statements or take any actions which could reasonably be expected to damage the reputation or business of Company. It is further recognized and agreed that irreparable injury will result to Company, its businesses and property in the developmentevent of a breach of this covenant by Employee, ownershipthat such injury would be difficult if not impossible to ascertain, managementand therefore, operationany remedy at law for any breach by Employee of this covenant will be inadequate and Company shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damage to Company by reason of any such breach. In addition, control in the event of a breach of this covenant by Employee, Company shall also be entitled to recover reasonable costs and attorneys' fees incurred in connection with the enforcement of its rights hereunder. Whenever used herein, Company shall be deemed to include any successors or invention of, or serve as a partner, employee, principal, agent, consultant or otherwise contract with, or have any financial interest in, or aid or assist any other person or entity that is competitive with which may hereafter acquire the Business, and (ii) during your service as an employee to the business of Company and for a period of one (1) year after the termination thereof for any reason, you shall not, directly or indirectly, solicit, or assist any third person with the hiring of, whether as an employee, consultant or otherwise, any employee or key consultant of the Company. If a court of competent jurisdiction should declare this Paragraph, or any provision hereofof its subsidiaries. The foregoing notwithstanding, unenforceable because should the assets of any unreasonable restriction Company be disposed of duration and/or activityin such a manner that no purchaser thereof has acquired a going business, then you hereby acknowledge and agree that such court Employee shall have the express authority to reform this Agreement to provide for reasonable restrictions and/or grant the Company such other relief, at law or in equity, reasonably necessary to protect the interests of the Company. You specifically acknowledge that a breach of Paragraphs 4 or 6 would cause the Company and its Members to suffer immediate and irreparable harm, which could not be remedied bound by the payment of money. In the event of a breach or threatened breach by you of any of the provisions of covenants expressed in this Agreement, the Company and its Members shall be entitled to injunctive relief to end such breach, without the requirement to post bond, and shall be entitled to recover reasonable attorneys’ fees and expenses. Nothing herein shall be construed as prohibiting the Company from pursuing any other remedies available to it for such breach or such threatened breach, including the recovery of damages. Notwithstanding anything herein or in the Unit Forfeiture Agreement to the contrary, in the event of your breach of this Agreement or a termination by the Company of your employment for Cause, all of your Units shall be deemed Unvested Units for purposes of the Unit Forfeiture Agreement and such Units shall be forfeit to the Company pursuant to the terms thereofparagraph.

Restrictive Covenant. (i) During your service It is mutually recognized and agreed that -------------------- the services to be rendered pursuant to this Agreement by Employee are special, unique and of extraordinary character. Therefore, as an employee a condition to Company's obligations hereunder, Employee agrees that without Company's prior written consent, during the Company term of this Agreement and for a period of one (1) year after ending on the termination thereof for any reason, you shall not, nor shall you assist, cooperate with, invest in or with (provided you may acquire stock or other security listed on a national securities exchange or traded on a daily basis in the over-the-counter market not in excess of 2% first anniversary of the company whose stock or other securities are being acquired)date of termination of Employee's employment hereunder, or permit regardless of cause, Employee will not engage in any of your affiliates or relatives tomanner, directly or indirectly, developto solicit or induce any employee or agent of Company or any of its subsidiaries to terminate employment with Company or any of its subsidiaries, ownas the case may be, manageor solicit or induce any customer of Company or any of its subsidiaries to become a customer of any person, operatefirm, controlpartnership, invent corporation, trust or in other entity that owns, controls or is a bank, savings and loan association, credit union or similar financial institution. Furthermore, Employee will at no time during or subsequent to the term of Employee's employment by Company make any manner participate statements or take any actions which could reasonably be expected to damage the reputation or business of Company. It is further recognized and agreed that irreparable injury will result to Company, its businesses and property in the developmentevent of a breach of this covenant by Employee, ownershipthat such injury would be difficult if not impossible to ascertain, managementand therefore, operationany remedy at law for any breach by Employee of this covenant will be inadequate and Company shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damage to Company by reason of any such breach. In addition, control in the event of a breach of this covenant by Employee, Company shall also be entitled to recover reasonable costs and attorneys' fees incurred in connection with the enforcement of its rights hereunder. Whenever used herein, Company shall be deemed to include any successors or invention of, or serve as a partner, employee, principal, agent, consultant or otherwise contract with, or have any financial interest in, or aid or assist any other person or entity that is competitive with which may hereafter acquire the Business, and (ii) during your service as an employee to the business of Company and for a period of one (1) year after the termination thereof for any reason, you shall not, directly or indirectly, solicit, or assist any third person with the hiring of, whether as an employee, consultant or otherwise, any employee or key consultant of the Company. If a court of competent jurisdiction should declare this Paragraph, or any provision hereofof its subsidiaries. The foregoing notwithstanding, unenforceable because should the assets of any unreasonable restriction Company be disposed of duration and/or activityin such a manner that no purchaser thereof has acquired a going business, then you hereby acknowledge and agree that such court Employee shall have the express authority to reform this Agreement to provide for reasonable restrictions and/or grant the Company such other relief, at law or in equity, reasonably necessary to protect the interests of the Company. You specifically acknowledge that a breach of Paragraphs 4 or 6 would cause the Company and its Members to suffer immediate and irreparable harm, which could not be remedied bound by the payment of money. In the event of a breach or threatened breach by you of any of the provisions of covenants expressed in this Agreement, the Company and its Members shall be entitled to injunctive relief to end such breach, without the requirement to post bond, and shall be entitled to recover reasonable attorneys’ fees and expenses. Nothing herein shall be construed as prohibiting the Company from pursuing any other remedies available to it for such breach or such threatened breach, including the recovery of damages. Notwithstanding anything herein or in the Unit Forfeiture Agreement to the contrary, in the event of your breach of this Agreement or a termination by the Company of your employment for Cause, all of your Units shall be deemed Unvested Units for purposes of the Unit Forfeiture Agreement and such Units shall be forfeit to the Company pursuant to the terms thereofparagraph.

Restrictive Covenant. (i) During your service It is mutually recognized and agreed that the services to be rendered pursuant to this Agreement by Employee are special, unique and of extraordinary character. Therefore, as an employee a condition to Company’s obligations hereunder, Employee agrees that without Company’s prior written consent, during the Company term of this Agreement and for a period ending on the fourth anniversary of one (1) year after the date of termination thereof for any reasonof his employment hereunder, you shall notregardless of cause, nor shall you assist, cooperate with, invest in or with (provided you may acquire stock or other security listed on a national securities exchange or traded on a daily basis in the over-the-counter market he will not in excess of 2% of the company whose stock or other securities are being acquired), or permit any of your affiliates or relatives tomanner, directly or indirectly, developsolicit or induce any employee or agent of Company or COBZ to terminate employment with Company or COBZ, ownas the case may be, manageor solicit or induce any customer of Company or COBZ to become a customer of any person, operatefirm, controlpartnership, invent corporation, trust or in other entity that owns, controls or is a bank, savings and loan association, credit union or similar financial institution. Furthermore, Employee will at no time during or subsequent to the term of his employment by Company make any manner participate statements or take any actions which could reasonably be expected to damage the reputation or business of Company or COBZ. It is further recognized and agreed that irreparable injury will result to Company or COBZ, its businesses and property in the developmentevent of a breach of this covenant by Employee, ownershipthat damages covered by such breach would be difficult if not impossible to ascertain, managementand that any remedy at law for any breach by Employee of this covenant will be inadequate, operationand Company or COBZ shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damage to Company or COBZ by reason of any such breach. In addition, control in the event of a breach of this covenant by Employee, Company or invention ofCOBZ shall also be entitled to recover reasonable costs and attorneys’ fees incurred in connection with the enforcement of its rights hereunder. Whenever used herein, Company shall be deemed to include any successors or serve as a partner, employee, principal, agent, consultant or otherwise contract with, or have any financial interest in, or aid or assist any other person or entity which may hereafter acquire the business of Company or COBZ. The foregoing notwithstanding, should the assets of Company he disposed of in such a manner that is competitive with the Business, and (ii) during your service as an employee to the Company and for no purchaser thereof has acquired a period of one (1) year after the termination thereof for any reason, you shall not, directly or indirectly, solicit, or assist any third person with the hiring of, whether as an employee, consultant or otherwise, any employee or key consultant of the Company. If a court of competent jurisdiction should declare this Paragraph, or any provision hereof, unenforceable because of any unreasonable restriction of duration and/or activitygoing business, then you hereby acknowledge and agree that such court Employee shall have the express authority to reform this Agreement to provide for reasonable restrictions and/or grant the Company such other relief, at law or in equity, reasonably necessary to protect the interests of the Company. You specifically acknowledge that a breach of Paragraphs 4 or 6 would cause the Company and its Members to suffer immediate and irreparable harm, which could not be remedied bound by the payment of money. In the event of a breach or threatened breach by you of any of the provisions of covenants expressed in this Agreement, the Company and its Members shall be entitled to injunctive relief to end such breach, without the requirement to post bond, and shall be entitled to recover reasonable attorneys’ fees and expenses. Nothing herein shall be construed as prohibiting the Company from pursuing any other remedies available to it for such breach or such threatened breach, including the recovery of damages. Notwithstanding anything herein or in the Unit Forfeiture Agreement to the contrary, in the event of your breach of this Agreement or a termination by the Company of your employment for Cause, all of your Units shall be deemed Unvested Units for purposes of the Unit Forfeiture Agreement and such Units shall be forfeit to the Company pursuant to the terms thereofparagraph.

Restrictive Covenant. (i) During your service It is mutually recognized and agreed that the services to be rendered pursuant to this Agreement by Employee are special, unique and of extraordinary character. Therefore, as an employee a condition to Company’s obligations hereunder, Employee agrees that without Company’s prior written consent, during the Company term of this Agreement and for a period of one (1) year after ending on the termination thereof for any reason, you shall not, nor shall you assist, cooperate with, invest in or with (provided you may acquire stock or other security listed on a national securities exchange or traded on a daily basis in the over-the-counter market not in excess of 2% first anniversary of the company whose stock or other securities are being acquired)date of termination of Employee’s employment hereunder, or permit regardless of cause, Employee will not engage in any of your affiliates or relatives tomanner, directly or indirectly, develop, own, manage, operate, control, invent to solicit or in any manner participate in the development, ownership, management, operation, control or invention of, or serve as a partner, employee, principal, agent, consultant or otherwise contract with, or have any financial interest in, or aid or assist any other person or entity that is competitive with the Business, and (ii) during your service as an employee to the Company and for a period of one (1) year after the termination thereof for any reason, you shall not, directly or indirectly, solicit, or assist any third person with the hiring of, whether as an employee, consultant or otherwise, induce any employee or key consultant agent of Company or any of its subsidiaries to terminate employment with Company or any of its subsidiaries, as the case may be, or solicit or induce any customer of Company or any of its subsidiaries to become a customer of any person, firm, partnership, corporation, trust or other entity that owns, controls or is a bank, savings and loan association, credit union or similar financial institution. Furthermore, Employee will at no time during or subsequent to the term of Employee’s employment by Company make any statements or take any actions which could reasonably be expected to damage the reputation or business of Company. If a court of competent jurisdiction should declare this ParagraphIt is further recognized and agreed that irreparable injury will result to Company, or any provision hereof, unenforceable because of any unreasonable restriction of duration and/or activity, then you hereby acknowledge its businesses and agree that such court shall have the express authority to reform this Agreement to provide for reasonable restrictions and/or grant the Company such other relief, at law or property in equity, reasonably necessary to protect the interests of the Company. You specifically acknowledge that a breach of Paragraphs 4 or 6 would cause the Company and its Members to suffer immediate and irreparable harm, which could not be remedied by the payment of money. In the event of a breach or threatened of this covenant by Employee, that such injury would be difficult if not impossible to ascertain, and therefore, any remedy at law for any breach by you of any of the provisions Employee of this Agreement, the covenant will be inadequate and Company and its Members shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damage to end Company by reason of any such breach. In addition, without in the requirement to post bondevent of a breach of this covenant by Employee, and Company shall also be entitled to recover reasonable costs and attorneys’ fees and expensesincurred in connection with the enforcement of its rights hereunder. Nothing herein shall be construed as prohibiting the Whenever used herein, Company from pursuing any other remedies available to it for such breach or such threatened breach, including the recovery of damages. Notwithstanding anything herein or in the Unit Forfeiture Agreement to the contrary, in the event of your breach of this Agreement or a termination by the Company of your employment for Cause, all of your Units shall be deemed Unvested Units for purposes to include any successors or any other person or entity, which may hereafter acquire the business of Company or any of its subsidiaries. The foregoing notwithstanding, should the Unit Forfeiture Agreement and assets of Company be disposed of in such Units a manner that no purchaser thereof has acquired a going business, then Employee shall not be forfeit to bound by the Company pursuant to the terms thereofcovenants expressed in this paragraph.

Restrictive Covenant. (i) During your service as Employee acknowledges that the services he is to render are of a special and unusual character with a unique value to the Company, the loss of which cannot adequately be compensated by damages in an employee action at law. In view of the unique value to the Company of the services of Employee for which the Company has contracted hereunder, because of the confidential information to be obtained by or disclosed to Employee, as hereinabove set forth, and for as a material inducement to the Company to enter into this Agreement and to pay to Employee the compensation stated herein as well as any additional benefits stated in Section 1.3 of this Agreement, as well as any additional benefits stated herein. For the period commencing with the date of the Agreement and ending one (1) year after following the termination thereof of this Agreement (severance period), for any whatever reason, you the Employee agrees that he will not directly or indirectly, for his own account or for the account of others, whether as principal or agent or through the agency of any corporation, partnership, association or other business entity, engage in any business activity which shall be competitive to any business of the Company. For purposes hereof, a business will be deemed, until proven otherwise, to be competitive if it involves providing physician practice management or network development services, including consulting services related to physician practice management companies, related to orthopaedics or the treatment of musculoskeletal injuries or illnesses. Activities specifically excluded from the definition of competitive business, for purposes hereof, are (i) accepting employment to directly manage an independent individual physician practice not associated with a competitive physician practice management company and (ii) providing individual self- employed consulting services directly representing an individual physician practice, but not representing a company providing physician practice management or network development services to multiple physician practices. The Employee agrees further that, for a period commencing with the date of this Agreement and ending one (1) year following termination of this Agreement, for whatever reason, Employee shall not, directly or indirectly, make known to any person, firm or corporation, the names and addresses of any clients, customers, employees or any other information pertaining to them nor shall you assistcall on, cooperate solicit, take away, contract with, invest in employ or hire or attempt to call on, solicit, take away, contract with, employ or hire any of the clients, customers, or employees, including, but not limited to, those upon whom the Employee called or with whom he became acquainted during the performance of the services pursuant to this Agreement, whether for personal purposes or for any other person, firm or corporation. Nothing contained in this Section 1.7 shall prohibit the Employee from purchasing and holding as an investment not more than 5% of any class of the issued and outstanding and publicly traded (provided you may acquire stock or other security listed on a recognized national or regional securities exchange or traded on a daily basis in the over-the-counter market not market) capital stock of any such corporation which conducts a business in excess of 2% of the company whose stock or other securities are being acquired), or permit any of your affiliates or relatives to, directly or indirectly, develop, own, manage, operate, control, invent or in any manner participate in the development, ownership, management, operation, control or invention of, or serve as a partner, employee, principal, agent, consultant or otherwise contract with, or have any financial interest in, or aid or assist any other person or entity that is competitive competition with the Business, and (ii) during your service as an employee to the Company and for a period of one (1) year after the termination thereof for any reason, you shall not, directly or indirectly, solicit, or assist any third person with the hiring of, whether as an employee, consultant or otherwise, any employee or key consultant business of the Company. If Should the foregoing covenant not to compete be held invalid or unenforceable because of the scope of the actions restricted thereby, or the period of time within which such agreement is operative in the judgment of a court of competent jurisdiction should declare this Paragraphjurisdiction, or any provision hereof, unenforceable because of any unreasonable restriction of duration and/or activity, then you hereby acknowledge and the parties agree that and hereby authorize such court shall have to define the express authority maximum actions subject to reform and restricted by this Agreement to provide for reasonable restrictions and/or grant Section 1.7 and the Company period of time during which such other relief, at law or in equity, reasonably necessary to protect the interests of the Companyagreement is enforceable. You specifically acknowledge that a breach of Paragraphs 4 or 6 would cause the Company and its Members to suffer immediate and irreparable harm, which could not be remedied by the payment of money. In the event of a breach or threatened breach by you of any of the The provisions of this Agreement, the Company and its Members Section 1.7 shall be entitled to injunctive relief to end such breachapplicable for the period indicated, without regardless of the requirement to post bond, and shall be entitled to recover reasonable attorneys’ fees and expenses. Nothing herein shall be construed as prohibiting the Company from pursuing any other remedies available to it for such breach or such threatened breach, including the recovery of damages. Notwithstanding anything herein or in the Unit Forfeiture Agreement to the contrary, in the event of your breach termination of this Agreement or a termination by the Company of your employment for Cause, all of your Units shall be deemed Unvested Units for purposes of the Unit Forfeiture Agreement and such Units shall be forfeit any reason prior to the Company pursuant to the terms thereofexpiration of such period.

Restrictive Covenant. (i) During your service It is mutually recognized and agreed that the -------------------- services to be rendered pursuant to this Agreement by Employee are special, unique and of extraordinary character. Therefore, as an employee a condition to Company's obligations hereunder, Employee agrees that without Company's prior written consent during the Company term of this Agreement and for a period of one (1) year after ending on the termination thereof for any reason, you shall not, nor shall you assist, cooperate with, invest in or with (provided you may acquire stock or other security listed on a national securities exchange or traded on a daily basis in the over-the-counter market not in excess of 2% first anniversary of the company whose stock or other securities are being acquired)date of termination of her employment hereunder, or permit regardless of cause, she will not engage in any of your affiliates or relatives tomanner, directly or indirectly, developto solicit or induce any employee or agent of Company, ownLittleton Bank or Women's Bank to terminate employment with Company, manageLittleton Bank or Women's Bank, operateas the case may be, controlor solicit or induce any customer of Company, invent Littleton Bank or in Women's Bank to become a customer of any manner participate person, firm, partnership, corporation, trust or other entity that owns, controls or is a bank, savings and loan association, credit union or similar financial institution. Furthermore, Employee will at no time during or subsequent to the term of her employment by Company make any statements or take any actions which could reasonably be expected to damage the reputation or business of Company. It is further recognized and agreed that irreparable injury will result to Company, its businesses and property in the developmentevent of a breach of this covenant by Employee, ownershipthat such injury would be difficult if not impossible to ascertain, managementand therefore, operationany remedy at law for any breach by Employee of this covenant will be inadequate and Company shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damage to Company by reason of any such breach. In addition, control in the event of a breach of this covenant by Employee, Company shall also be entitled to recover reasonable costs and attorneys' fees incurred in connection with the enforcement of its rights hereunder. Whenever used herein, Company shall be deemed to include any successors or invention of, or serve as a partner, employee, principal, agent, consultant or otherwise contract with, or have any financial interest in, or aid or assist any other person or entity which may hereafter acquire the business of Company, Littleton Bank or Women's Bank. The foregoing notwithstanding, should the assets of Company be disposed of in such a manner that is competitive with the Business, and (ii) during your service as an employee to the Company and for no purchaser thereof has acquired a period of one (1) year after the termination thereof for any reason, you shall not, directly or indirectly, solicit, or assist any third person with the hiring of, whether as an employee, consultant or otherwise, any employee or key consultant of the Company. If a court of competent jurisdiction should declare this Paragraph, or any provision hereof, unenforceable because of any unreasonable restriction of duration and/or activitygoing business, then you hereby acknowledge and agree that such court Employee shall have the express authority to reform this Agreement to provide for reasonable restrictions and/or grant the Company such other relief, at law or in equity, reasonably necessary to protect the interests of the Company. You specifically acknowledge that a breach of Paragraphs 4 or 6 would cause the Company and its Members to suffer immediate and irreparable harm, which could not be remedied bound by the payment of money. In the event of a breach or threatened breach by you of any of the provisions of covenants expressed in this Agreement, the Company and its Members shall be entitled to injunctive relief to end such breach, without the requirement to post bond, and shall be entitled to recover reasonable attorneys’ fees and expenses. Nothing herein shall be construed as prohibiting the Company from pursuing any other remedies available to it for such breach or such threatened breach, including the recovery of damages. Notwithstanding anything herein or in the Unit Forfeiture Agreement to the contrary, in the event of your breach of this Agreement or a termination by the Company of your employment for Cause, all of your Units shall be deemed Unvested Units for purposes of the Unit Forfeiture Agreement and such Units shall be forfeit to the Company pursuant to the terms thereofparagraph.

Restrictive Covenant. (i) During your service It is mutually recognized and agreed that the -------------------- services to be rendered pursuant to this Agreement by Employee are special, unique and of extraordinary character. Therefore, as an employee a condition to Company's obligations hereunder, Employee agrees that without Company's prior written consent, during the Company term of this Agreement and for a period of one (1) year after ending on the termination thereof for any reason, you shall not, nor shall you assist, cooperate with, invest in or with (provided you may acquire stock or other security listed on a national securities exchange or traded on a daily basis in the over-the-counter market not in excess of 2% first anniversary of the company whose stock or other securities are being acquired)date of termination of Employee's employment hereunder, or permit regardless of cause, Employee will not engage in any of your affiliates or relatives tomanner, directly or indirectlyindirectly its solicit or induce any employee or agent of Company or any of its subsidiaries to terminate employment with Company or any of its subsidiaries, developas the case may be, ownor solicit or induce any customer of Company or any of its subsidiaries to become a customer of any person, managefirm, operatepartnership, controlcorporation, invent trust or in other entity that owns, controls or is a bank, savings and loan association, credit union or similar financial institution. Furthermore, Employee will at no time during or subsequent to the term of Employee's employment by Company make any manner participate statements or take any actions which could reasonably be expected to damage the reputation or business of Company. It is further recognized and agreed that irreparable injury will result to Company, its businesses and property in the developmentevent of a breach of this covenant by Employee, ownershipthat such injury would be difficult if not impossible to ascertain, managementand therefore, operationany remedy at law for any breach by Employee of this covenant will be inadequate and Company shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damage to Company by reason of any such breach. In addition, control in the event of a breach of this covenant by Employee, Company shall also be entitled to recover reasonable costs and attorneys' fees incurred in connection with the enforcement of its rights hereunder. Whenever used herein, Company shall be deemed to include any successors or invention of, or serve as a partner, employee, principal, agent, consultant or otherwise contract with, or have any financial interest in, or aid or assist any other person or entity that is competitive with which may hereafter acquire the Business, and (ii) during your service as an employee to the business of Company and for a period of one (1) year after the termination thereof for any reason, you shall not, directly or indirectly, solicit, or assist any third person with the hiring of, whether as an employee, consultant or otherwise, any employee or key consultant of the Company. If a court of competent jurisdiction should declare this Paragraph, or any provision hereofof its subsidiaries. The foregoing notwithstanding, unenforceable because should the assets of any unreasonable restriction Company be disposed of duration and/or activityin such a manner that no purchaser thereof has acquired a going business, then you hereby acknowledge and agree that such court Employee shall have the express authority to reform this Agreement to provide for reasonable restrictions and/or grant the Company such other relief, at law or in equity, reasonably necessary to protect the interests of the Company. You specifically acknowledge that a breach of Paragraphs 4 or 6 would cause the Company and its Members to suffer immediate and irreparable harm, which could not be remedied bound by the payment of money. In the event of a breach or threatened breach by you of any of the provisions of covenants expressed in this Agreement, the Company and its Members shall be entitled to injunctive relief to end such breach, without the requirement to post bond, and shall be entitled to recover reasonable attorneys’ fees and expenses. Nothing herein shall be construed as prohibiting the Company from pursuing any other remedies available to it for such breach or such threatened breach, including the recovery of damages. Notwithstanding anything herein or in the Unit Forfeiture Agreement to the contrary, in the event of your breach of this Agreement or a termination by the Company of your employment for Cause, all of your Units shall be deemed Unvested Units for purposes of the Unit Forfeiture Agreement and such Units shall be forfeit to the Company pursuant to the terms thereofparagraph.

Restrictive Covenant. (i) During your service It is mutually recognized and agreed that the -------------------- services to be rendered pursuant to this Agreement by Employee are special, unique and of extraordinary character. Therefore, as an employee a condition to Company's obligations hereunder Employee agrees that without Company's prior written consents during the Company term of this Agreement and for a period of one (1) year after the termination thereof for any reason, you shall not, nor shall you assist, cooperate with, invest in or with (provided you may acquire stock or other security listed ending on a national securities exchange or traded on a daily basis in the over-the-counter market not in excess of 2% first anniversary of the company whose stock or other securities are being acquired)date of termination of his employment hereunder, or permit regardless of cause, he will not engage in any of your affiliates or relatives to, manner directly or indirectly, developto solicit or induce any employee or agent of Company, ownLittleton Bank or Women's Bank to terminate employment with Company, manageLittleton Bank or Women's Bank, operateas the case may be, controlor solicit or induce any customer of Company, invent Littleton Bank or in Women's Bank to become a customer of any manner participate person, firm, partnership, corporation, trust or other entity that owns, controls or is a bank, savings and loan association, credit union or similar financial institution. Furthermore, Employee will at no time during or subsequent to the term of his employment by Company make any statements or take any actions which could reasonably be expected to damage the reputation or business of Company. It is further recognized and agreed that irreparable injury will result to Company, its businesses and property in the developmentevent of a breach of this covenant by Employee, ownershipthat such injury would be difficult if not impossible to ascertain, managementand therefore, operationany remedy at law for any breach by Employee of this covenant will be inadequate and Company shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damage to Company by reason of any such breach. In addition, control in the event of a breach of this covenant by Employee, Company shall also be entitled to recover reasonable costs and attorneys' fees incurred in connection with the enforcement of its rights hereunder. Whenever used herein, Company shall be deemed to include any successors or invention of, or serve as a partner, employee, principal, agent, consultant or otherwise contract with, or have any financial interest in, or aid or assist any other person or entity which may hereafter acquire the business of Company, Littleton Bank or Women's Bank. The foregoing notwithstanding, should the assets of Company be disposed of in such a manner that is competitive with the Business, and (ii) during your service as an employee to the Company and for no purchaser thereof has acquired a period of one (1) year after the termination thereof for any reason, you shall not, directly or indirectly, solicit, or assist any third person with the hiring of, whether as an employee, consultant or otherwise, any employee or key consultant of the Company. If a court of competent jurisdiction should declare this Paragraph, or any provision hereof, unenforceable because of any unreasonable restriction of duration and/or activitygoing business, then you hereby acknowledge and agree that such court Employee shall have the express authority to reform this Agreement to provide for reasonable restrictions and/or grant the Company such other relief, at law or in equity, reasonably necessary to protect the interests of the Company. You specifically acknowledge that a breach of Paragraphs 4 or 6 would cause the Company and its Members to suffer immediate and irreparable harm, which could not be remedied bound by the payment of money. In the event of a breach or threatened breach by you of any of the provisions of covenants expressed in this Agreement, the Company and its Members shall be entitled to injunctive relief to end such breach, without the requirement to post bond, and shall be entitled to recover reasonable attorneys’ fees and expenses. Nothing herein shall be construed as prohibiting the Company from pursuing any other remedies available to it for such breach or such threatened breach, including the recovery of damages. Notwithstanding anything herein or in the Unit Forfeiture Agreement to the contrary, in the event of your breach of this Agreement or a termination by the Company of your employment for Cause, all of your Units shall be deemed Unvested Units for purposes of the Unit Forfeiture Agreement and such Units shall be forfeit to the Company pursuant to the terms thereofparagraph.

Restrictive Covenant. (i) During your service as an employee to the Company and for For a period of one (1) year after the termination thereof of this Agreement by either party for any reason, you shall Employee covenants that Employee will not, nor shall you assist, cooperate with, invest in : (a) Solicit the commodities trading or advising business of any customer of Employer for whom Employee was responsible during employment with (provided you may acquire stock or other security listed on a national securities exchange or traded on a daily basis in the over-the-counter market not in excess of 2% of the company whose stock or other securities are being acquired)Employer, or permit any person who was a customer of your affiliates any employee of Employer during the period of Employee’s employment; or relatives to, directly (b) Directly or indirectly, develop, indirectly own, manage, operate, control, invent be employed by, participate in or be connected in any manner participate in with the development, ownership, management, operation, operation or control or invention of, or serve as a partner, employee, principal, agent, consultant or otherwise contract with, or have of any financial interest in, or aid or assist business located in any other person or entity that state in which Employer had an office at any time during the duration of this Agreement which business is competitive with the Business, and (ii) during your service as an employee similar to the Company and for a period type of one (1) year after business conducted by Employer at the time of the termination thereof for any reasonof employment of Employee. EMPLOYEE ACKNOWLEDGES THAT THE BUSINESS OF EMPLOYER IS SUCH THAT PERSONAL RELATIONSHIPS BETWEEN A CUSTOMER AND INDIVIDUAL ARE IMPORTANT, you shall notTHAT THE BUSINESS IS PRIMARILY CONDUCTED BY TELEPHONE SUCH THAT GEOGRAPHIC LOCATION IS NOT CRITICAL TO THE CONDUCT OF SUCH BUSINESS, directly or indirectlyTHAT EMPLOYER HAS INVESTED AND WILL INVEST SUBSTANTIAL RESOURCES IN THE DEVELOPMENT OF ITS BUSINESS AND IN ESTABLISHING EMPLOYEE IN THE BUSINESS, solicitAND THAT THE FOREGOING COVENANT IS NECESSARY FOR EMPLOYER’S PROTECTION AND TO INDUCE EMPLOYER TO MAKE SUCH INVESTMENT. EMPLOYEE FURTHER ACKNOWLEDGES, or assist any third person with the hiring of, whether as an employee, consultant or otherwise, any employee or key consultant of the Company. If a court of competent jurisdiction should declare this Paragraph, or any provision hereof, unenforceable because of any unreasonable restriction of duration and/or activity, then you hereby acknowledge and agree that such court shall have the express authority to reform this Agreement to provide for reasonable restrictions and/or grant the Company such other relief, at law or in equity, reasonably necessary to protect the interests of the Company. You specifically acknowledge that a breach of Paragraphs 4 or 6 would cause the Company and its Members to suffer immediate and irreparable harm, which could not be remedied by the payment of moneyREPRESENTS AND WARRANTS THAT SUCH COVENANT IS REASONABLE IN SCOPE AND DURATION HAVING DUE REGARD FOR THE RIGHTS OF BOTH PARTIES. In the event of a breach Employee’s actual or threatened breach by you of any of the provisions of this Agreementthe paragraph, the Company and its Members Employer shall be entitled to injunctive relief to end such breach, without the requirement to post bond, and shall be entitled to recover reasonable attorneys’ fees and expensesan injunction restraining Employee therefrom. Nothing contained herein shall be construed as prohibiting the Company Employer from pursuing any other available remedies available or damages from Employee. In an action under this paragraph 11 or paragraphs 7, Employer shall be entitled to it for such breach or such threatened breach, including the recovery of damages. Notwithstanding anything herein or in the Unit Forfeiture Agreement to the contraryrecover, in the event of your breach of this Agreement or a termination by the Company of your employment for Causeaddition to other damages and costs, all of your Units shall be deemed Unvested Units for purposes of the Unit Forfeiture Agreement and such Units shall be forfeit to the Company pursuant to the terms thereofits attorney fees actually incurred.

Restrictive Covenant. (i) During your service as an employee to the Company and for For a period of one (1) year eighteen months after the termination thereof of the Agreement by either party for any reason, you shall Employee covenants that Employee will not: (a) Solicit the commodities trading, nor shall you assist, cooperate with, invest in advising or physical commodity business of any customer of Employer for whom Employee was responsible during employment with (provided you may acquire stock or other security listed on a national securities exchange or traded on a daily basis in the over-the-counter market not in excess of 2% of the company whose stock or other securities are being acquired)Employer, or permit any person who was a customer of your affiliates any employee of Employer during the period of Employee’s employment; or relatives to, (b) directly or indirectly, develop, indirectly own, manage, operate, control, invent be employed by, participate in or be connected in any manner participate in with the development, ownership, management, operation, operation or control or invention of, or serve as a partner, employee, principal, agent, consultant or otherwise contract with, or have of any financial interest in, or aid or assist business located in any other person or entity that state in which Employer had an office at any time during the duration of this Agreement which business is competitive with the Business, and (ii) during your service as an employee similar to the Company and for a period type of one (1) year after business conducted by Employer at the time of the termination thereof for any reasonof employment of Employee. EMPLOYEE ACKNOWLEDGES THAT THE BUSINESS OF EMPLOYER IS SUCH THAT PERSONAL RELATIONSHIPS BETWEEN A CUSTOMER AND INDIVIDUAL ARE IMPORTANT, you shall notTHAT THE BUSINESS IS PRIMARILY CONDUCTED BY TELEPHONE SUCH THAT GEOGRAPHIC LOCATION IS NOT CRITICAL TO THE CONDUCT OF SUCH BUSINESS; THAT EMPLOYER HAS INVESTED AND WILL INVEST SUBSTANTIAL RESOURCES IN THE DEVELOPMENT OF ITS BUSINESS AND IN ESTABLISHING EMPLOYEE IN THE BUSINESS, directly or indirectlyAND THAT THE FOREGOING COVENANT IS NECESSARY FOR EMPLOYER’S PROTECTION AND TO INDUCE EMPLOYER TO MAKE SUCH INVESTMENT. EMPLOYEE FURTHER ACKNOWLEDGES, solicit, or assist any third person with the hiring of, whether as an employee, consultant or otherwise, any employee or key consultant of the Company. If a court of competent jurisdiction should declare this Paragraph, or any provision hereof, unenforceable because of any unreasonable restriction of duration and/or activity, then you hereby acknowledge and agree that such court shall have the express authority to reform this Agreement to provide for reasonable restrictions and/or grant the Company such other relief, at law or in equity, reasonably necessary to protect the interests of the Company. You specifically acknowledge that a breach of Paragraphs 4 or 6 would cause the Company and its Members to suffer immediate and irreparable harm, which could not be remedied by the payment of moneyREPRESENTS AND WARRANTS THAT SUCH COVENANT IS REASONABLE IN SCOPE AND DURATION HAVING DUE REGARD FOR THE RIGHTS OF BOTH PARTIES. In the event of a breach Employee’s actual or threatened breach by you of any of the provisions of this Agreementthe paragraph, the Company and its Members Employer shall be entitled to injunctive relief to end such breach, without the requirement to post bond, and shall be entitled to recover reasonable attorneys’ fees and expensesan injunction restraining Employee therefrom. Nothing contained herein shall be construed as prohibiting the Company Employer from pursuing any other available remedies available or damages from Employee. In an action under this paragraph 12 or paragraphs 7 or 8, Employer shall be entitled to it for such breach or such threatened breach, including the recovery of damages. Notwithstanding anything herein or in the Unit Forfeiture Agreement to the contraryrecover, in the event of your breach of this Agreement or a termination by the Company of your employment for Causeaddition to other damage and costs, all of your Units shall be deemed Unvested Units for purposes of the Unit Forfeiture Agreement and such Units shall be forfeit to the Company pursuant to the terms thereofits attorney fees actually incurred.

Restrictive Covenant. (i) During your service It is mutually recognized and agreed that the services to be rendered pursuant to this Agreement by Employee are special, unique and of extraordinary character. Therefore, as an employee a condition to Company's obligations hereunder, Employee agrees that without Company's prior written consent, during the Company term of this Agreement and for a period of one (1) year after ending on the termination thereof for any reason, you shall not, nor shall you assist, cooperate with, invest in or with (provided you may acquire stock or other security listed on a national securities exchange or traded on a daily basis in the over-the-counter market not in excess of 2% first anniversary of the company whose stock or other securities are being acquired)date of termination of his employment hereunder, or permit regardless of cause, he will not engage in any of your affiliates or relatives tomanner, directly or indirectly, developto solicit or induce any employee or agent of Company or the Bank to terminate employment with Company or the Bank, ownas the case may be, manageor solicit or induce any customer of Company or the Bank to become a customer of any person, operatefirm, controlpartnership, invent corporation, trust or in other entity that owns, controls or is a bank, savings and loan association, credit union or similar financial institution. Furthermore, Employee will at no time during or subsequent to the term of his employment by Company make any manner participate statements or take any actions which could reasonably be expected to damage the reputation or business of Company. It is further recognized and agreed that irreparable injury will result to Company, its businesses and property in the developmentevent of a breach of this covenant by Employee, ownershipthat such injury would be difficult if not impossible to ascertain, managementand therefore, operationany remedy at law for any breach by Employee of this covenant will be inadequate and Company shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damage to Company by reason of any such breach. In addition, control in the event of a breach of this covenant by Employee, Company shall also be entitled to recover reasonable costs and attorneys' fees incurred in connection with the enforcement of its rights hereunder. Whenever used herein, Company shall be deemed to include any successors or invention of, or serve as a partner, employee, principal, agent, consultant or otherwise contract with, or have any financial interest in, or aid or assist any other person or entity which may hereafter acquire the business of Company or the Bank. The foregoing notwithstanding, should the assets of Company he disposed of in such a manner that is competitive with the Business, and (ii) during your service as an employee to the Company and for no purchaser thereof has acquired a period of one (1) year after the termination thereof for any reason, you shall not, directly or indirectly, solicit, or assist any third person with the hiring of, whether as an employee, consultant or otherwise, any employee or key consultant of the Company. If a court of competent jurisdiction should declare this Paragraph, or any provision hereof, unenforceable because of any unreasonable restriction of duration and/or activitygoing business, then you hereby acknowledge and agree that such court Employee shall have the express authority to reform this Agreement to provide for reasonable restrictions and/or grant the Company such other relief, at law or in equity, reasonably necessary to protect the interests of the Company. You specifically acknowledge that a breach of Paragraphs 4 or 6 would cause the Company and its Members to suffer immediate and irreparable harm, which could not be remedied bound by the payment of money. In the event of a breach or threatened breach by you of any of the provisions of covenants expressed in this Agreement, the Company and its Members shall be entitled to injunctive relief to end such breach, without the requirement to post bond, and shall be entitled to recover reasonable attorneys’ fees and expenses. Nothing herein shall be construed as prohibiting the Company from pursuing any other remedies available to it for such breach or such threatened breach, including the recovery of damages. Notwithstanding anything herein or in the Unit Forfeiture Agreement to the contrary, in the event of your breach of this Agreement or a termination by the Company of your employment for Cause, all of your Units shall be deemed Unvested Units for purposes of the Unit Forfeiture Agreement and such Units shall be forfeit to the Company pursuant to the terms thereofparagraph.

Restrictive Covenant. DISTRIBUTOR acknowledges that from time to time during the term of this Agreement it will acquire information concerning secret processes, designs, formulae, know-how, prices, margins, plans, strategies, customers, markets and other confidential information of or concerning COMPANY, its affiliates or the Products or processes of COMPANY or its affiliates, which information is valuable, gives COMPANY a competitive advantage and which COMPANY uses reasonable means was to keep secret (i) During your service as an employee "Confidential Information"). DISTRIBUTOR acknowledges COMPANY's exclusive right, title and interest in the Confidential Information and in COMPANY's trademarks, trade names, patents and copyrighted material and agrees to the Company and for a period of one (1) year do nothing during or after the term of this Agreement to impair such right, title, and interest or to disclose to any third party any Confidential Information acquired by DISTRIBUTOR pursuant to this Agreement or otherwise. DISTRIBUTOR agrees that all Confidential Information shall at all times be the exclusive property of COMPANY. DISTRIBUTOR further agrees to discontinue all use of COMPANY's name, trademarks, patents, copyrighted material and Confidential Information immediately upon the termination thereof or expiration of this Agreement for any reason, you . The obligation to maintain the confidentiality of Confidential Information shall not, nor shall you assist, cooperate with, invest in not extend to: (a) Information which is or with (provided you may acquire stock or other security listed on a national securities exchange or traded on a daily basis in the over-the-counter market not in excess of 2% becomes part of the company whose stock public domain through no fault of DISTRIBUTOR; (b) Information which can be shown to have been legally disclosed to DISTRIBUTOR by a third party which has not breached any 5 obligation as to non-disclosure; (c) Information which can be shown by DISTRIBUTOR to have been acquired by DISTRIBUTOR without restriction prior to disclosure of the same information to it by COMPANY; (d) Information which can be shown by DISTRIBUTOR to have been developed by it independently of any disclosure of Confidential Information to it pursuant to this Agreement; or (e) Information about market conditions or other securities are being acquired), or permit any of your affiliates or relatives to, directly or indirectly, develop, own, manage, operate, control, invent or in any manner participate in the development, ownership, management, operation, control or invention of, or serve customers which DISTRIBUTOR develops as a partner, employee, principal, agent, consultant or otherwise contract with, or have any financial interest in, or aid or assist any other person or entity that is competitive with the Business, and (ii) during your service as an employee to the Company and for a period result of one (1) year after the termination thereof for any reason, you shall not, directly or indirectly, solicit, or assist any third person with the hiring of, whether as an employee, consultant or otherwise, any employee or key consultant its performance of the Company. If a court of competent jurisdiction should declare this Paragraph, or any provision hereof, unenforceable because of any unreasonable restriction of duration and/or activity, then you hereby acknowledge and agree that such court shall have the express authority to reform this Agreement to provide for reasonable restrictions and/or grant the Company such other relief, at law or in equity, reasonably necessary to protect the interests of the Company. You specifically acknowledge that a breach of Paragraphs 4 or 6 would cause the Company and its Members to suffer immediate and irreparable harm, which could not be remedied by the payment of moneyduties hereunder. In the event of a breach an actual or threatened breach by you of any of the provisions violation of this Agreementrestrictive covenant by DISTRIBUTOR, COMPANY shall have the Company right to terminate this Agreement immediately upon giving written notice of termination to DISTRIBUTOR and its Members shall be entitled to obtain temporary and permanent injunctive relief to end prevent any such breach, without the requirement to post bond, and shall be entitled to recover reasonable attorneys’ fees and expenses. Nothing herein shall be construed as prohibiting the Company from pursuing any other remedies available to it for such breach or such threatened breach, including the recovery of damages. Notwithstanding anything herein or in the Unit Forfeiture Agreement to the contrary, in the event of your breach of this Agreement or a termination by the Company of your employment for Cause, all of your Units shall be deemed Unvested Units for purposes of the Unit Forfeiture Agreement and such Units shall be forfeit to the Company pursuant to the terms thereofviolation.

Restrictive Covenant. (i) During your service It is mutually recognized and agreed that the -------------------- services to be rendered pursuant to this Agreement by Employee are special, unique and of extraordinary character. Therefore, as an employee a condition to Company's obligations hereunder, Employee agrees that without Company's prior written consent, during the Company term of this Agreement and for a period of one (1) year after ending on the termination thereof for any reason, you shall not, nor shall you assist, cooperate with, invest in or with (provided you may acquire stock or other security listed on a national securities exchange or traded on a daily basis in the over-the-counter market not in excess of 2% first anniversary of the company whose stock or other securities are being acquired)date of termination of his employment hereunder, or permit regardless of cause, he will not engage in any of your affiliates or relatives tomanner, directly or indirectly, developto solicit or induce any employee or agent of Company or any of its subsidiaries to terminate employment with Company or any of its subsidiaries, ownas the case may be, manageor solicit or induce any customer of Company or any of its subsidiaries to become a customer of any person, operatefirm, controlpartnership, invent corporation, trust or in other entity that owns, controls or is a bank, savings and loan association, credit union or similar financial institution. Furthermore, Employee will at no time during or subsequent to the term of his employment by Company make any manner participate statements or take any actions which could reasonably be expected to damage the reputation or business of Company. It is further recognized and agreed that irreparable injury will result to Company, its businesses and property in the developmentevent of a breach of this covenant by Employee, ownershipthat such injury would be difficult if not impossible to ascertain, managementand therefore, operationany remedy at law for any breach by Employee of this covenant will be inadequate and Company shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damage to Company by reason of any such breach. In addition, control in the event of a breach of this covenant by Employees Company shall also be entitled to recover reasonable costs and attorneys' fees incurred in connection with the enforcement of its rights hereunder. Whenever used herein, Company shall be deemed to include any successors or invention of, or serve as a partner, employee, principal, agent, consultant or otherwise contract with, or have any financial interest in, or aid or assist any other person or entity that is competitive with which may hereafter acquire the Business, and (ii) during your service as an employee to the business of Company and for a period of one (1) year after the termination thereof for any reason, you shall not, directly or indirectly, solicit, or assist any third person with the hiring of, whether as an employee, consultant or otherwise, any employee or key consultant of the Company. If a court of competent jurisdiction should declare this Paragraph, or any provision hereofof its subsidiaries. The foregoing notwithstanding, unenforceable because should the assets of any unreasonable restriction Company be disposed of duration and/or activityin such a manner that no purchaser thereof has acquired a going business, then you hereby acknowledge and agree that such court Employee shall have the express authority to reform this Agreement to provide for reasonable restrictions and/or grant the Company such other relief, at law or in equity, reasonably necessary to protect the interests of the Company. You specifically acknowledge that a breach of Paragraphs 4 or 6 would cause the Company and its Members to suffer immediate and irreparable harm, which could not be remedied bound by the payment of money. In the event of a breach or threatened breach by you of any of the provisions of covenants expressed in this Agreement, the Company and its Members shall be entitled to injunctive relief to end such breach, without the requirement to post bond, and shall be entitled to recover reasonable attorneys’ fees and expenses. Nothing herein shall be construed as prohibiting the Company from pursuing any other remedies available to it for such breach or such threatened breach, including the recovery of damages. Notwithstanding anything herein or in the Unit Forfeiture Agreement to the contrary, in the event of your breach of this Agreement or a termination by the Company of your employment for Cause, all of your Units shall be deemed Unvested Units for purposes of the Unit Forfeiture Agreement and such Units shall be forfeit to the Company pursuant to the terms thereofparagraph.

Restrictive Covenant. (i) During your service as an employee to the Company and for a period of one (1) year after the termination thereof for any reasonso long as you are receiving severance payments hereunder, you shall not, not (nor shall you assist, cooperate with, or invest in or with (provided you may acquire stock or other security listed on a national securities exchange or traded on a daily basis in the over-the-counter market not in excess of 2% of the company whose stock or other securities are being acquired), or permit any of your affiliates or relatives to, with) directly or indirectly, develop, own, manage, operate, control, invent or in any manner participate in the development, ownership, management, operation, control or invention of, or serve as a partner, employee, principal, agent, consultant or otherwise contract with, or have any financial interest in, or aid or assist any other person or entity that is competitive directly involved in the Company’s Business; provided that the foregoing shall not restrict you from managing or investing funds in connection with the Businessyour Personal Investments, and (ii) during provided such management or investment does not materially detract from your service as an employee duties to the Company and for a period of one (1) year after the termination thereof for any reason, you shall not, directly or indirectly, solicit, or assist any third person with the hiring of, whether as an employee, consultant or otherwise, any employee or key consultant of the Company. If a court of competent jurisdiction should declare this ParagraphSection, or any provision hereof, unenforceable because of any unreasonable restriction of duration and/or activity, then you hereby acknowledge and agree that such court shall have the express authority to reform this Agreement to provide for reasonable restrictions and/or grant the Company such other relief, at law or in equity, reasonably necessary to protect the interests of the Company. You specifically acknowledge that a breach of Paragraphs 4 or 6 this Section would cause the Company and its Members to suffer immediate and irreparable harm, which could not be remedied by the payment of money. In the event of a breach or threatened breach by you of any of the provisions of this Agreement, the Company and its Members shall be entitled to injunctive relief to end such breach, without the requirement to post bond, and shall be entitled to recover reasonable attorneys’ fees and expenses. If the Company shall commence an action pursuant to this Agreement and a Court shall make a final determination denying the injunctive relief sought, you shall be entitled to recover reasonable attorneys’ fees and expenses from the Company in defense of such action if the court determines the Company’s action had no justifiable basis in law. Nothing herein shall be construed as prohibiting the Company from pursuing any other remedies available to it for such breach or such threatened breach, including the recovery of damages. Notwithstanding anything herein or in the Unit Forfeiture Agreement to the contrary, in In the event of that (i) your breach of this Agreement or a termination employment is terminated by the Company of Company, other than for Cause, or (ii) you terminate your employment for CauseGood Reason, all then you shall be entitled to receive, in equal monthly installments as salary continuation for a period of twelve months following any such termination of your Units shall be deemed Unvested Units for purposes of the Unit Forfeiture Agreement and such Units shall be forfeit employment, an amount equal to the Company pursuant sum of (A) your then current monthly base salary, and (B) the cost to the terms thereofyou of your medical and/or dental coverage elected under COBRA (until you become eligible for comparable coverage from another employer), less applicable tax and other payroll withholding amounts.

Restrictive Covenant. (i) During your service as an employee to the Company and for For a period of one (1) year after the termination thereof of this Agreement by either party for any reason, you shall Employee covenants that Employee will not: (a) Solicit the commodities trading, nor shall you assist, cooperate with, invest in advising or grain business of any customer of Employer for whom Employee was responsible during employment with (provided you may acquire stock or other security listed on a national securities exchange or traded on a daily basis in the over-the-counter market not in excess of 2% of the company whose stock or other securities are being acquired)Employer, or permit any person who was a customer of your affiliates any employee of Employer during the period of Employee’s employment; or relatives to, directly (b) Directly or indirectly, develop, indirectly own, manage, operate, control, invent be employed by, participate in or be connected in any manner participate in with the development, ownership, management, operation, operation or control or invention of, or serve as a partner, employee, principal, agent, consultant or otherwise contract with, or have of any financial interest in, or aid or assist business located in any other person or entity that state in which Employer had an office at any time during the duration of this Agreement which business is competitive with the Business, and (ii) during your service as an employee similar to the Company and for a period type of one (1) year after business conducted by Employer at the time of the termination thereof for any reasonof employment of Employee. EMPLOYEE ACKNOWLEDGES THAT THE BUSINESS OF EMPLOYER IS SUCH THAT PERSONAL RELATIONSHIPS BETWEEN A CUSTOMER AND INDIVIDUAL ARE IMPORTANT, you shall notTHAT THE BUSINESS IS PRIMARILY CONDUCTED BY TELEPHONE SUCH THAT GEOGRAPHIC LOCATION IS NOT CRITICAL TO THE CONDUCT OF SUCH BUSINESS, directly or indirectlyTHAT EMPLOYER HAS INVESTED AND WILL INVEST SUBSTANTIAL RESOURCES IN THE DEVELOPMENT OF ITS BUSINESS AND IN ESTABLISHING EMPLOYEE IN THE BUSINESS, solicitAND THAT THE FOREGOING COVENANT IS NECESSARY FOR EMPLOYER’S PROTECTION AND TO INDUCE EMPLOYER TO MAKE SUCH INVESTMENT. EMPLOYEE FURTHER ACKNOWLEDGES, or assist any third person with the hiring of, whether as an employee, consultant or otherwise, any employee or key consultant of the Company. If a court of competent jurisdiction should declare this Paragraph, or any provision hereof, unenforceable because of any unreasonable restriction of duration and/or activity, then you hereby acknowledge and agree that such court shall have the express authority to reform this Agreement to provide for reasonable restrictions and/or grant the Company such other relief, at law or in equity, reasonably necessary to protect the interests of the Company. You specifically acknowledge that a breach of Paragraphs 4 or 6 would cause the Company and its Members to suffer immediate and irreparable harm, which could not be remedied by the payment of moneyREPRESENTS AND WARRANTS THAT SUCH COVENANT IS REASONABLE IN SCOPE AND DURATION HAVING DUE REGARD FOR THE RIGHTS OF BOTH PARTIES. In the event of a breach Employee’s actual or threatened breach by you of any of the provisions of this Agreementthe paragraph, the Company and its Members Employer shall be entitled to injunctive relief to end such breach, without the requirement to post bond, and shall be entitled to recover reasonable attorneys’ fees and expensesan injunction restraining Employee therefrom. Nothing contained herein shall be construed as prohibiting the Company Employer from pursuing any other available remedies available or damages from Employee. In an action under this paragraph 11 or paragraphs 7, Employer shall be entitled to it for such breach or such threatened breach, including the recovery of damages. Notwithstanding anything herein or in the Unit Forfeiture Agreement to the contraryrecover, in the event of your breach of this Agreement or a termination by the Company of your employment for Causeaddition to other damages and costs, all of your Units shall be deemed Unvested Units for purposes of the Unit Forfeiture Agreement and such Units shall be forfeit to the Company pursuant to the terms thereofits attorney fees actually incurred.

Restrictive Covenant. (i) During your service the term of this Consulting Agreement for any reason whatsoever, Consultant will not, on his own account or as an employee to the Company and for a period employee, consultant, partner, officer, director, or stock holder of one (1) year after the termination thereof for any reasonother person, you shall notfirm, nor shall you assistpartnership, cooperate or corporation, conduct, engage in, be connected with, invest in or with (provided you may acquire stock or other security listed on a national securities exchange or traded on a daily basis in the over-the-counter market not in excess of 2% of the company whose stock or other securities are being acquired), or permit any of your affiliates or relatives to, directly or indirectly, develop, own, manage, operate, control, invent or in any manner participate in the development, ownership, management, operation, control or invention of, or serve as a partner, employee, principal, agent, consultant or otherwise contract with, or have any financial interest in, or aid or assist anyone else engaging in the business conducted by the Company, except that Consultant shall be permitted to own, for himself, shares of the common stock of any company engaged in a business similar to that business conducted by the Company, whose shares are regularly traded on the New York Stock Exchange or NASDAQ exchange or any other person or entity similar exchange provided that the ownership of Consultant in such company is competitive with not in excess of three percent (3%) of the Business, total issued and (ii) during your service as an employee to outstanding shares of any such company. Consultant agrees that the Company and for a limitation in this Section 5 is the minimum period of one (1) year after the termination thereof for any reason, you shall not, directly or indirectly, solicit, or assist any third person with the hiring of, whether as an employee, consultant or otherwise, any employee or key consultant of the Company. If a court of competent jurisdiction should declare this Paragraph, or any provision hereof, unenforceable because of any unreasonable restriction of duration and/or activity, then you hereby acknowledge and agree that such court shall have the express authority to reform this Agreement to provide for reasonable restrictions and/or grant the Company such other relief, at law or in equity, reasonably time necessary to protect the interests Company, its successors and assigns, in the use or employment of the goodwill of the businesses conducted by the Company. You specifically acknowledge Consultant agrees and acknowledges that a breach in his capacity as Consultant, he will be contacting customers of Paragraphs 4 or 6 would cause the Company and its Members as such, the Company is entitled to suffer immediate and irreparable harm, the protection afforded by this restriction to preserve the benefits which could not are to be remedied by acquired pursuant to the payment of moneyAgreement. In the event this Consulting Agreement is terminated prior to the close of the anticipated term, this restrictive covenant shall be continued for what would have been the remaining term of this Consulting Agreement. Consultant agrees that damages cannot compensate the Company in the event of a violation of this noncompetitive covenant, and that injunction relief would be essential for the protection of the Company, its successors and assigns. Consultant, therefore, agrees and consents that in case of any such breach or threatened breach by you violation, the Company may have such injunctive relief, without bond, but upon due notice, in addition to such further or other relief as may appertain at equity or law. No waiver of any breach or violation hereof shall be implied from forbearance or failure by the Company to take action under this Section 5. It is the desire and intent of the parties that the provisions of this Agreement, the Company and its Members shall Section 5 be entitled to injunctive relief to end such breach, without the requirement to post bond, and shall be entitled to recover reasonable attorneys’ fees and expenses. Nothing herein shall be construed as prohibiting the Company from pursuing any other remedies available to it for such breach or such threatened breach, including the recovery of damages. Notwithstanding anything herein or in the Unit Forfeiture Agreement enforced to the contraryfullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, in the event of your breach if any particular portion of this Agreement Section 5 is determined and adjudicated to be invalid or a termination by the Company of your employment for Causeunenforceable, all of your Units this Section 5 shall be deemed Unvested Units for purposes of the Unit Forfeiture Agreement amended to delete therefrom that portion thus determined and adjudicated to be invalid or unenforceable, such Units shall be forfeit deletion to apply only with respect to the Company pursuant operation of this Section 5 and the particular jurisdiction in which such adjudication is made; provided, further, to the terms extent any provision of this Section 5 is deemed unenforceable by virtue of its scope, but may be made enforceable by limitation thereof, the parties agree that the same shall, nevertheless, be enforceable to the fullest extent permissible under the laws and public policies applied in such jurisdiction in which enforcement is sought.

Restrictive Covenant. (i) During your service It is mutually recognized and agreed that the -------------------- services to be rendered pursuant to this Agreement by Employee are special, unique and of extraordinary character. Therefore, as an employee a condition to Company's obligations hereunder, Employee agrees that without Company's prior written consent, during the Company term of this Agreement and for a period of one (1) year after ending on the termination thereof for any reason, you shall not, nor shall you assist, cooperate with, invest in or with (provided you may acquire stock or other security listed on a national securities exchange or traded on a daily basis in the over-the-counter market not in excess of 2% first anniversary of the company whose stock or other securities are being acquired)date of termination of his employment hereunder, or permit regardless of cause, he will not engage in any of your affiliates or relatives tomanner, directly or indirectly, developto solicit or induce any employee or agent of Company or the Bank to terminate employment with Company or the Bank, ownas the case may be, manageor solicit or induce any customer of Company or the Bank to become a customer of any person, operatefirm, controlpartnership, invent corporation, trust or in other entity that owns, controls or is a bank, savings and loan association, credit union or similar financial institution. Furthermore, Employee will at no time during or subsequent to the term of his employment by Company make any manner participate statements or take any actions which could reasonably be expected to damage the reputation or business of Company. It is further recognized and agreed that irreparable injury will result to Company, its businesses and property in the developmentevent of a breach of this covenant by Employee, ownershipthat such injury would be difficult if not impossible to ascertain, managementand therefore, operationany remedy at law for any breach by Employee of this covenant will be inadequate and Company shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damage to Company by reason of any such breach. In addition, control in the event of a breach of this covenant by Employee, Company shall also be entitled to recover reasonable costs and attorneys' fees incurred in connection with the enforcement of its rights hereunder. Whenever used herein, Company shall be deemed to include any successors or invention of, or serve as a partner, employee, principal, agent, consultant or otherwise contract with, or have any financial interest in, or aid or assist any other person or entity which may hereafter acquire the business of Company or the Bank. The foregoing notwithstanding, should the assets of Company he disposed of in such a manner that is competitive with the Business, and (ii) during your service as an employee to the Company and for no purchaser thereof has acquired a period of one (1) year after the termination thereof for any reason, you shall not, directly or indirectly, solicit, or assist any third person with the hiring of, whether as an employee, consultant or otherwise, any employee or key consultant of the Company. If a court of competent jurisdiction should declare this Paragraph, or any provision hereof, unenforceable because of any unreasonable restriction of duration and/or activitygoing business, then you hereby acknowledge and agree that such court Employee shall have the express authority to reform this Agreement to provide for reasonable restrictions and/or grant the Company such other relief, at law or in equity, reasonably necessary to protect the interests of the Company. You specifically acknowledge that a breach of Paragraphs 4 or 6 would cause the Company and its Members to suffer immediate and irreparable harm, which could not be remedied bound by the payment of money. In the event of a breach or threatened breach by you of any of the provisions of covenants expressed in this Agreement, the Company and its Members shall be entitled to injunctive relief to end such breach, without the requirement to post bond, and shall be entitled to recover reasonable attorneys’ fees and expenses. Nothing herein shall be construed as prohibiting the Company from pursuing any other remedies available to it for such breach or such threatened breach, including the recovery of damages. Notwithstanding anything herein or in the Unit Forfeiture Agreement to the contrary, in the event of your breach of this Agreement or a termination by the Company of your employment for Cause, all of your Units shall be deemed Unvested Units for purposes of the Unit Forfeiture Agreement and such Units shall be forfeit to the Company pursuant to the terms thereofparagraph.

Restrictive Covenant. (i) During your service the term of this Consulting Agreement for any reason whatsoever, Consultant will not, on his own account or as an employee to the Company and for a period employee, consultant, partner, officer, director, or stock holder of one (1) year after the termination thereof for any reasonother person, you shall notfirm, nor shall you assistpartnership, cooperate or corporation, conduct, engage in, be connected with, invest in or with (provided you may acquire stock or other security listed on a national securities exchange or traded on a daily basis in the over-the-counter market not in excess of 2% of the company whose stock or other securities are being acquired), or permit any of your affiliates or relatives to, directly or indirectly, develop, own, manage, operate, control, invent or in any manner participate in the development, ownership, management, operation, control or invention of, or serve as a partner, employee, principal, agent, consultant or otherwise contract with, or have any financial interest in, or aid or assist anyone else engaging in the business conducted by the Company, except that Consultant shall be permitted to own, for himself, shares of the common stock of any company engaged in a business similar to that business conducted by the Company, whose shares are regularly traded on the New York Stock Exchange or NASDAQ exchange or any other person or entity similar exchange provided that the ownership of Consultant in such company is competitive with not in excess of three percent (3%) of the Business, total issued and (ii) during your service as an employee to outstanding shares of any such company. Consultant agrees that the Company and for a limitation in this Section 5 is the minimum period of one (1) year after the termination thereof for any reason, you shall not, directly or indirectly, solicit, or assist any third person with the hiring of, whether as an employee, consultant or otherwise, any employee or key consultant of the Company. If a court of competent jurisdiction should declare this Paragraph, or any provision hereof, unenforceable because of any unreasonable restriction of duration and/or activity, then you hereby acknowledge and agree that such court shall have the express authority to reform this Agreement to provide for reasonable restrictions and/or grant the Company such other relief, at law or in equity, reasonably time necessary to protect the interests Company, its successors and assigns, in the use or employment of the goodwill of the businesses conducted by the Company. You specifically acknowledge Consultant agrees and acknowledges that a breach in his capacity as Consultant, he will be contacting customers of Paragraphs 4 or 6 would cause the Company and its Members as such, the Company is entitled to suffer immediate and irreparable harm, the protection afforded by this restriction to preserve the benefits which could not are to be remedied by acquired pursuant to the payment of moneyAgreement. In the event this Consulting Agreement is terminated prior to the close of the anticipated term, this restrictive covenant shall be continued for what would have been the remaining term of this Consulting Agreement. Consultant agrees that damages cannot compensate the Company in the event of a violation of this noncompetitive covenant, and that injunction relief would be essential for the protection of the Company, its successors and assigns. Consultant, therefore, agrees and consents that in case of any such breach or threatened breach by you violation, the Company may have such injunctive relief, without bond, but upon due notice, in addition to such further or other relief as may appertain at equity or law. No waiver of any breach or violation hereof shall be implied from forbearance or failure by the Company to take action under this Section 5. It is the desire and intent of the parties that the provisions of this Agreement, the Company and its Members shall Section 5 be entitled to injunctive relief to end such breach, without the requirement to post bond, and shall be entitled to recover reasonable attorneys’ fees and expenses. Nothing herein shall be construed as prohibiting the Company from pursuing any other remedies available to it for such breach or such threatened breach, including the recovery of damages. Notwithstanding anything herein or in the Unit Forfeiture Agreement enforced to the contraryfullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, in the event of your breach if any particular portion of this Agreement Section 5 is determined and adjudicated to be invalid or a termination by the Company of your employment for Causeunenforceable, all of your Units this Section 5 shall be deemed Unvested Units for purposes of the Unit Forfeiture Agreement and such Units shall be forfeit to the Company pursuant to the terms thereof.be

Restrictive Covenant. (i) During your service as an employee to Employee acknowledges that the Company needs to be protected against the potential for unfair competition and impairment of the Company's goodwill by Employee's use of the Company's training, assistance, confidential information and trade secrets in direct competition with the Company. Employee therefore agrees that for a the greater of (a) six months, or (b) the period of one (1time that Employee is entitled to receive severance pay from the Company pursuant to paragraph 3(c) year after the termination thereof for any reasonof this Agreement, you Employee shall notnot operate, nor shall you assist, cooperate with, invest in or with (provided you may acquire stock or other security listed on a national securities exchange or traded on a daily basis in the over-the-counter market not in excess of 2% of the company whose stock or other securities are being acquired), or permit any of your affiliates or relatives to, directly or indirectly, develop, own, manage, operatejoin, control, invent be employed by or in any manner participate in the development, ownership, management, operation, operation or control or invention of, or serve as a partner, employee, principal, agent, consultant or otherwise contract with, or have be connected in any financial interest in, or aid or assist any other person or entity that is competitive with the Business, and (ii) during your service manner as an employee to the Company and for a period of one (1) year after the termination thereof for any reason, you shall not, directly or indirectly, solicit, or assist any third person with the hiring of, whether as an employeeindependent contractor, consultant or otherwise, with any employee person or key consultant organization engaged in any business activity which is the same as, similar to, or competitive with any business of the Company or any successor of the Company as of the expiration or termination date within the states of the United States of America. Employee expressly agrees the provisions of this paragraph 8 shall survive the expiration or the termination of this Agreement, whether such termination be voluntary or involuntary or with or without cause. In the event Company maintains an action, either at law, equity, or both, to enforce this non-competition covenant against Employee, Employee waives any right to maintain any of the following defenses: (a) That this restrictive covenant is not necessary for the protection of the business or the goodwill of Company; (b) That this restrictive covenant is unreasonable, unconscionable, illegal, in restraint of trade, or in violation of any right granted by the state or federal constitution; (c) That there has been no damage to Company; (d) That Company has an adequate remedy at law; or (e) That this restrictive covenant is not supported by adequate consideration. If Employee agrees that in addition, but not to the exclusion of any other available remedy, Company shall have the right to enforce the provisions of this non-competition agreement by applying for and obtaining temporary and permanent restraining orders or injunctions from a court of competent jurisdiction should declare this Paragraph, or without the necessity of filing a bond therefor. In any provision hereof, unenforceable because of any unreasonable restriction of duration and/or activity, then you hereby acknowledge and agree that such court shall have the express authority to reform this Agreement to provide for reasonable restrictions and/or grant the Company such other relief, at law or in equity, reasonably necessary to protect the interests of the Company. You specifically acknowledge that a breach of Paragraphs 4 or 6 would cause the Company and its Members to suffer immediate and irreparable harm, which could not be remedied by the payment of money. In the event of a breach or threatened breach by you of any of the provisions of this Agreementaction, the Company and its Members shall be entitled to injunctive relief to end such breach, without the requirement to post bond, and prevailing party shall be entitled to recover its reasonable attorneys’ ' fees and expenses. Nothing herein shall be construed as prohibiting costs from the Company from pursuing any other remedies available to it for such breach or such threatened breach, including the recovery of damages. Notwithstanding anything herein or in the Unit Forfeiture Agreement to the contrary, in the event of your breach of this Agreement or a termination by the Company of your employment for Cause, all of your Units shall be deemed Unvested Units for purposes of the Unit Forfeiture Agreement and such Units shall be forfeit to the Company pursuant to the terms thereofparty.

Restrictive Covenant. (i) During your service It is mutually recognized and agreed that the -------------------- services to be rendered pursuant to this Agreement by Employee are special, unique and of extraordinary character. Therefore, as an employee a condition to Company's obligations hereunder, Employee agrees that without Company's prior written consent, during the Company term of this Agreement and for a period of one (1) year after ending on the termination thereof for any reason, you shall not, nor shall you assist, cooperate with, invest in or with (provided you may acquire stock or other security listed on a national securities exchange or traded on a daily basis in the over-the-counter market not in excess of 2% first anniversary of the company whose stock or other securities are being acquired)date of termination of her employment hereunder, or permit regardless of cause, she will not engage in any of your affiliates or relatives tomanner, directly or indirectly, developto solicit or induce any employee or agent of Company or any of its subsidiaries to terminate employment with Company or any of its subsidiaries, ownas the case may be, manageor solicit or induce any customer of Company or any of its subsidiaries to become a customer of any person, operatefirm, controlpartnership, invent corporation, trust or in other entity that owns, controls or is a bank, savings and loan association, credit union or similar financial institution. Furthermore, Employee will at no time during or subsequent to the term of her employment by Company make any manner participate statements or take any actions which could reasonably be expected to damage the reputation or business of Company. It is further recognized and agreed that irreparable injury will result to Company, its businesses and property in the developmentevent of a breach of this covenant by Employee, ownershipthat such injury would be difficult if not impossible to ascertain and therefore, managementany remedy at law for any breach by Employee of this covenant will be inadequate and Company shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damage to Company by reason of any such breach. In addition, operationin the event of a breach of this covenant by Employee, control Company shall also be entitled to recover reasonable costs and attorneys' fees incurred in connection with the enforcement of its rights hereunder. Whenever used herein, Company shall be deemed to include any successors or invention of, or serve as a partner, employee, principal, agent, consultant or otherwise contract with, or have any financial interest in, or aid or assist any other person or entity that is competitive with which may hereafter acquire the Business, and (ii) during your service as an employee to the business of Company and for a period of one (1) year after the termination thereof for any reason, you shall not, directly or indirectly, solicit, or assist any third person with the hiring of, whether as an employee, consultant or otherwise, any employee or key consultant of the Company. If a court of competent jurisdiction should declare this Paragraph, or any provision hereofof its subsidiaries. The foregoing notwithstanding, unenforceable because should the assets of any unreasonable restriction Company be disposed of duration and/or activityin such a manner that no purchaser thereof has acquired a going business, then you hereby acknowledge and agree that such court Employee shall have the express authority to reform this Agreement to provide for reasonable restrictions and/or grant the Company such other relief, at law or in equity, reasonably necessary to protect the interests of the Company. You specifically acknowledge that a breach of Paragraphs 4 or 6 would cause the Company and its Members to suffer immediate and irreparable harm, which could not be remedied bound by the payment of money. In the event of a breach or threatened breach by you of any of the provisions of covenants expressed in this Agreement, the Company and its Members shall be entitled to injunctive relief to end such breach, without the requirement to post bond, and shall be entitled to recover reasonable attorneys’ fees and expenses. Nothing herein shall be construed as prohibiting the Company from pursuing any other remedies available to it for such breach or such threatened breach, including the recovery of damages. Notwithstanding anything herein or in the Unit Forfeiture Agreement to the contrary, in the event of your breach of this Agreement or a termination by the Company of your employment for Cause, all of your Units shall be deemed Unvested Units for purposes of the Unit Forfeiture Agreement and such Units shall be forfeit to the Company pursuant to the terms thereofparagraph.

Restrictive Covenant. During the term of this Consulting Agreement and for three (i3) During your service months after its termination, Consultant will not, on his own account or as an employee to the Company and for a period employee, consultant, partner, officer, director, or stock holder of one (1) year after the termination thereof for any reasonother person, you shall notfirm, nor shall you assistpartnership, cooperate or corporation, conduct, engage in, be connected with, invest in or with (provided you may acquire stock or other security listed on a national securities exchange or traded on a daily basis in the over-the-counter market not in excess of 2% of the company whose stock or other securities are being acquired), or permit any of your affiliates or relatives to, directly or indirectly, develop, own, manage, operate, control, invent or in any manner participate in the development, ownership, management, operation, control or invention of, or serve as a partner, employee, principal, agent, consultant or otherwise contract with, or have any financial interest in, or aid or assist anyone else engaging in the business conducted by the Company, except that Consultant shall be permitted to own, for himself, shares of the common stock of any company engaged in a business similar to that business conducted by the Company, whose shares are regularly traded on a United States national securities exchange or NASDAQ or any other person or entity similar exchange provided that the ownership of Consultant in such company is competitive with not in excess of three percent (3%) of the Business, total issued and (ii) during your service as an employee to outstanding shares of any such company. Consultant agrees that the Company and for a limitation in this Section 5 is the minimum period of one (1) year after the termination thereof for any reason, you shall not, directly or indirectly, solicit, or assist any third person with the hiring of, whether as an employee, consultant or otherwise, any employee or key consultant of the Company. If a court of competent jurisdiction should declare this Paragraph, or any provision hereof, unenforceable because of any unreasonable restriction of duration and/or activity, then you hereby acknowledge and agree that such court shall have the express authority to reform this Agreement to provide for reasonable restrictions and/or grant the Company such other relief, at law or in equity, reasonably time necessary to protect the interests Company, its successors and assigns, in the use or employment of the goodwill of the businesses conducted by the Company. You specifically acknowledge Consultant agrees and acknowledges that a breach in his capacity as Consultant, he will be contacting customers of Paragraphs 4 or 6 would cause the Company and its Members as such, the Company is entitled to suffer immediate and irreparable harm, the protection afforded by this restriction to preserve the benefits which could are to be acquired pursuant to the Agreement. Consultant agrees that damages cannot be remedied by compensate the payment of money. In Company in the event of a violation of this noncompetitive covenant, and that injunction relief would be essential for the protection of the Company, its successors and assigns. Consultant, therefore, agrees and consents that in case of any such breach or threatened breach by you violation, the Company may have such injunctive relief, without bond, but upon due notice, in addition to such further or other relief as may appertain at equity or law. No waiver of any breach or violation hereof shall be implied from forbearance or failure by the Company to take action under this Section 5. It is the desire and intent of the parties that the provisions of this Agreement, the Company and its Members shall Section 5 be entitled to injunctive relief to end such breach, without the requirement to post bond, and shall be entitled to recover reasonable attorneys’ fees and expenses. Nothing herein shall be construed as prohibiting the Company from pursuing any other remedies available to it for such breach or such threatened breach, including the recovery of damages. Notwithstanding anything herein or in the Unit Forfeiture Agreement enforced to the contraryfullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, in the event of your breach if any particular portion of this Agreement Section 5 is determined and adjudicated to be invalid or a termination by the Company of your employment for Causeunenforceable, all of your Units this Section 5 shall be deemed Unvested Units for purposes of the Unit Forfeiture Agreement amended to delete therefrom that portion thus determined and adjudicated to be invalid or unenforceable, such Units shall be forfeit deletion to apply only with respect to the Company pursuant operation of this Section 5 and the particular jurisdiction in which such adjudication is made; provided, further, to the terms extent any provision of this Section 5 is deemed unenforceable by virtue of its scope, but may be made enforceable by limitation thereof, the parties agree that the same shall, nevertheless, be enforceable to the fullest extent permissible under the laws and public policies applied in such jurisdiction in which enforcement is sought.

Restrictive Covenant. (i) During your service as an employee to the Company and for For a period of one (1) year after the termination thereof of the Agreement by either party for any reason, you shall Employee covenants that Employee will not: (a) Solicit the commodities trading, nor shall you assist, cooperate with, invest in advising or physical commodity business of any customer of Employer for whom Employee was responsible during employment with (provided you may acquire stock or other security listed on a national securities exchange or traded on a daily basis in the over-the-counter market not in excess of 2% of the company whose stock or other securities are being acquired)Employer, or permit any person who was a customer of your affiliates any employee of Employer during the period of Employee’s employment; or relatives to, (b) directly or indirectly, develop, indirectly own, manage, operate, control, invent be employed by, participate in or be connected in any manner participate in with the development, ownership, management, operation, operation or control or invention of, or serve as a partner, employee, principal, agent, consultant or otherwise contract with, or have of any financial interest in, or aid or assist business located in any other person or entity that state in which Employer had an office at any time during the duration of this Agreement which business is competitive with the Business, and (ii) during your service as an employee similar to the Company and for a period type of one (1) year after business conducted by Employer at the time of the termination thereof for any reasonof employment of Employee. EMPLOYEE ACKNOWLEDGES THAT THE BUSINESS OF EMPLOYER IS SUCH THAT PERSONAL RELATIONSHIPS BETWEEN A CUSTOMER AND INDIVIDUAL ARE IMPORTANT, you shall notTHAT THE BUSINESS IS PRIMARILY CONDUCTED BY TELEPHONE SUCH THAT GEOGRAPHIC LOCATION IS NOT CRITICAL TO THE CONDUCT OF SUCH BUSINESS; THAT EMPLOYER HAS INVESTED AND WILL INVEST SUBSTANTIAL RESOURCES IN THE DEVELOPMENT OF ITS BUSINESS AND IN ESTABLISHING EMPLOYEE IN THE BUSINESS, directly or indirectlyAND THAT THE FOREGOING COVENANT IS NECESSARY FOR EMPLOYER’S PROTECTION AND TO INDUCE EMPLOYER TO MAKE SUCH INVESTMENT. EMPLOYEE FURTHER ACKNOWLEDGES, solicit, or assist any third person with the hiring of, whether as an employee, consultant or otherwise, any employee or key consultant of the Company. If a court of competent jurisdiction should declare this Paragraph, or any provision hereof, unenforceable because of any unreasonable restriction of duration and/or activity, then you hereby acknowledge and agree that such court shall have the express authority to reform this Agreement to provide for reasonable restrictions and/or grant the Company such other relief, at law or in equity, reasonably necessary to protect the interests of the Company. You specifically acknowledge that a breach of Paragraphs 4 or 6 would cause the Company and its Members to suffer immediate and irreparable harm, which could not be remedied by the payment of moneyREPRESENTS AND WARRANTS THAT SUCH COVENANT IS REASONABLE IN SCOPE AND DURATION HAVING DUE REGARD FOR THE RIGHTS OF BOTH PARTIES. In the event of a breach Employee’s actual or threatened breach by you of any of the provisions of this Agreementthe paragraph, the Company and its Members Employer shall be entitled to injunctive relief to end such breach, without the requirement to post bond, and shall be entitled to recover reasonable attorneys’ fees and expensesan injunction restraining Employee therefrom. Nothing contained herein shall be construed as prohibiting the Company Employer from pursuing any other available remedies available or damages from Employee. In an action under this paragraph 12 or paragraphs 7 or 8, Employer shall be entitled to it for such breach or such threatened breach, including the recovery of damages. Notwithstanding anything herein or in the Unit Forfeiture Agreement to the contraryrecover, in the event of your breach of this Agreement or a termination by the Company of your employment for Causeaddition to other damage and costs, all of your Units shall be deemed Unvested Units for purposes of the Unit Forfeiture Agreement and such Units shall be forfeit to the Company pursuant to the terms thereofits attorney fees actually incurred.

Restrictive Covenant. (i) During your service It is mutually recognized and agreed that the -------------------- services to be rendered pursuant to this Agreement by Employee are special, unique and of extraordinary character. Therefore, as an employee a condition to Company's obligations hereunder, Employee agrees that without Company's prior written consent, during the Company term of this Agreement and for a period of one (1) year after ending on the termination thereof for any reason, you shall not, nor shall you assist, cooperate with, invest in or with (provided you may acquire stock or other security listed on a national securities exchange or traded on a daily basis in the over-the-counter market not in excess of 2% first anniversary of the company whose stock or other securities are being acquired)date of termination of his employment hereunder, or permit regardless of cause, he will not engage in any of your affiliates or relatives to, manner directly or indirectly, developto solicit or induce any employee or agent of Company or any of its subsidiaries to terminate employment with Company or any of its subsidiaries, ownas the case may be, manageor solicit or induce any customer of Company or any of its subsidiaries to become a customer of any person, operatefirm, controlpartnership, invent corporation, trust or in other entity that owns, controls or is a bank, savings and loan association, credit union or similar financial institution. Furthermore, Employee will at no time during or subsequent to the term of his employment by Company make any manner participate willful and intentional false statements or take any actions which could reasonably be expected to damage the reputation or business of Company. It is further recognized and agreed that irreparable injury will result to Company, its businesses and property in the developmentevent of a breach of this covenant by Employee, ownershipthat such injury would be difficult if not impossible to ascertain, managementand therefore, operationany remedy at law for any breach by Employee of this covenant will be inadequate and Company shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damage to Company by reason of any such breach. In addition, control in the event of a breach of this covenant by Employee, Company shall also be entitled to recover reasonable costs and attorneys' fees incurred in connection with the enforcement of its rights hereunder. Whenever used herein, Company shall be deemed to include any successors or invention of, or serve as a partner, employee, principal, agent, consultant or otherwise contract with, or have any financial interest in, or aid or assist any other person or entity that is competitive with which may hereafter acquire the Business, and (ii) during your service as an employee to the business of Company and for a period of one (1) year after the termination thereof for any reason, you shall not, directly or indirectly, solicit, or assist any third person with the hiring of, whether as an employee, consultant or otherwise, any employee or key consultant of the Company. If a court of competent jurisdiction should declare this Paragraph, or any provision hereofof its subsidiaries. The foregoing notwithstanding, unenforceable because should the assets of any unreasonable restriction Company be disposed of duration and/or activityin such a manner that no purchaser thereof has acquired a going business, then you hereby acknowledge and agree that such court Employee shall have the express authority to reform this Agreement to provide for reasonable restrictions and/or grant the Company such other relief, at law or in equity, reasonably necessary to protect the interests of the Company. You specifically acknowledge that a breach of Paragraphs 4 or 6 would cause the Company and its Members to suffer immediate and irreparable harm, which could not be remedied bound by the payment of money. In the event of a breach or threatened breach by you of any of the provisions of covenants expressed in this Agreement, the Company and its Members shall be entitled to injunctive relief to end such breach, without the requirement to post bond, and shall be entitled to recover reasonable attorneys’ fees and expenses. Nothing herein shall be construed as prohibiting the Company from pursuing any other remedies available to it for such breach or such threatened breach, including the recovery of damages. Notwithstanding anything herein or in the Unit Forfeiture Agreement to the contrary, in the event of your breach of this Agreement or a termination by the Company of your employment for Cause, all of your Units shall be deemed Unvested Units for purposes of the Unit Forfeiture Agreement and such Units shall be forfeit to the Company pursuant to the terms thereofparagraph.

Restrictive Covenant. (i) During your service It is mutually recognized and agreed that the -------------------- services to be rendered pursuant to this Agreement by Employee are special, unique and of extraordinary character. Therefore, as an employee a condition to Company's obligations hereunder, Employee agrees that without Company's prior written consent, during the Company term of this Agreement and for a period of one (1) year after ending on the termination thereof for any reason, you shall not, nor shall you assist, cooperate with, invest in or with (provided you may acquire stock or other security listed on a national securities exchange or traded on a daily basis in the over-the-counter market not in excess of 2% first anniversary of the company whose stock or other securities are being acquired)date of termination of his employment hereunder, or permit regardless of cause, he will not engage in any of your affiliates or relatives tomanner, directly or indirectly, developto solicit or induce any employee or agent of Company or any of its subsidiaries to terminate employment with Company or any of its subsidiaries, ownas the case may be, manageor solicit or induce any customer of Company or any of its subsidiaries to become a customer of any person, operatefirm, controlpartnership, invent corporation, trust or in other entity that owns, controls or is a bank, savings and loan association, credit union or similar financial institution. Furthermore, Employee will at no time during or subsequent to the term of his employment by Company make any manner participate statements or take any actions which could reasonably be expected to damage the reputation or business of Company. It is further recognized and agreed that irreparable injury will result to Company, its businesses and property in the developmentevent of a breach of this covenant by Employee, ownershipthat such injury would be difficult if not impossible to ascertain, managementand therefore, operationany remedy at law for any breach by Employee of this covenant will be inadequate and Company shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damage to Company by reason of any such breach. In addition, control in the event of a breach of this covenant by Employee, Company shall also be entitled to recover reasonable costs and attorneys' fees incurred in connection with the enforcement of its rights hereunder. Whenever used herein, Company shall be deemed to include any successors or invention of, or serve as a partner, employee, principal, agent, consultant or otherwise contract with, or have any financial interest in, or aid or assist any other person or entity that is competitive with which may hereafter acquire the Business, and (ii) during your service as an employee to the business of Company and for a period of one (1) year after the termination thereof for any reason, you shall not, directly or indirectly, solicit, or assist any third person with the hiring of, whether as an employee, consultant or otherwise, any employee or key consultant of the Company. If a court of competent jurisdiction should declare this Paragraph, or any provision hereofof its subsidiaries. The foregoing notwithstanding, unenforceable because should the assets of any unreasonable restriction Company be disposed of duration and/or activityin such a manner that no purchaser thereof has acquired a going business, then you hereby acknowledge and agree that such court Employee shall have the express authority to reform this Agreement to provide for reasonable restrictions and/or grant the Company such other relief, at law or in equity, reasonably necessary to protect the interests of the Company. You specifically acknowledge that a breach of Paragraphs 4 or 6 would cause the Company and its Members to suffer immediate and irreparable harm, which could not be remedied bound by the payment of money. In the event of a breach or threatened breach by you of any of the provisions of covenants expressed in this Agreement, the Company and its Members shall be entitled to injunctive relief to end such breach, without the requirement to post bond, and shall be entitled to recover reasonable attorneys’ fees and expenses. Nothing herein shall be construed as prohibiting the Company from pursuing any other remedies available to it for such breach or such threatened breach, including the recovery of damages. Notwithstanding anything herein or in the Unit Forfeiture Agreement to the contrary, in the event of your breach of this Agreement or a termination by the Company of your employment for Cause, all of your Units shall be deemed Unvested Units for purposes of the Unit Forfeiture Agreement and such Units shall be forfeit to the Company pursuant to the terms thereofparagraph.