Common use of Restrictive Covenants Clause in Contracts

Restrictive Covenants. (a) During the term of this Agreement and throughout any further period that he is an officer or employee of the Corporation, and for a period of twelve (12) months from and after the date that Employee is (for any reason) no longer employed by the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by Employee, whichever is later, Employee covenants and agrees that he will not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, co-partner or in any other individual or representative capacity whatsoever: (i) engage in a Competitive Business anywhere within a fifty (50) mile radius of the principal executive offices of the Corporation on the date Employee’s employment terminates; or (ii) solicit, or assist any other person or business entity in soliciting, any depositors or other customers of the Corporation to make deposits in or to become customers of any other financial institution conducting a Competitive Business. As used in this Agreement, the term “Competitive Business” means all banking and financial products and services and any other products and services substantially similar to those offered by the Corporation on the date that Employee’s employment terminates. Employee’s obligations under this Section 7(a) shall terminate on the date a Change of Control occurs. (b) During the term of this Agreement and throughout any further period that he is an officer or employee of the Corporation, and for a period of twelve (12) months from and after the date that Employee is (for any reason) no longer employed by the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by Employee, whichever is later, Employee covenants and agrees that he will not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, co-partner or in any other individual or representative capacity whatsoever induce any individuals to terminate their employment with the Corporation or the Bank.

Restrictive Covenants. (a) During 9.1 The Executive agrees that restrictions on his activities during and after his employment are necessary to protect the term of this Agreement goodwill, Confidential Information and throughout any further period that he is an officer or employee other legitimate interests of the CorporationCompany and its Subsidiaries, and that the agreed restrictions set forth below will not deprive the Executive of the ability to earn a livelihood: (A) While the Executive is in the employment of the Company and, if the Executive is entitled to benefits under Section 6.1 hereof upon termination of employment, for a period of twelve twenty-four (1224) months from and after such termination of employment (the date that Employee is (for any reason) no longer employed by “Non-Competition Period”), the Corporation or for a period Executive shall not, without the express written consent of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant Company, in the event United States of a breach by Employee, whichever is later, Employee covenants and agrees that he will notAmerica, directly or indirectlyindirectly (i) enter into the employ of or render any services to any person, either firm or corporation engaged in any Competitive Business; (ii) engage in any Competitive Business for his own account or (iii) become interested in any Competitive Business as a an individual, partner, shareholder, creditor, director, officer, principal, agent, employee, employerconsultant, stockholder, co-partner advisor or in any other individual relationship or representative capacity whatsoever: (i) engage capacity; provided, however, that nothing contained in a Competitive Business anywhere within a fifty (50) mile radius this Section shall be deemed to prohibit the Executive from acquiring, solely as an investment through market purchases, securities of any corporation which are registered under Section 12 of the principal executive offices of the Corporation on the date Employee’s employment terminates; or (ii) solicit, or assist any other person or business entity in soliciting, any depositors or other customers of the Corporation to make deposits in or to become customers Exchange Act and which are publicly traded so long as he is not part of any other financial institution conducting a Competitive Business. As used group in this Agreement, the term “Competitive Business” means all banking and financial products and services and any other products and services substantially similar to those offered by the Corporation on the date that Employee’s employment terminates. Employee’s obligations under this Section 7(a) shall terminate on the date a Change control of Control occurssuch corporation. (bB) During The Executive agrees that during the term Non-Competition Period or in connection with any termination of this Agreement and throughout employment pursuant to which the Executive is entitled to benefits under Section 6.1, the Executive will not, either directly or through any further period that he is an officer agent or employee, Solicit any employee of the CorporationCompany or any of its Subsidiaries to terminate his or her relationship with the Company or any of its Subsidiaries or to apply for or accept employment with any enterprise competitive with the business of the Company, or Solicit any customer, supplier, licensee or vendor of the Company or any of its Subsidiaries to terminate or materially modify its relationship with them, or, in the case of a customer, to conduct with any person any business or activity which such customer conducts or could conduct with the Company or any of its Subsidiaries. (C) The Executive acknowledges that the Company and its Subsidiaries continually develop Confidential Information, that the Executive may develop Confidential Information for the Company or its Subsidiaries and that the Executive may learn of Confidential Information during the course of his employment under this Agreement. The Executive will comply with the policies and procedures of the Company and its Subsidiaries for protecting Confidential Information and shall never disclose to any person (except as required by applicable law or legal process or for the proper performance of his duties and responsibilities to the Company and its Subsidiaries, or in connection with any litigation between the Company and the Executive (provided that the Company shall be afforded a reasonable opportunity in each case to obtain a protective order)), or use for his own benefit or gain, any Confidential Information obtained by the Executive incident to his employment or other association with the Company or any of its Subsidiaries. The Executive understands that this restriction shall continue to apply after his employment terminates, regardless of the reason for such termination. All documents, records, tapes and other media of every kind and description relating to the business, present or otherwise, of the Company or its Subsidiaries and any copies, in whole or in part, thereof (the “Documents”), whether or not prepared by the Executive, shall be the sole and exclusive property of the Company and its Subsidiaries. The Executive shall safeguard all Documents and shall surrender to the Company at the time his employment terminates, or at such earlier time or times as the Board or its designee may specify, all Documents then in the Executive’s possession or control. (D) Without limiting the foregoing, it is understood that the Company shall not be obligated to make any of the payments or to provide for any of the benefits specified in Sections 6.1 and 6.2 hereof, and for a period shall be entitled to recoup the pro rata portion of twelve (12) months from any such payments and after of the date that Employee is (for value of any reason) no longer employed by such benefits previously provided to the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant Executive in the event of a material breach by Employee, whichever is later, Employee covenants and agrees that he will not, directly or indirectly, either the Executive of the provisions of this Section 9 (such pro ration to be determined as a principalfraction, agentthe numerator of which is the number of days from such breach to the second anniversary of the date on which the Executive terminates employment and the denominator of which is 730), employee, employer, stockholder, co-partner or which breach continues without having been cured within fifteen (15) calendar days after written notice to the Executive specifying the breach in any other individual or representative capacity whatsoever induce any individuals to terminate their employment with the Corporation or the Bankreasonable detail.

Restrictive Covenants. (a) During Executive acknowledges and agrees that the term restrictive covenants and other post-termination obligations set forth in the Restrictive Covenant Agreement, including without limitation Executive’s obligations relating to confidentiality, non-use and non-disclosure of Proprietary Information (as defined in the Restrictive Covenant Agreement), non-solicitation, cooperation, and return of property, are hereby incorporated by reference and shall remain in full force and effect pursuant to their terms to the maximum extent permitted by applicable law, except that the Parties expressly agree to modify the Restrictive Covenant Agreement by removing Section 6.1, and each subpart thereto, of the Restrictive Covenant Agreement, which shall be of no further force or effect upon the Effective Date (as defined below). Executive represents and warrants that Executive has complied with all provisions of the Restrictive Covenant Agreement at all times through the Effective Date. (b) In consideration for the severance payments and benefits set forth in Section 1 of this Agreement and throughout any further period that he is an officer or employee of the CorporationAgreement, and Executive agrees for a period of twelve (12) months from and one year after the date that Employee is Effective Date (for any reasonthe “Non-Competition Restricted Period”) no longer employed by the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by Employee, whichever is later, Employee covenants and agrees that he will to not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, co-partner on Executive’s own behalf or in for the benefit of any other individual or representative capacity whatsoeverentity other than the Company: (i) operate, conduct, or engage in, or prepare to operate, conduct, or engage in a Competitive the Business anywhere within a fifty (50as defined below); (ii) mile radius own, finance, or invest in (except as the holder of not more than one percent of the principal executive offices outstanding stock of the Corporation on the date Employee’s employment terminatesa publicly held company) any Business; or (iiiii) solicitparticipate in, render services to, or assist any other person or business entity that engages in solicitingor is preparing to engage in the Business in any capacity (whether as an employee, consultant, contractor, partner, officer, director, or otherwise) (x) which involves the same or similar types of services Executive performed for the Company at any depositors time during the last two years of Executive’s employment with the Company or (y) in which Executive could reasonably be expected to use or disclose Proprietary Information, in each case (i), (ii) or (iii) in the Restricted Territory (as defined below). Without limiting the Company’s ability to seek other customers remedies available in law or equity, if Executive violates this Section 4(b), the Non-Competition Restricted Period shall be extended by one day for each day that Executive is in violation of such provisions, up to a maximum extension equal to the length of the Corporation Non-Competition Restricted Period, so as to make deposits give the Company the full benefit of the bargained-for length of forbearance. (c) Executive’s continued compliance with the terms of the Restrictive Covenant Agreement (as modified in or Section 4(a) above) and the noncompetition obligations set forth in Section 4(b) above (collectively, the “Restrictive Covenants”) is a material condition to become customers receipt of the severance payments and benefits set forth in Section 1 of this Agreement. In the event Executive breaches any part of such Restrictive Covenants, then, in addition to any remedies and enforcement mechanisms set forth in the Restrictive Covenant Agreement, the Employment Agreement and this Agreement, and any other remedies available to the Company (including equitable and injunctive remedies), Executive shall forfeit any additional consideration owing and shall be obligated to promptly return to the Company (within fifteen (15) business days of any other financial institution conducting breach) the full gross amount of all severance payments and benefits provided. (d) If any provision of the Restrictive Covenants shall be determined to be unenforceable by any court of competent jurisdiction or arbitrator by reason of its extending for too great a Competitive Business. period of time or over too large a geographic area or over too great a range of activities, it shall be interpreted to extend only over the maximum period of time, geographic area or range of activities as to which it may be enforceable. (e) As used in this Agreement, the term “Competitive Business” means all banking and financial products and services and any other products and services substantially similar to those offered by the Corporation on the date that Employee’s employment terminates. Employee’s obligations under this Section 7(a) shall terminate on the date a Change of Control occurs. (b) During the term of this Agreement and throughout any further period that he is an officer or employee of the Corporation, and for a period of twelve (12) months from and after the date that Employee is (for any reason) no longer employed by the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by Employee, whichever is later, Employee covenants and agrees that he will not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, co-partner or in any other individual or representative capacity whatsoever induce any individuals to terminate their employment with the Corporation or the Bank.:

Restrictive Covenants. (a) During the term of this Agreement and throughout any further period Shareholder agrees that he it is an officer or employee a legitimate interest of the CorporationCompany, and reasonable and necessary for a period the protection of twelve (12) months from the confidential information, goodwill and business of the Company, that Shareholder make the covenants contained herein and that none of the SibCos, the Merger Cos or UICI would have entered into the Merger Agreement without these covenants. Accordingly, Shareholder agrees that for three years after the date that Employee Effective Time (as such term is (for any reason) no longer employed by the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant defined in the event of a breach by EmployeeMerger Agreement) (such period, whichever is laterthe “Restricted Period”), Employee covenants and agrees that he he/she will not, directly as proprietor or indirectlyowner, either as a principalpartner, agentmember, shareholder, joint venturer, employee, employerofficer, stockholderdirector, co-partner advisor or consultant, or in any other individual capacity alone, or representative capacity whatsoever: (i) in association with any other Person engage in Competition with the Company in North America. For this purpose, (1) “Competition” means any business engaged primarily in the marketing, sales and/or distribution of (a) health insurance products or (b) any other insurance product of a Competitive Business anywhere within a fifty (50) mile radius type offered by the Company at any time during the 12 months ended as of the principal executive offices Effective Time; (2) the “Company” includes any subsidiary or Person (whether or not incorporated) that UICI directly or indirectly owns or has the power to vote or control 50% or more of the Corporation on the date Employee’s employment terminates; any class or (ii) solicit, or assist any other person or business entity in soliciting, any depositors series of capital stock or other customers equity interests of the Corporation to make deposits in such Person or to become customers a majority of any other financial institution conducting a Competitive Business. As used in this Agreement, its board of directors or similar body; and (3) the term “Competitive BusinessPerson” means all banking and financial products and services and includes any individual, corporation, limited or general partnership, limited liability company, limited liability partnership, trust, association, joint venture or governmental entity. Notwithstanding any other products and services substantially similar provision hereof but subject to those offered by Section 1(c), the Corporation on Shareholder will not be deemed to be engaging in “Competition” hereunder or otherwise to the date that Employee’s employment terminates. Employee’s obligations under this Section 7(aextent based upon or arising out of (1) shall terminate on the date a Change of Control occurs. passive investments in publicly traded equity securities (b) During the term of this Agreement and throughout any further period that he is an officer or employee not to exceed 5% of the Corporationoutstanding securities of such class of the relevant entity), and for a period (2) any of twelve (12) months from the other activities and after investments listed on Annex 1 as “Non-Competitive Activities” so long as such Non-Competitive Activities are not expanded beyond the date that Employee is (for any reason) no longer employed by the Corporation or for a period scope of twelve (12) months from the date such otherwise competitive activities as of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by EmployeeSeptember 15, whichever is later, Employee covenants and agrees that he will not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, co-partner or in any other individual or representative capacity whatsoever induce any individuals to terminate their employment with the Corporation or the Bank2005.

Restrictive Covenants. (a) During Executive acknowledges and agrees that the term restrictive covenants and other post-termination obligations set forth in the Restrictive Covenant Agreement, including without limitation Executive’s obligations relating to confidentiality, non-use and non-disclosure of Proprietary Information (as defined in the Restrictive Covenant Agreement), non-solicitation, cooperation, and return of property, are hereby incorporated by reference and shall remain in full force and effect pursuant to their terms to the maximum extent permitted by applicable law, except that the Parties expressly agree to modify the Restrictive Covenant Agreement by removing Section 6.1, and each subpart thereto, of the Restrictive Covenant Agreement, which shall be of no further force or effect upon the Effective Date (as defined below). Executive represents and warrants that Executive has complied with all provisions of the Restrictive Covenant Agreement at all times through the Effective Date. (b) In consideration for the severance payments and benefits set forth in Section 1 of this Agreement and throughout any further period that he is an officer or employee of the CorporationAgreement, and Executive agrees for a period of twelve (12) months from and one year after the date that Employee is Effective Date (for any reasonthe “Non-Competition Restricted Period”) no longer employed by the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by Employee, whichever is later, Employee covenants and agrees that he will to not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, co-partner on Executive’s own behalf or in for the benefit of any other individual or representative capacity whatsoeverentity other than the Company: (i) operate, conduct, or engage in, or prepare to operate, conduct, or engage in a Competitive the Business anywhere within a fifty (50as defined below); (ii) mile radius own, finance, or invest in (except as the holder of not more than one percent of the principal executive offices outstanding stock of the Corporation on the date Employee’s employment terminatesa publicly-held company) any Business; or (iiiii) solicitparticipate in, render services to, or assist any other person or business entity that engages in solicitingor is preparing to engage in the Business in any capacity (whether as an employee, consultant, contractor, partner, officer, director, or otherwise) (x) which involves the same or similar types of services Executive performed for the Company at any depositors time during the last two years of Executive’s employment with the Company or (y) in which Executive could reasonably be expected to use or disclose Proprietary Information, in each case (i), (ii) or (iii) in the Restricted Territory (as defined below). Without limiting the Company’s ability to seek other customers remedies available in law or equity, if Executive violates this Section 4(b), the Non-Competition Restricted Period shall be extended by one day for each day that Executive is in violation of such provisions, up to a maximum extension equal to the length of the Corporation Non-Competition Restricted Period, so as to make deposits give the Company the full benefit of the bargained-for length of forbearance. (c) Executive’s continued compliance with the terms of the Restrictive Covenant Agreement (as modified in or Section 4(a) above) and the noncompetition obligations set forth in Section 4(b) above (collectively, the “Restrictive Covenants”) is a material condition to become customers receipt of the severance payments and benefits set forth in Section 1 of this Agreement. In the event Executive breaches any part of such Restrictive Covenants, then, in addition to any remedies and enforcement mechanisms set forth in the Restrictive Covenant Agreement, the Employment Agreement and this Agreement, and any other remedies available to the Company (including equitable and injunctive remedies), Executive shall forfeit any additional consideration owing and shall be obligated to promptly return to the Company (within fifteen (15) business days of any other financial institution conducting breach) the full gross amount of all severance payments and benefits provided. (d) If any provision of the Restrictive Covenants shall be determined to be unenforceable by any court of competent jurisdiction or arbitrator by reason of its extending for too great a Competitive Business. period of time or over too large a geographic area or over too great a range of activities, it shall be interpreted to extend only over the maximum period of time, geographic area or range of activities as to which it may be enforceable. (e) As used in this Agreement, the term “Competitive Business” means all banking and financial products and services and any other products and services substantially similar to those offered by the Corporation on the date that Employee’s employment terminates. Employee’s obligations under this Section 7(a) shall terminate on the date a Change of Control occurs. (b) During the term of this Agreement and throughout any further period that he is an officer or employee of the Corporation, and for a period of twelve (12) months from and after the date that Employee is (for any reason) no longer employed by the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by Employee, whichever is later, Employee covenants and agrees that he will not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, co-partner or in any other individual or representative capacity whatsoever induce any individuals to terminate their employment with the Corporation or the Bank.:

Restrictive Covenants. (a) During the term Employment Term and, in the event that the Employee's employment is terminated for any reason (including the non-renewal of this Agreement and throughout in accordance with Section 2(b) above), during the 18-month period following such termination, the Employee will not directly or indirectly (as a director, officer, executive employee, manager, consultant, independent contractor, advisor or otherwise) engage in competition with, or own any further interest in, perform any services for, participate in or be connected with any business or organization that engages in competition with any of the FIRSTPLUS Companies within the meaning of Section 8(d), provided, however, that the provisions of this Section 8(a) shall not be deemed to prohibit the Employee's ownership of not more than 2% of the total shares of all classes of stock outstanding of any publicly held company. (b) In the event that the Employee's employment is terminated for any reason (including the non-renewal of this Agreement in accordance with Section 2(b) above), during the 18-month period that he following such termination, the Employee will not directly or indirectly hire, solicit, retain, compensate or otherwise induce or attempt to induce any person who is and/or was an officer or employee of any of the CorporationFIRSTPLUS Companies at any time during the six months prior to the Employee's termination, to leave the employ of the FIRSTPLUS Companies, or in any way interfere with the relationship between any of the FIRSTPLUS Companies and for a period of twelve any employee thereof. (12c) months from and after During the date that Employee is (for any reason) no longer employed by the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant Employment Term and, in the event that the Employee's employment is terminated for any reason (including the non-renewal of a breach by Employeethis Agreement in accordance with Section 2(b) above), whichever is laterduring the 18-month period following such termination, the Employee covenants and agrees that he will not, not directly or indirectlyindirectly hire, either as a principalengage, agentsend any work to, employeeplace orders with, employer, stockholder, co-partner or in any manner be associated with any supplier, contractor, subcontractor or other individual business relation of any of the FIRSTPLUS Companies if such action by the Employee would have a material adverse effect on the business, assets or representative capacity whatsoeverfinancial condition of any of the FIRSTPLUS Companies, or materially interfere with the relationship between any such person or entity and any of the FIRSTPLUS Companies. (d) For all purposes in this Section 8, a person or entity (including without limitation, the Employee) shall be deemed to be a competitor of or engaging in competition with one or more of the FIRSTPLUS Companies, if such person or entity engages in any business competing with, or substantially similar to, the businesses of one or more of the FIRSTPLUS Companies, as such businesses exist at the time of termination of the Employee's employment with the Company in any state of the United States of America in which any of the FIRSTPLUS Companies conduct, or are actively investigating the possibility of conducting, their businesses at the time of such termination. The provisions of this Section 8 shall cease to be applicable to any state in which the FIRSTPLUS Companies are actively investigating the possibility of conducting their businesses at the time of termination of Employee's employment with the Company, unless within three months after such termination, the FIRSTPLUS Companies, or any of them, have commenced soliciting prospective customers in such state, and have effectuated either of the following: (i) engage the opening of an office in a Competitive Business anywhere within a fifty (50) mile radius of the principal executive offices of the Corporation on the date Employee’s employment terminatessuch state; or (ii) solicit, the hiring of one or assist any other person more employees to be employed in such state or the assignment of one or more incumbent employees to solicit business entity in soliciting, any depositors or other customers of the Corporation to make deposits in or to become customers of any other financial institution conducting a Competitive Business. As used in this Agreement, the term “Competitive Business” means all banking and financial products and services and any other products and services substantially similar to those offered by the Corporation on the date that Employee’s employment terminates. Employee’s obligations under this Section 7(a) shall terminate on the date a Change of Control occurssuch state. (be) During In connection with the term foregoing provisions of this Agreement Section 8, the Employee represents that his experience, capabilities and throughout any circumstances are such that such provisions will not prevent him from earning a livelihood. The Employee further period agrees that he is an officer or employee the limitations set forth in this Section 8 (including, without limitation, time limitations) are reasonable and properly required for the adequate protection of the Corporation, current and for a period future businesses of twelve (12) months from and after the date FIRSTPLUS Companies. It is understood that Employee is (for any reason) no longer employed the covenants made by the Corporation Employee in this Section 8 (and in Section 6 hereof) shall survive the expiration or for a period termination of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by Employee, whichever is later, Employee covenants and agrees that he will not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, co-partner or in any other individual or representative capacity whatsoever induce any individuals to terminate their employment with the Corporation or the BankAgreement.

Restrictive Covenants. (a) During the term 18-month period following the termination of this Agreement his employment with the Employer at any time for any reason (whether during or after the Employment Period), and throughout so long as the Employer is not in default of a material obligation hereunder or under the Stockholders' Agreement, the Employee agrees not to engage in any further period that he is an officer or employee aspect of the Corporation, and for a period of twelve Company Business (12as hereinafter defined) months from and after the date that Employee is (for any reason) no longer employed by the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by Employee, whichever is later, United States. The Employee covenants and agrees that shall be deemed to be engaging in Company Business if he will not, directly or indirectly, either whether or not for compensation, participates in the ownership, management, operation or control of any Competitor (as a principalhereinafter defined) or is employed by or performs consulting services for any Competitor; provided, agenthowever, employeethat if such Competitor renders substantial services other than Company Business, employer, stockholder, co-partner or the Employee shall not be prohibited from engaging in any such activities solely in connection with such other individual or representative capacity whatsoever: (i) services; and provided, further, that the Employee may make passive investments in publicly traded companies that engage in a Competitive Company Business anywhere within a fifty (50) mile radius in the United States where Employee's investment is less than 5% of the principal executive offices outstanding stock of the Corporation on the date Employee’s employment terminates; or (ii) solicit, or assist any other person or business entity in soliciting, any depositors or other customers of the Corporation to make deposits in or to become customers of any other financial institution conducting a Competitive Business. As used in this Agreement, the term “Competitive Business” means all banking and financial products and services and any other products and services substantially similar to those offered by the Corporation on the date that Employee’s employment terminates. Employee’s obligations under this Section 7(a) shall terminate on the date a Change of Control occurssuch company. (b) During the term 18-month period following the termination of this Agreement his employment with the Employer at any time for any reason (whether during or after the Employment Period), and throughout so long as the Employer is not in default of a material obligation hereunder or under the Stockholders' Agreement, the Employee agrees not to solicit any further period that he is an officer or existing employee of the CorporationEmployer or its affiliates to be employed by a Competitor in the United States. (c) For purposes of Section 4: (i) The "Company Business" is the manufacture and sale of ceramic dinnerware, crystal and glassware products. (ii) A "Competitor" is any corporation, firm, partnership, proprietorship or other entity which engages in any Company Business and which is a competitor of the Employer with respect to such Company Business. (d) The Employee hereby agrees that: (i) Each of the covenants contained in Sections 4(a) and 4(b) hereof shall be construed as a separate covenant. (ii) If, in any judicial proceeding, a court shall refuse to enforce any of the separate covenants of Section 4(a) or 4(b) hereof, then such unenforceable covenant shall be deemed limited under this Agreement to the smallest extent permissible under applicable law for a period the purpose of twelve such proceeding or any other judicial proceeding to the extent necessary to permit the provisions of Sections 4(a) and 4(b) hereof to be enforced to the fullest extent permissible under applicable law. (12e) months from and after The Employee agrees to deliver promptly to the date that Employee is (Employer upon the termination of his employment hereunder for any reason, or at any other time that the Employer may so request, all proprietary or confidential documents (and all copies thereof) no longer employed relating to the Company Business and all other property associated therewith, which he may then possess or have under his control. (f) The parties hereto hereby declare that it is impossible to measure in money the damages which will accrue to the Employer by reason of a failure by the Corporation Employee to perform any of his obligations under this Agreement and, in particular, under this Section 4. Accordingly, if the Employer institutes any action or for a period of twelve (12) months from proceeding to enforce the date of entry provisions hereof, to the extent permitted by a court of competent jurisdiction of a final judgment enforcing this covenant in applicable law, the event of a breach by EmployeeEmployee hereby waives the claim or defense that the Employer has an adequate remedy at law, whichever is later, and the Employee covenants and agrees that he will not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, co-partner or shall not urge in any other individual such action or representative capacity whatsoever induce proceeding the claim or defense that any individuals such remedy at law exists. (g) The restrictions in this Section 4 shall be in addition to terminate their employment with any restrictions imposed on the Corporation Employee by statute or the Bankat common law.

Restrictive Covenants. Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its affiliates and accordingly agrees as follows: (a) During the term of this Agreement and throughout any further period that he is an officer or employee of the Corporation, and for a period of twelve (12) months from and after the date that Employee is (for any reason) no longer employed Executive’s employment by the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by EmployeeCompany, whichever is later, Employee covenants and agrees that he Executive will not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, co-partner or in any other individual or representative capacity whatsoever: (i) engage in a Competitive Business anywhere within a fifty (50) mile radius any business for Executive’s own account that competes with the business of the principal executive offices Company or its affiliates (including, without limitation, businesses which the Company or its affiliates have specific plans to conduct in the future and as to which Executive is aware of the Corporation on the date Employee’s employment terminates; or such planning), (ii) solicitenter the employ of, or assist render any other person or business entity in solicitingservices to, any depositors or other customers person engaged in any business that competes with the business of the Corporation to make deposits Company or its affiliates, (iii) acquire a financial interest in any person engaged in any business that competes with the business of the Company or to become customers its affiliates, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant. During the period of any other financial institution conducting a Competitive Business. As used in this Agreement, the term “Competitive Business” means all banking and financial products and services and any other products and services substantially similar to those offered Executive’s employment by the Corporation on the date that Employee’s employment terminates. Employee’s obligations under this Section 7(a) shall terminate on the date a Change of Control occurs. (b) During the term of this Agreement and throughout any further period that he is an officer or employee of the Corporation, Company and for a period of twelve two years thereafter (12) months from and after the date that Employee is (for any reason) no longer employed by the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by Employee“Restricted Period”), whichever is later, Employee covenants and agrees that he Executive will not, directly or indirectly, either interfere with business relationships (whether formed before or after the date of this Agreement) between the Company or any of its affiliates and customers, suppliers, partners, members or investors of the Company or its affiliates. (b) Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly, own, solely as an investment, securities of any person engaged in the business of the Company or its affiliates which are publicly traded on a principalnational or regional stock exchange or on an over-the-counter market if Executive (i) is not a controlling person of, agentor a member of a group which controls, employeesuch person and (ii) does not, employerdirectly or indirectly, stockholderown five percent (5%) or more of any class of securities of such person. (c) During the Restricted Period, co-partner Executive will not, directly or indirectly, (i) solicit or encourage any employee of the Company or its affiliates to leave the employment of the Company or its affiliates. (d) During the Restricted Period, Executive will not, directly or indirectly, solicit or encourage to cease to work with the Company or its affiliates any consultant then under contract with the Company or its affiliates. (e) It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 14 to be reasonable, if a final determination is made by an arbitrator or court of competent jurisdiction that the time or territory or any other individual restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or representative capacity whatsoever induce indicate to be enforceable. Alternatively, if any individuals arbitrator or court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to terminate their employment with make it enforceable, such finding shall not affect the Corporation or enforceability of any of the Bankother restrictions contained herein.

Restrictive Covenants. (a) During Executive acknowledges and agrees that the term restrictive covenants and other post-termination obligations set forth in the Restrictive Covenant Agreement, including without limitation Executive’s obligations relating to confidentiality, non-use and non-disclosure of Proprietary Information (as defined in the Non-Disclosure Agreement), non-solicitation, cooperation, and return of property, are hereby incorporated by reference and shall remain in full force and effect pursuant to their terms to the maximum extent permitted by applicable law, except that the Parties expressly agree to modify the Restrictive Covenant Agreement by removing Section 1, and each subpart thereto, of the Non-Competition Agreement, which shall be of no further force or effect upon the Effective Date (as defined below). Executive represents and warrants that Executive has complied with all provisions of the Restrictive Covenant Agreement at all times through the Effective Date. (b) In consideration for the severance payments and benefits set forth in Section 1 of this Agreement and throughout any further period that he is an officer or employee of the CorporationAgreement, and Executive agrees for a period of twelve (12) months from and one year after the date that Employee is Effective Date (for any reasonthe “Non-Competition Restricted Period”) no longer employed by the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by Employee, whichever is later, Employee covenants and agrees that he will to not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, co-partner on Executive’s own behalf or in for the benefit of any other individual or representative capacity whatsoeverentity other than the Company: (i) operate, conduct, or engage in, or prepare to operate, conduct, or engage in a Competitive the Business anywhere within a fifty (50as defined below); (ii) mile radius own, finance, or invest in (except as the holder of not more than one percent of the principal executive offices outstanding stock of the Corporation on the date Employee’s employment terminatesa publicly-held company) any Business; or (iiiii) solicitparticipate in, render services to, or assist any other person or business entity that engages in solicitingor is preparing to engage in the Business in any capacity (whether as an employee, consultant, contractor, partner, officer, director, or otherwise) (x) which involves the same or similar types of services Executive performed for the Company at any depositors time during the last two years of Executive’s employment with the Company or (y) in which Executive could reasonably be expected to use or disclose Proprietary Information, in each case (i), (ii) or (iii) in the Restricted Territory (as defined below). Without limiting the Company’s ability to seek other customers remedies available in law or equity, if Executive violates this Section 4(b), the Non-Competition Restricted Period shall be extended by one day for each day that Executive is in violation of such provisions, up to a maximum extension equal to the length of the Corporation Non-Competition Restricted Period, so as to make deposits give the Company the full benefit of the bargained-for length of forbearance. (c) Executive’s continued compliance with the terms of the Restrictive Covenant Agreement (as modified in or Section 4(a) above) and the noncompetition obligations set forth in Section 4(b) above (collectively, the “Restrictive Covenants”) is a material condition to become customers receipt of the severance payments and benefits set forth in Section 1 of this Agreement. In the event Executive breaches any part of such Restrictive Covenants, then, in addition to any remedies and enforcement mechanisms set forth in the Non-Competition Agreement, the Employment Agreement and this Agreement, and any other remedies available to the Company (including equitable and injunctive remedies), Executive shall forfeit any additional consideration owing and shall be obligated to promptly return to the Company (within fifteen (15) business days of any other financial institution conducting breach) the full gross amount of all severance payments and benefits provided. (d) If any provision of the Restrictive Covenants shall be determined to be unenforceable by any court of competent jurisdiction or arbitrator by reason of its extending for too great a Competitive Business. period of time or over too large a geographic area or over too great a range of activities, it shall be interpreted to extend only over the maximum period of time, geographic area or range of activities as to which it may be enforceable. (e) As used in this Agreement, the term “Competitive Business” means all banking and financial products and services and any other products and services substantially similar to those offered by the Corporation on the date that Employee’s employment terminates. Employee’s obligations under this Section 7(a) shall terminate on the date a Change of Control occurs. (b) During the term of this Agreement and throughout any further period that he is an officer or employee of the Corporation, and for a period of twelve (12) months from and after the date that Employee is (for any reason) no longer employed by the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by Employee, whichever is later, Employee covenants and agrees that he will not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, co-partner or in any other individual or representative capacity whatsoever induce any individuals to terminate their employment with the Corporation or the Bank.:

Restrictive Covenants. In consideration of the payment of the Purchase Price, and in order to induce Buyer to enter into this Agreement and to consummate the Transactions, each Seller Party hereby covenants and agrees as follows: (a) During the term of this Agreement and throughout any further period that he is an officer or employee of the Corporation, and for For a period of twelve five (125) months years from and after the date that Employee Closing Date, no Seller Party nor any of any Seller Party’s Affiliates (each a “Restricted Person”) will directly or indirectly, engage in (and no Restricted Person presently contemplates engaging in), or have any interest in any Person (other than the Company), whether as a debt or equity holder, employee, officer, director, member, manager, partner, agent, security holder, consultant or otherwise, that, directly or indirectly, engages in the Business in any way, within the United States (the “Restricted Area”); provided nothing in this Section 6.3(a) shall be deemed to prevent such Restricted Person from acquiring through market purchases and owning, solely as a passive investment, less than three percent (3%) in the aggregate of the equity securities of any class of any issuer to the extent such shares are registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, and are listed or admitted for trading on any U.S. national securities exchange or are quoted on the National Association of Securities Dealers Automated Quotations System, or any similar system of automated dissemination of quotations of securities prices in common use, so long as such Seller Party is not a member of any “control group” (for within the meaning of the rules and regulations of the U.S. Securities and Exchange Commission) of any reasonsuch issuer. (b) no longer employed by the Corporation or for For a period of twelve five (125) months years from and after the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by EmployeeClosing Date, whichever is later, Employee covenants and agrees that he each Restricted Person will not, directly or indirectly, either as a principalsolicit for employment or employ (or attempt to solicit for employment or employ), agent, employee, employer, stockholder, co-partner or in any other individual or representative capacity whatsoever: (i) engage in a Competitive Business anywhere within a fifty (50) mile radius employee of the principal executive offices Company, Buyer or any of the Corporation on the date Employee’s their respective subsidiaries or Affiliates; provided that each Restricted Person will not be prohibited from making general advertisements for employment terminates; or (ii) solicit, or assist any other person or business entity in soliciting, any depositors or other customers of the Corporation to make deposits in or to become customers of any other financial institution conducting a Competitive Business. As used in this Agreement, the term “Competitive Business” means all banking and financial products and services and any other products and services substantially similar to those offered by the Corporation on the date that Employee’s employment terminates. Employee’s obligations under this Section 7(a) shall terminate on the date a Change of Control occursif such advertisements are not directed at such employees. (bc) During the term of this Agreement and throughout any further period that he is an officer or employee of the Corporation, and for For a period of twelve five (125) months years from and after the date that Employee is (for any reason) no longer employed by the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by EmployeeClosing Date, whichever is later, Employee covenants and agrees that he each Restricted Person will not, directly or indirectly, either solicit, call on or transact or engage in any Business with any customer set forth on Schedule 3.18 or any person who was a customer of the Company at any time during the twelve (12) months immediately prior to Closing for or on behalf of such Restricted Person or any other Person for a purpose which is competitive with Buyer, the Company or any of the Company’s subsidiaries. (d) Each Restricted Person acknowledges and agrees that the covenants provided for in this Section 6.3 are reasonable and necessary for the protection of Buyer’s legitimate interests, that the provisions set forth herein are not unduly harsh nor oppressive in curtailing such Restricted Person’s legitimate efforts to earn a livelihood, that the restrictions herein are reasonable from a standpoint of public policy, that the promises and covenants contained herein are supported by adequate consideration, and that the restrictions herein in terms of scope, duration, area, line of business and all other matters are reasonably limited to protect Buyer’s legitimate business interests, which include, among other, protecting (i) valuable confidential business information; (ii) substantial relationships with customers throughout the Restricted Area; and (iii) goodwill with customers, employees, distributors, suppliers and vendors associated with their respective businesses. (e) If a Restricted Person is terminated by Buyer, the restrictive period for purposes of this Section 6.3 as to that person shall be reduced to two (2) years following the termination unless a lesser term is provided pursuant to an employment agreement. Nothing in this Section 6.3 shall prevent a Restricted Person and/or Buyer from entering into an employment contract or other similar contract which specifies restrictions that alter or vary the language of this section, which alterations shall control. (f) Except as required by Legal Requirements, no Seller Party will, directly or indirectly (on such Seller Party’s own behalf or in the service or on behalf of others or jointly with any other Person), disparage or portray in a negative light, and no Seller Party will cause any Affiliate of any Seller Party to disparage or portray in a negative light, the Company, Buyer, or any of their current or former directors, owners, members, managers, officers, employees, independent contractors, or Affiliates (each, a “Covered Person”), with respect to such Covered Person’s business reputation as it relates to the business activities conducted by the Company or Buyer whether in public or private, including in any and all interviews, oral statements, written materials, electronically-displayed materials, and material or information displayed on Internet-related sites. (g) No Restricted Person shall divulge, communicate, use to the detriment of the Company or for the benefit of any other Person or Persons, or misuse in any way, any Confidential Information or Trade Secrets (collectively “Company Information”) pertaining to the Company or any of its Affiliates. Any Company Information now known or hereafter acquired by such Restricted Person with respect to the Company or any of its Affiliates shall be deemed a valuable, special and unique asset of the Company that is received by such party in confidence and as a principalfiduciary, agentand such party shall remain a fiduciary to the Company with respect to all of such information. In addition, employeesuch Restricted Person will (i) receive and hold all Company Information in trust and in strictest confidence, employer(ii) take reasonable steps to protect the Company Information from disclosure and in no event take any action causing, stockholderor fail to take any action reasonably necessary to prevent, co-partner any Company Information to lose its character as Company Information, (iii) except as required by law, not, directly or indirectly, use, disseminate or otherwise disclose any Company Information to any third party without the prior written consent of the Company, which may be withheld in the Company’s absolute discretion, and (iv) not directly or indirectly use the name “DataFile”, “DataFile Technologies,” or any derivative thereof or any other trade name used in the Business or by the Company in any way whatsoever. (h) All books, records, reports, writings, notes, notebooks, computer programs, equipment, proposals, contracts, customer and referral source lists and other documents and/or things relating in any manner to the business of the Company (including any of the same embodying or relating to any Company Information), whether prepared by a Seller Party or otherwise coming into such party’s possession, shall be the exclusive property of the Company and shall not be copied, duplicated, replicated, transformed, modified or removed from the premises of the Company except pursuant to the business of the Company and shall be returned immediately to the Company on the Company’s request at any time. (i) To the extent that any of the provisions contained in this Section 5.3 may later be adjudicated by a court of competent jurisdiction to be too broad to be enforced with respect to such provision’s scope, duration, area, line of business or any other matter, such provision shall be deemed amended by limiting and reducing such provision’s scope, duration, area, line of business or other matter, as the case may be, so as to be valid and enforceable to the maximum extent compatible with the applicable laws of such jurisdiction and this Section 5.3 as drafted, such amendment only to apply with respect to the operation of such provision in the applicable jurisdiction in which such adjudication is made. (j) Each Restricted Person acknowledges and agrees that any violation of the provisions set forth above in this Section 5.3 would result in substantial and imminent threat of or actual irreparable injury to B▇▇▇▇, and that Buyer may not have an adequate remedy at law with respect to any such violation. Accordingly, such Restricted Person agrees that, in the event of any actual or threatened violation of this Section 5.3, Buyer shall have the right to obtain, in addition to any other remedies that may be available, equitable relief (without the posting of bond or other security), including temporary, preliminary, and permanent injunctive relief, to cease or prevent any actual or threatened violation of any provision hereof, and such right to equitable relief shall be cumulative and in addition to whatever other rights or remedies Buyer and/or the Company may possess hereunder, at law or in any other individual or representative capacity whatsoever induce any individuals to terminate their employment with the Corporation or the Bankequity.

Restrictive Covenants. (a) During For a period of five (5) years following the term Closing Date, the Seller shall not, and shall ensure that none of its Affiliates will, directly or indirectly (including as a stockholder, member or partner), solicit any customer of the Business existing from January 1, 2008 through the Closing Date for the purposes of sale to that customer of any product (i) manufactured or sold by the Business at the Closing or (ii) competitive with any product manufactured or sold by the Business at the Closing. (b) Notwithstanding the foregoing, this Section 5.23 will not prohibit the Seller or any of its Affiliates, directly or indirectly, from (i) conducting any business activities conducted by them as of the date of this Agreement (other than the Business), including the manufacture and sale of Seller Intermediate Products to entities which are not customers of the Business from January 1, 2008 through the Closing Date through the Closing; (ii) investing in or holding not more than ten percent (10%) of the outstanding voting stock or other ownership interests of any Person; or (iii) acquiring any ownership interest in any business or conducting any business activities of such acquired business (including the manufacture or sale of Purchaser Intermediate Products) in which the products of such acquired business that are competitive with the Business or the Purchaser Intermediate Products represent less than twenty-five percent (25%) of revenues of such acquired business so long as no Business Information is disclosed to such acquired business; so long as such acquired business does not violate Section 5.23(a) following such acquisition. (c) For a period of five (5) years following the Closing Date, the Purchaser shall not and shall ensure that none of its subsidiaries will, directly or indirectly (including as a stockholder, member or partner): (i) solicit any Retained Business Products customer of the Seller existing from January 1, 2008 through the Closing Date for the purposes of sale to that customer of any (a) Retained Business Product or (b) any product competitive with any Retained Business Product; or (ii) provide or make available, whether by sale, lease, transfer, loan, gift or otherwise, and whether on a temporary or permanent basis, any of the Purchased Intellectual Property or the Shared Intellectual Property to any Affiliate of the Purchaser for the purpose of producing or selling any Retained Business Product, or any product competitive with any Retained Business Product, to any Retained Business Product customer of the Seller existing from January 1, 2008 through the Closing Date. (d) Notwithstanding the foregoing, this Section 5.23 will not prohibit the Purchaser or any of its subsidiaries, directly or indirectly, from (i) conducting any business activities conducted by them as of the date of this Agreement or engaging in the Business activities as conducted at the date of this Agreement or engaging in the manufacture and sale of Purchaser Intermediate Products; (ii) investing in or holding not more than ten percent (10%) of the outstanding voting stock or other ownership interests of any Person; or (iii) acquiring any ownership interest in any business or conducting any business activities of such acquired business (including the manufacture or sale of Retained Business Products) in which Retained Business Products represent less than twenty-five percent (25%) of revenues of such business; so long as such acquired business does not violate Section 5.23(c) following such acquisition. In addition, nothing herein shall prohibit SK from making any other investments or any such investment entity (other than the Purchaser or any of the Purchaser’s subsidiaries) from competing with the Retained Business Products, provided, however, that SK shall not provide or make available, whether by sale, lease, transfer, loan, gift or otherwise, and whether on a temporary or permanent basis, any of the Purchased Intellectual Property or the Shared Intellectual Property to any such investment entity for the purpose of producing or selling any Retained Business Product, or any product competitive with any Retained Business Product, to any Retained Business Product customer of the Seller existing from January 1, 2008 through the Closing Date; and provided further that SK and the Purchaser comply at all times with the confidentiality obligations set forth in Section 5.9 of this Agreement. (e) The Seller and the Purchaser acknowledge and agree that the Supply Agreements contain certain restrictions on the supply of Intermediate Products and the provisions of this Section 5.23 shall not be construed to amend, waive or contradict the relevant provisions of the Supply Agreements. (f) If either party discovers a potential breach of the foregoing provisions (a) through (d) of this Section 5.23, prior to bringing a claim or action against such party, the discovering party shall provide the potential breaching party with notice of such alleged breach and a reasonable opportunity, not to exceed thirty (30) days, to cease the conduct giving rise to the potential breach. (g) Unless otherwise agreed to in writing by the Purchaser, during the period commencing on the date of this Agreement and throughout any further period that he is an officer or employee ending on the one-year anniversary of the CorporationClosing Date, and for a period of twelve (12) months from and after the date that Employee is (for any reason) no longer employed by the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by Employee, whichever is later, Employee covenants and agrees that he Seller will not, directly or indirectly, either for itself or on behalf of or in conjunction with any other Person (other than in its capacity as a principal, agent, employee, employer, stockholder, coholder of not more than twenty-partner five percent (25%) of the outstanding voting stock of a Person or in any other individual or representative capacity whatsoever: (i) engage as a passive investor in a Competitive Business anywhere within privately-held Person), nor will it permit any of its Affiliates or their respective directors, officers, employees, agents, advisors or representatives to, directly or indirectly, employ or offer employment to any Transferred Employee unless such Transferred Employee will have ceased to be employed by the Purchaser for a fifty period of at least six (506) mile radius of months prior thereto. (h) Unless otherwise agreed to in writing by the principal executive offices of Seller, during the Corporation period commencing on the date Employee’s employment terminates; or (ii) solicit, or assist any other person or business entity in soliciting, any depositors or other customers of the Corporation to make deposits in or to become customers of any other financial institution conducting a Competitive Business. As used in this Agreement, the term “Competitive Business” means all banking and financial products and services and any other products and services substantially similar to those offered by the Corporation on the date that Employee’s employment terminates. Employee’s obligations under this Section 7(a) shall terminate on the date a Change of Control occurs. (b) During the term of this Agreement and throughout any further period that he is an officer or employee ending on the one-year anniversary of the CorporationClosing Date (or, and for a period of twelve if this Agreement is terminated prior to the Closing, ending six (126) months from and after the date that Employee is (for any reason) no longer employed by of termination), the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by Employee, whichever is later, Employee covenants and agrees that he Purchaser will not, directly or indirectly, either for itself or on behalf of or in conjunction with any other Person (other than in its capacity as a principalholder of not more than twenty-five percent (25%) of the outstanding voting stock of a Person or as a passive investor in a privately-held Person), agentnor will it permit any of its subsidiaries, employeeAffiliates, employerdirectors, stockholderofficers, co-partner employees, agents, advisors or representatives to, directly or indirectly, call upon any Person who is, at the time the Person is called upon, an employee of the Seller or any Affiliate of the Seller, for the purpose or with the intent of soliciting such employee away from or out of the employ of the Seller or such Affiliate of the Seller, or employ or offer employment to any Person who was or is employed by the Seller or any Affiliate of the Seller unless such Person will have ceased to be employed by Seller and the its Affiliates for a period of at least six (6) months prior thereto. (i) This Section 5.23 will not be deemed to prohibit the Seller or the Purchaser from engaging in any other individual general media advertising or representative capacity whatsoever induce solicitation that may be targeted to a particular geographic or technical area but that is not targeted towards employees of the Purchaser or the Seller or their Affiliates or hiring any individuals who respond to terminate their employment with the Corporation such advertising or the Banksolicitation.

Restrictive Covenants. 30.1 The Executive acknowledges that following termination of the Employment he will be in a position to compete unfairly with the Company and the Group as a result of the Confidential Information, trade secrets and knowledge about the business, operations, customers (a) During including Members), Employees and trade connections of the term of this Agreement Company and throughout any further period the Group he has acquired or will acquire and through the connections that he is an officer or employee has developed and will develop during the Employment. The Executive therefore agrees to enter into the restrictions in this clause 30 for the purpose of protecting the Company’s and the Group’s legitimate business interests and in particular the Confidential Information, goodwill and the stable trained workforce of the CorporationCompany and the Group. 30.2 The Executive covenants with the Company and each other Group Company that he shall not without the prior written consent of the Board or the ListCo Board (such consent not to be unreasonably withheld, and conditioned or delayed), directly or indirectly, on his own behalf, or on behalf of any person, firm, or company in connection with any business which is or is intended or about to be competitive with the Restricted Business or in relation to the provision of any goods or services similar to or competitive with those sold or provided by the Company or any Group Company in connection with the Restricted Business: 30.2.1 for a period of twelve (12) months from and after the date that Employee is (for termination of the Employment solicit or canvass the custom of any reason) no longer employed by the Corporation or Customer; 30.2.2 for a period of twelve (12) months after the termination of the Employment solicit or canvass the custom of any Potential Customer; 30.2.3 for a period of twelve months after the termination of the Employment deal with any Customer; 30.2.4 for a period of twelve months after the termination of the Employment deal with any Potential Customer; 30.2.5 for a period of twelve months after the termination of the Employment solicit or entice away, or attempt to entice away from the date Company or any Group Company any Key Worker; and 30.2.6 for a period of entry by twelve months after the termination of the Employment employ, offer to employ or enter into partnership with any Key Worker with a court view to using the knowledge or skills of competent jurisdiction such person in connection with any business or activity which is or is intended to be competitive with the Restricted Business. 30.3 Subject at all times to clause 21.2, the Executive shall not without the prior written consent of the Board or the ListCo Board (such consent not to be unreasonably withheld, conditioned or delayed) for a final judgment enforcing this covenant in period of twelve months after the event termination of a breach by Employee, whichever is later, Employee covenants and agrees that he will notthe Employment, directly or indirectly, either on his own behalf, or on behalf of any person, firm or company: 30.3.1 set up, carry on, be employed in, provide relevant services to, be associated with, or be engaged or interested in, whether as a principal, agentdirector, employee, employerprincipal, stockholdershareholder, co-partner or other owner, agent or otherwise, any business which is or is intended or about to be competitive with the Restricted Business save as a shareholder of not more than five per cent of any public company whose shares or stocks are quoted or dealt in on any other individual Recognised Investment Exchange; and 30.3.2 endeavour to cause any person, firm or representative capacity whatsoever: (i) engage company who is at the date of termination of the Employment or at any time during the twelve months immediately prior to such termination was a Restricted Supplier to the Company and/or any Group Company, to either cease to supply the Company or any Group Company or materially alter the terms of such supply in a Competitive Business anywhere within a fifty (50) mile radius manner detrimental to the Company or any Group Company. 30.4 The periods for which the restrictions in clauses 30.2 and 30.3 apply shall be reduced by any period that the Executive spends on Garden Leave immediately before the termination of the principal executive offices Employment. 30.5 The Executive shall not at any time during the Employment or after termination thereof use any name or trademark used by the Group at the date of termination of the Corporation on Employment or any name likely to cause confusion with the date Employee’s employment terminates; Company or (ii) solicit, or assist any other person or business entity the Group in soliciting, any depositors or other customers the minds of members of the Corporation to make deposits in or to become customers of public and shall not at any other financial institution conducting a Competitive Business. As used in this Agreement, the term “Competitive Business” means all banking and financial products and services and any other products and services substantially similar to those offered by the Corporation on the date that Employee’s employment terminates. Employee’s obligations under this Section 7(a) shall terminate on the date a Change of Control occurs. (b) During the term of this Agreement and throughout any further period that he is an officer or employee of the Corporation, and for a period of twelve (12) months from and time after the date that Employee is the Employment terminates represent himself as being employed or continuing to be connected to (for any reasonother than as a shareholder if applicable) no longer employed by the Corporation Company or any other Group Company. 30.6 If, at any time during the Employment, two or more Key Workers have left their employment, appointment or engagement with the Company or any Group Company to carry out services for a period business concern which competes with, or is intended to compete with any Restricted Business, the Executive will not at any time during the six months following the last date on which any of twelve (12) months from those Key Workers were employed or engaged by the date Company or the applicable Group Company, be employed or engaged in any way with that business concern. 30.7 The Executive may be required to amend or remove any information posted on a Networking Site which is deemed to constitute a breach of entry by this clause 30. 30.8 The Executive must disclose the restrictions set out in this clause 30 to a court prospective employer. The Executive agrees that if any person approaches him in connection with offering him employment that is or potentially may be in competition with the Company or any Group Company, then the Executive will immediately inform the Company of competent jurisdiction of a final judgment enforcing this covenant in that approach. In the event that the Executive receives an offer of a breach by Employeeemployment or request to provide services either during the Employment or during the currency of the restrictive periods set out in clauses 30.2 and 30.3, whichever is laterthe Executive shall notify the Company, Employee covenants and the Executive hereby agrees that he will notthe Company may provide to such person, directly company or indirectlyother entity making such an offer or request a full and accurate copy of this clause 30. 30.9 The restrictions contained in this clause are considered by the parties to be reasonable in all the circumstances. Each sub-clause constitutes an entirely separate and independent restriction and the duration, either as a principal, agent, employee, employer, stockholder, co-partner or in extent and application of each of the restrictions are no greater than is necessary for the protection of the interests of the Company and any other individual or representative capacity whatsoever induce any individuals to terminate their employment with the Corporation or the BankGroup Company.

Restrictive Covenants. (a) During Executive acknowledges that: (i) the term of this Agreement and throughout any further period that he Company has been engaged in the Business; (ii) Executive is an officer or employee one of the Corporationpersons who is primarily responsible for the conduct, management and operation of the Business by the Company; (iii) the Business is conducted by the Company on a global basis; and (iv) Executive's work for and equity interests in the Company have provided Executive with trade secrets and confidential information of the Company concerning the Business; (v) the nature of the Company's Business is such that if Executive were to become employed by, or substantially involved in, the business of a period competitor of the Company during the twelve (12) months from following the termination of Executive's employment with the Company, it would be very difficult for Executive not to rely on or use the Company's trade secrets and after confidential information; (vi) the agreements and covenants set forth in this Section are essential to protect the Business conducted by the Company and its goodwill; and (vii) the Company is unwilling to enter into this Agreement and offer the compensation, benefits, equity interests and other rights set forth herein, including without limitation those described in Sections 8(a) and (d) above, but for such agreements and covenants. Accordingly, to avoid the inevitable disclosure of the Company's trade secrets and confidential information, Executive covenants and agrees as follows: (b) For a period commencing on the date that Employee is (for any reason) no longer employed by hereof and terminating on the Corporation or for a period of twelve (12) months from month anniversary of the date termination, whether pursuant to Section 8(a) or 8(b) hereof, of entry Executive's employment with the Company (the "Restricted Period") Executive, unless acting in accordance with the Company's prior written consent (which consent may be given by Company's chairman or any other duly authorized officer) or as an employee of, or as a court consultant to, the Company or one of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by Employeeits Affiliates (as defined below), whichever is later, Employee covenants and agrees that he will not, directly or indirectly, either own, manage, operate, control, finance or participate in the ownership, management, operation, control or financing of, or be connected as a an officer, director, employee, principal, agent, employeerepresentative, employerconsultant, stockholderinvestor, co-partner owner, partner, manager, joint venturer or have a similar affiliation with, any business or enterprise engaged in the Business; PROVIDED, HOWEVER, that Executive will not be prohibited from being employed by or engaged in a business or enterprise in which the Business accounts for less than 10% of the revenues, income or the value of the assets of such business (the "Segment"), so long as Executive is not involved in the day to day operations or management and does not direct the strategy of such Segment, and Executive may own, directly or indirectly, solely as an investment, securities of any "Person" (as defined below) having a class of securities (i) registered under the Securities Exchange Act of 1934 and (ii) publicly traded, if Executive is not a controlling Person of, or a member of a group which controls, such Person and Executive does not, directly or indirectly own more than two percent (2%) of any class of securities of such Person. (c) During the Restricted Period, other individual or representative capacity whatsoeverthan on behalf of the Company, Executive will not: (i) engage in a Competitive Business anywhere within a fifty directly or indirectly, (50A) mile radius hire or offer employment to any individual who is or was at any time during the Restricted Period an employee of the principal executive offices Company or any of its Affiliates or an Independent Contractor (as hereinafter defined), or (B) encourage any such individual to terminate his or her relationship with the Corporation on the date Employee’s employment terminatesCompany or one of its Affiliates; or (ii) solicitsolicit or encourage any person who is or was a supplier, customer or client of the Company or one of its Affiliates at any time during the Restricted Period for the purpose of (A) engaging in, or assist assisting any other person or business entity in soliciting, any depositors or other customers of the Corporation to make deposits in or to become customers of any other financial institution conducting a Competitive Business. As used in this Agreementengaging in, the term “Competitive Business” means all banking and financial products and , or (B) terminating or otherwise altering his, hers or its relationship or prospective relationship with the Company or such Affiliate. For purposes of this Section, "Independent Contractor" will include any individual who is or was an independent contractor whose principal job or function is or was to provide services and any other products and services substantially similar to those offered by the Corporation on Company or an Affiliate with respect to the date that Employee’s employment terminates. Employee’s obligations under this Section 7(a) shall terminate on the date a Change of Control occursBusiness. (bd) During the term of this Agreement and throughout If Executive breaches any further period that he is an officer or employee of the Corporationcovenants set forth in this Section 10 (the "Restrictive Covenants"), the Company will have the right and for a period of twelve (12) months from and after remedy to have the date that Employee is (for Restrictive Covenants specifically enforced by any reason) no longer employed by the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant jurisdiction, which right and remedy is in addition to, and not in lieu of, any other rights and remedies available to the event of a breach by Employee, whichever is later, Employee covenants Company under law or in equity. Executive acknowledges and agrees that he the Restrictive Covenants are reasonable, necessary and valid in duration and geographical scope and in all other respects. If any court determines that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable, the remainder of the Restrictive Covenants will notnot be affected thereby and will be given full effect without regard to the invalid portions. If any court determines that any of the Restrictive Covenants, directly or indirectlyany part hereof, either are unenforceable because of the duration or geographical scope of such provisions, such court will have the power to reduce the duration or scope of such provision, as a principalthe case may be, agentand, employeein its reduced form, employer, stockholder, co-partner or in any other individual or representative capacity whatsoever induce any individuals to terminate their employment with the Corporation or the Banksuch provision will then be enforceable.

Restrictive Covenants. (a) During the term The provisions of this Agreement and throughout any further period that he is an officer or employee of the Corporation, and Section 4 shall apply for a period of twelve two (122) months from and after years beginning with the date that Employee is (of termination of Executive’s employment hereunder for any reason) no longer employed by . During such period, Executive will not, except with the Corporation prior written consent of the Board, directly or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant indirectly own, manage, operate, join, control, finance or participate in the event ownership, management, operation, control or financing of, or be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise with, or use or permit his name to be used in connection with, any business or enterprise that is engaged in a “Competing Enterprise,” which is defined as an entity whose operations are conducted within the ski industry in North America. The foregoing restrictions shall not be construed to prohibit the ownership by Executive of less than five percent (5%) of any class of securities of any corporation which is engaged in any of the foregoing businesses having a breach by Employeeclass of securities registered pursuant to the Securities Exchange Act of 1934 (the “Exchange Act”), whichever is laterprovided that such ownership represents a passive investment and that neither Executive nor any group of persons including Executive in any way, Employee either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business (other than exercising his rights as a shareholder), or seeks to do any of the foregoing. (b) Further, Executive covenants and agrees that he that, during Executive’s employment hereunder and for the period of two (2) years thereafter, Executive will not, directly or indirectlyindirectly solicit for another business or enterprise, either as or otherwise interfere with the Company’s relationship with, any person who is a principal, agent, employee, employer, stockholder, co-partner managerial or in higher level employee of any other individual or representative capacity whatsoever: (i) engage in a Competitive Business anywhere within a fifty (50) mile radius of the principal executive offices Companies at the time of the Corporation on the date EmployeeExecutive’s employment terminates; or (ii) solicit, or assist any other person or business entity in soliciting, any depositors or other customers of the Corporation to make deposits in or to become customers of any other financial institution conducting a Competitive Business. As used in this Agreement, the term “Competitive Business” means all banking and financial products and services and any other products and services substantially similar to those offered by the Corporation on the date that Employee’s employment terminates. Employee’s obligations under this Section 7(a) shall terminate on the date a Change of Control occurstermination. (bc) During Executive acknowledges that the term restrictions, prohibitions and other provisions hereof, are reasonable, fair and equitable in terms of this Agreement duration, scope and throughout any further period that he is an officer or employee geographic area; are necessary to protect the legitimate business interests of the CorporationCompany; and are a material inducement to the Company to enter into this Agreement. (d) In the event Executive breaches any provision of Section 4, and for a period of twelve (12) months from and after in addition to any other remedies that the date that Employee is (Company may have at law or in equity, Executive shall promptly reimburse the Company for any reason) no longer employed severance payments received from, or payable by, the Company. In addition, the Company shall be entitled in its sole discretion to offset all or any portion of the amount of any unpaid reimbursements against any amount owed by the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by Employee, whichever is later, Employee covenants and agrees that he will not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, co-partner or in any other individual or representative capacity whatsoever induce any individuals Company to terminate their employment with the Corporation or the BankExecutive.

Restrictive Covenants. (a) During In consideration of the term of Company and Luminant entering into this Agreement with Executive and throughout hereby promising and committing themselves to provide Executive with Confidential Information and/or specialized training after Executive executes this Agreement, Executive shall not, directly or indirectly: (i) at any further period time during or after the Employment Term, disclose any Confidential Information pertaining to the business of Luminant, the Company, the Sponsor Group, or any of their respective Affiliates, except when required to perform his duties to Luminant, the Company or one of its Affiliates, or by law or judicial process, provided that he is Executive gives the Company reasonable notice of any legal or judicial proceeding requiring Executive to disclose Confidential Information and an officer or employee opportunity to challenge the disclosure of any such information, and Executive agrees to provide such reasonable notice in writing to: ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, 41st Floor (ii) at any time during the Corporation, Employment Term and for a period of eighteen (18) months thereafter (the “Non-Compete Period”), directly or indirectly, act as a proprietor, investor, director, officer, employee, substantial stockholder, consultant, or partner in any Competing Business in Texas or any other geographic area in which Texas Energy Future Holdings Limited Partnership, the Company or any of their respective subsidiaries operates or conducts business; or (iii) at any time during the Employment Term and for a period of eighteen (18) months thereafter, directly or indirectly (A) solicit customers or clients of Luminant, the Company or any of its Affiliates to terminate their relationship with Luminant, the Company or any of its Affiliates or otherwise solicit such customers or clients to compete with any business of Luminant, the Company or any of its Affiliates, or (B) solicit or offer employment to any person who is, or has been at any time during the twelve (12) months from and after immediately preceding the date that Employee is (for any reason) no longer termination of Executive’s employment, employed by Luminant, the Corporation Company or any of its Affiliates; provided that in each of (ii) and (iii) above, such restrictions shall not apply with respect to any member of the Sponsor Group or any of its Affiliates that is not engaged in any business that competes, directly or indirectly, with the Company or any of its subsidiaries in any geographic area where they operate. Notwithstanding the foregoing, for the purposes of this Section 8(a), (A) Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business of Luminant, the Company or its Affiliates that are publicly traded on a period of twelve national or regional stock exchange or quotation system or on the over-the-counter market if Executive (12I) months from the date of entry by is not a court of competent jurisdiction controlling person of, or a member of a final judgment enforcing this covenant in the event of a breach by Employeegroup which controls, whichever is later, Employee covenants such Person and agrees that he will (II) does not, directly or indirectly, either own 5% or more of any class of securities of such Person, and (B) Section 8(a)(ii) shall not be violated by reason of any exercise of tag-along rights under the Sale Participation Agreement, by and between the Company (and related parties) and Executive (the “Sale Participation Agreement”) or Drag Transaction (as a principal, agent, employee, employer, stockholder, co-partner or defined in any other individual or representative capacity whatsoever: (ithe Sale Participation Agreement) engage in a Competitive Business anywhere within a fifty (50) mile radius of the principal executive offices of the Corporation on that may occur after the date Employee’s employment terminates; or (ii) solicit, or assist any other person or business entity in soliciting, any depositors or other customers of the Corporation to make deposits in or to become customers of any other financial institution conducting a Competitive Business. As used in this Agreement, the term “Competitive Business” means all banking and financial products and services and any other products and services substantially similar to those offered by the Corporation on the date that Employee’s employment terminates. Employee’s obligations under this Section 7(a) shall terminate on the date a Change of Control occurshereof. (b) During Notwithstanding clause (a) above, if at any time a court holds that the term restrictions stated in such clause (a) are unreasonable or otherwise unenforceable under circumstances then existing, the Parties hereto agree that the maximum period, scope or geographic area determined to be reasonable under such circumstances by such court will be substituted for the stated period, scope or area. Because Executive’s services are unique and because Executive has had access to Confidential Information, the Parties hereto agree that money damages will be an inadequate remedy for any breach of this Agreement and throughout any further period that he is an officer or employee of the Corporation, and for a period of twelve (12) months from and after the date that Employee is (for any reason) no longer employed by the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in Agreement. In the event of a breach or threatened breach of this Agreement, Luminant, the Company or their respective successors or assigns may, in addition to other rights and remedies existing in their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive relief in order to enforce, or prevent any violations of, the provisions hereof (without the posting of a bond or other security). Notwithstanding the foregoing, in the event Executive breaches the covenants set forth in this Section 8, the Company’s rights and remedies with respect Executive’s Options, Option Stock, and Stock and payments related thereto, as those terms are defined in the Management Stockholder’s Agreement, by Employeeand between the Company (and related parties) and Executive (the “Management Stockholder’s Agreement”) shall be limited to those set forth in Section 22(c) of the Management Stockholder’s Agreement. (c) For purposes of this Agreement, whichever is later, Employee covenants and agrees that he will not, directly or indirectly, either the terms listed below shall be defined as a principal, agent, employee, employer, stockholder, co-partner or in any other individual or representative capacity whatsoever induce any individuals to terminate their employment with the Corporation or the Bank.follows:

Restrictive Covenants. (a) During Executive covenants and agrees that during Executive’s employment with the term of this Agreement and throughout any further period that he is an officer or employee of the Corporation, Company and for a period of twelve two (122) months from and after years following the date that Employee is (termination of this Agreement, for any reason) no longer employed by , Executive will not, except with the Corporation prior written consent of the Board, directly or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant indirectly own, manage, operate, join, control, finance or participate in the event ownership, management, operation, control or financing of, or be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise with, or use or permit his name to be used in connection with, any business or enterprise that is engaged in a “Competing Enterprise,” which is defined as an entity whose operations are conducted within the ski industry in North America. For the sake of clarity, real estate companies which are not owned, directly or indirectly, by an entity in the ski industry are not considered a breach Competing Enterprise for the purposes of this Agreement, and an entity shall not be deemed to be “in the ski industry” solely by Employeevirtue of developing residential or lodging facilities which may be in or near ski areas or used in whole or part by skiers. The foregoing restrictions shall not be construed to prohibit the ownership by Executive of less than five percent (5%) of any class of securities of any corporation which is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934 (the “Exchange Act”), whichever is laterprovided that such ownership represents a passive investment and that neither Executive nor any group of persons including Executive in any way, Employee either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business (other than exercising his rights as a shareholder), or seeks to do any of the foregoing. (b) Executive agrees that the Company’s employees are a valuable resource to the Company. Accordingly, Executive covenants and agrees that he that, during Executive’s employment with the Company and for the period of two (2) years following the termination of this Agreement, for any reason, Executive will not, directly or indirectlyindirectly solicit, induce, recruit or encourage any of the Company’s employees to leave their employment, or hire or take away such employees, or attempt to solicit, induce, recruit, encourage, hire or take away employees of the Company, either as a principal, agent, employee, employer, stockholder, co-partner for the benefit of Executive or in any other individual or representative capacity whatsoever: (i) engage in a Competitive Business anywhere within a fifty (50) mile radius of the principal executive offices of the Corporation on the date Employee’s employment terminates; or (ii) solicit, or assist for any other person or business entity in soliciting, any depositors or other entity. (c) Executive recognizes that information about the Company’s customers and clients is Confidential Information and may be a trade secret of the Corporation to make deposits in or to become customers Company. Accordingly, Executive covenants and agrees that, during Executive’s employment with the Company and for the period of any other financial institution conducting a Competitive Business. As used in two (2) years following the termination of this Agreement, the term “Competitive Business” means all banking and financial products and services and any other products and services substantially similar to those offered by the Corporation on the date that Employee’s employment terminates. Employee’s obligations under this Section 7(a) shall terminate on the date a Change of Control occurs. (b) During the term of this Agreement and throughout any further period that he is an officer or employee of the Corporation, and for a period of twelve (12) months from and after the date that Employee is (for any reason) no longer employed by the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by Employee, whichever is later, Employee covenants and agrees that he Executive will not, directly or indirectly service, call on, solicit, divert or take away, any Covered Clients or Customers of Company. For purposes of this Agreement, “Covered Clients or Customers” means those persons or entities: (a) that Company has provided services to, and (b) that Executive either had contact with (either directly or indirectly, either as a principal, agent, employee, employer, stockholder, co-partner ) or in any other individual or representative capacity whatsoever induce any individuals to terminate their employment with the Corporation or the Bankreceived Confidential Information about.

Restrictive Covenants. (a) During From the term of this Agreement and throughout any further period that he is an officer or employee of the Corporation, and for a period of date hereof until twelve (12) months from and after the date that Employee is (for any reason) no longer employed by the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by Employee, whichever is later, Employee covenants and agrees that he will not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, co-partner or in any other individual or representative capacity whatsoever: (i) engage in a Competitive Business anywhere within a fifty (50) mile radius of the principal executive offices of the Corporation on the date Employee’s employment terminates; Closing Date or (ii) solicit, or assist any other person or business entity in soliciting, any depositors or other customers the date of the Corporation to make deposits in or to become customers termination of any other financial institution conducting a Competitive Business. As used in this Agreement, whichever is applicable (the term “Competitive Business” means all banking Restricted Period”), Seller agrees that it will not solicit any individual that is an employee of Purchaser who is employed in any Owned Branch or whose place of employment is within the traditional and financial products primary market area of the Branches. Likewise, except as explicitly contemplated hereby with respect to the Transferred Employees, Purchaser agrees that during the Restricted Period, Purchaser will not solicit for employment any individual that Purchaser knows is an employee of Seller whose place of employment is within the traditional and services and any other products and services substantially similar to those offered by primary market area of the Corporation on Branches. The parties agree, however, that general recruiting advertisements not targeted specifically at the date that Employeeother’s employment terminates. Employee’s obligations employees shall not be considered a solicitation under this Section 7(a) shall terminate on the date a Change of Control occurs7.11(a). (b) During From the term of this Agreement and throughout any further period that he is an officer or employee of the Corporation, and for a period of twelve date hereof until twenty-four (1224) months from and after (i) the date that Employee is Closing Date or (for any reasonii) no longer employed by the Corporation or for a period of twelve (12) months from the date of entry by a court termination of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by EmployeeAgreement, whichever is laterapplicable, Employee covenants and Seller agrees that he it will notnot target and solicit customers of the Branches whose Deposits are being assumed or purchased by Purchaser; provided, however, that nothing in this Section 7.11(b) shall (i) restrict general mass mailings, telemarketing calls, statement stuffers, advertisements or other similar communications whether in print, on radio, television, the Internet, or by other means that are directed to the general public. Seller also agrees that during the Restricted Period it will not open, either directly or indirectlythrough a subsidiary, either as a principalbranch banking facility, agent, employee, employer, stockholder, co-partner loan production office or in any other individual facility used or representative capacity whatsoever induce to be used to provide any individuals banking services within a distance of five (5) miles of any Branch; provide, however, that it shall not constitute a breach of the foregoing if the Seller, during the Restricted Period, acquires another financial institution that, at the time of the closing of such transaction, operates a branch banking facility, loan production office or any other facility used or to terminate their employment with the Corporation or the Bankbe used to provide any banking services within a distance of five miles of any Branch.

Restrictive Covenants. (a) During BBT and the term of this Agreement and throughout any further Selling Entities hereby covenant that for the period that he is an officer or employee of the Corporation, and for a period of twelve (12) months from and ending four years after the date that Employee is (for any reason) no longer employed by the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by EmployeeClosing Date, whichever is later, Employee covenants and agrees that he it will not, directly or indirectly, either own, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected as a partner, principal, agent, employeerepresentative, employerconsultant or otherwise with or use or permit the name, stockholderCountry Tonite, co-partner to be used in connection with, any business or enterprise engaged directly or indirectly in competition with the business conducted by CTB and its Affiliates, including any business involving a live stage production or the Business, but excluding the Country Tonite production in Pigeon Forge, Tennessee (together, the "Restricted Business"); within any portion of the United States, Canada or Western Europe . The foregoing restriction shall not be construed to prohibit the ownership by any Selling Entity of a passive investment of not more than five percent (5%) of any class of securities of any corporation which is engaged in any other individual or representative capacity whatsoever: (i) engage in a Competitive Business anywhere within a fifty (50) mile radius of the principal executive offices of the Corporation foregoing businesses and which is listed on the date Employee’s employment terminates; or (ii) solicit, or assist any other person or business entity in soliciting, any depositors or other customers of the Corporation to make deposits in or to become customers of any other financial institution conducting a Competitive Business. As used in this Agreement, the term “Competitive Business” means all banking and financial products and services and any other products and services substantially similar to those offered by the Corporation on the date that Employee’s employment terminates. Employee’s obligations under this Section 7(a) shall terminate on the date a Change of Control occursrecognized securities exchange. (b) During Neither BBT nor a Selling Entity shall, during the term of this Agreement and throughout any further period that he is an officer or employee of the Corporation, and for a period of twelve (12) months from and ending two years after the date that Employee is (for any reason) no longer employed by the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by EmployeeClosing Date, whichever is later, Employee covenants and agrees that he will not, either directly or indirectly, either (i) with respect to the activities prohibited by Section 6.4(a), call on or solicit any Person who or which within the past two years has been a Customer with respect to the Restricted Business or (ii) solicit the employment of any Person who is employed by CTB or any Affiliate of CTB during such period on a full or part-time basis (except after any such Person's employment has been terminated by CTB or any such Affiliate). (c) BBT and the Selling Entities acknowledge that Confidential Information is a valuable and unique asset and agree that BBT and the Selling Entities shall not disclose any Confidential Information after the Closing Date to any Person for any reason whatsoever, unless such information (i) is in the public domain through no wrongful act of any such Person, (ii) has been rightfully received from a third party without restriction and without breach of this Agreement or (iii) is required by law to be disclosed. (d) BBT and the Selling Entities acknowledge that the restrictions contained in this Section 6.4 are reasonable and necessary to protect the legitimate interests of CTB and that any violation will result in irreparable injury to CTB. CTB shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages or posting any bond, as a principalwell as an equitable accounting of all earnings, agentprofits and other benefits arising from any violation of this Section 6.4, employeewhich rights shall be cumulative and in addition to any other rights or remedies at law or in equity to which CTB may be entitled. In the event that any of the provisions of this Section 6.4 should ever be adjudicated to exceed the time, employergeographic, stockholderproduct or service, co-partner or other limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable law. (e) CTB, BBT and the Selling Entities intend to and do hereby confer jurisdiction to enforce the covenants set forth in this Section 6.4 upon the courts of any jurisdiction within the geographical scope of such covenants. In addition to Section 14 and not in limitation thereof, if the courts of any one or more of such jurisdictions hold such covenants unenforceable in whole or in part, it is the intention of CTB, BBT and the Selling Entities that such determination not bar or in any way adversely affect the right of CTB and its Affiliates to equitable relief and remedies hereunder in courts of any other individual jurisdiction as to breaches or representative capacity whatsoever induce any individuals to terminate their employment with the Corporation or the Bankviolations of this Section 6.4, such covenants being, for this purpose, severable into diverse and independent covenants.

Restrictive Covenants. (a) During In consideration of the term of Company and EFH Co. entering into this Agreement with Executive and throughout hereby promising and committing themselves to provide Executive with Confidential Information and/or specialized training after Executive executes this Agreement, Executive shall not, directly or indirectly: (i) at any further period time during or after the Employment Term, disclose any Confidential Information pertaining to the business of EFH Co., the Company, the Sponsor Group, or any of their respective Affiliates, except when required to perform his duties to EFH Co., the Company or one of its Affiliates, or by law or judicial process, provided that he is Executive gives the Company reasonable notice of any legal or judicial proceeding requiring Executive to disclose Confidential Information and an officer or employee opportunity to challenge the disclosure of any such information, and Executive agrees to provide such reasonable notice in writing to: ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, 41st Floor (ii) at any time during the Corporation, Employment Term and for a period of eighteen (18) months thereafter (the “Non-Compete Period”), directly or indirectly, act as a proprietor, investor, director, officer, employee, substantial stockholder, consultant, or partner in any Competing Business in Texas or any other geographic area in which Texas Energy Future Holdings Limited Partnership, the Company or any of their respective subsidiaries operates or conducts business; or (iii) at any time during the Employment Term and for a period of eighteen (18) months thereafter, directly or indirectly (A) solicit customers or clients of EFH Co., the Company or any of its Affiliates to terminate their relationship with EFH Co., the Company or any of its Affiliates or otherwise solicit such customers or clients to compete with any business of EFH Co., the Company or any of its Affiliates, or (B) solicit or offer employment to any person who is, or has been at any time during the twelve (12) months from and after immediately preceding the date that Employee is (for any reason) no longer termination of Executive’s employment, employed by EFH Co., the Corporation Company or any of its Affiliates; provided that in each of (ii) and (iii) above, such restrictions shall not apply with respect to any member of the Sponsor Group or any of its Affiliates that is not engaged in any business that competes, directly or indirectly, with the Company or any of its subsidiaries in any geographic area where they operate. Notwithstanding the foregoing, for the purposes of this Section 8(a), (A) Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business of EFH Co., the Company or its Affiliates that are publicly traded on a period of twelve national or regional stock exchange or quotation system or on the over-the-counter market if Executive (12I) months from the date of entry by is not a court of competent jurisdiction controlling person of, or a member of a final judgment enforcing this covenant in the event of a breach by Employeegroup which controls, whichever is later, Employee covenants such Person and agrees that he will (II) does not, directly or indirectly, either own 5% or more of any class of securities of such Person, and (B) Section 8(a)(ii) shall not be violated by reason of any exercise of tag-along rights under the Sale Participation Agreement, by and between the Company (and related parties) and Executive (the “Sale Participation Agreement”) or Drag Transaction (as a principal, agent, employee, employer, stockholder, co-partner or defined in any other individual or representative capacity whatsoever: (ithe Sale Participation Agreement) engage in a Competitive Business anywhere within a fifty (50) mile radius of the principal executive offices of the Corporation on that may occur after the date Employee’s employment terminates; or (ii) solicit, or assist any other person or business entity in soliciting, any depositors or other customers of the Corporation to make deposits in or to become customers of any other financial institution conducting a Competitive Business. As used in this Agreement, the term “Competitive Business” means all banking and financial products and services and any other products and services substantially similar to those offered by the Corporation on the date that Employee’s employment terminates. Employee’s obligations under this Section 7(a) shall terminate on the date a Change of Control occurshereof. (b) During Notwithstanding clause (a) above, if at any time a court holds that the term restrictions stated in such clause (a) are unreasonable or otherwise unenforceable under circumstances then existing, the Parties hereto agree that the maximum period, scope or geographic area determined to be reasonable under such circumstances by such court will be substituted for the stated period, scope or area. Because Executive’s services are unique and because Executive has had access to Confidential Information, the Parties hereto agree that money damages will be an inadequate remedy for any breach of this Agreement and throughout any further period that he is an officer or employee of the Corporation, and for a period of twelve (12) months from and after the date that Employee is (for any reason) no longer employed by the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in Agreement. In the event of a breach or threatened breach of this Agreement, EFH Co., the Company or their respective successors or assigns may, in addition to other rights and remedies existing in their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive relief in order to enforce, or prevent any violations of, the provisions hereof (without the posting of a bond or other security). Notwithstanding the foregoing, in the event Executive breaches the covenants set forth in this Section 8, the Company’s rights and remedies with respect Executive’s Options, Option Stock, and Stock and payments related thereto, as those terms are defined in the Management Stockholder’s Agreement, by Employeeand between the Company (and related parties) and Executive (the “Management Stockholder’s Agreement”) shall be limited to those set forth in Section 22(c) of the Management Stockholder’s Agreement. (c) For purposes of this Agreement, whichever is later, Employee covenants and agrees that he will not, directly or indirectly, either the terms listed below shall be defined as a principal, agent, employee, employer, stockholder, co-partner or in any other individual or representative capacity whatsoever induce any individuals to terminate their employment with the Corporation or the Bank.follows:

Restrictive Covenants. (a) During the term of this Agreement and throughout any further period that he is an officer or employee In light of the Corporation, and for a period of twelve (12) months from and after the date that Employee is (for any reason) no longer employed by the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by Employee, whichever is laterforegoing, Employee covenants and agrees that he will during the entire time Employee is employed by the Company and continuing for (i) the twelve (12) months after the date Employee’s employment with the Company ends if such employment ends as a result of the Company’s termination for Cause or Employee’s termination without Good Reason or (ii) the six (6) months after the date Employee’s employment with the Company ends if such employment ends as a result of the Company’s termination without Cause or Employee’s termination for Good Reason (the “Restricted Period”) Employee shall not, directly or indirectly, either as a principalwith or without consideration, agent, employee, employer, stockholder, co-partner or in any other individual or representative capacity whatsoever: (i) engage in a Competitive Business anywhere within a fifty (50) mile radius of the principal executive offices of the Corporation on the date Employee’s employment terminates; own behalf or (ii) solicit, or assist on behalf of any other person or business entity entity: (i) Encourage or solicit any employee of the Company to leave the Company for any reason or to accept employment with any other person or entity. This restriction includes, but is not limited to, Employee’s agreement that Employee shall not retain or hire in solicitingany capacity, either individually or for any company by which Employee may be employed or with which Employee may be affiliated, any depositors person who is or other customers of the Corporation to make deposits in or to become customers of any other financial institution conducting a Competitive Business. As used in this Agreement, the term “Competitive Business” means all banking and financial products and services and any other products and services substantially similar to those offered was employed by the Corporation on the date that Company at any time during Employee’s employment terminates. with the Company or during the six (6) months after Employee’s obligations under employment with the Company ends. Notwithstanding the foregoing, the restrictions of this Section 7(a5(b)(i) shall terminate on not apply with respect to: (1) the date a Change bona fide hiring and firing of Control occurs. Company personnel to the extent such acts are part of Employee’s duties for the Company; (b2) During the term of this Agreement Employee’s executive assistant; and throughout (3) any further period that he is an officer or former employee of the Corporation, and Company that has not worked for a period the Company or any of twelve the Company’s affiliates for at least one (121) months from and after the date that Employee is (for any reason) no longer employed by the Corporation or for a period of twelve (12) months from year prior to the date of entry by a court Employee’s termination of competent jurisdiction employment with the Company; (ii) Interfere with or attempt to impair the relationship between the Company and any of a final judgment enforcing this covenant in the event of a breach by Employeeits non-employee consultants and advisors or customers, whichever is later, nor shall Employee covenants and agrees that he will notattempt, directly or indirectly, either to solicit, entice, hire or otherwise induce any non-employee consultant or advisor or customer of the Company to terminate association with the Company; (iii) Render services in any capacity to any person or division or subsidiary of any business, firm or company that is engaged in any business that develops, sells or provides other services related to any product that is competitive with any of the Company’s products (whether already in existence or that was developed or being developed by the Company during Employee’s employment) with which Employee was involved in any capacity during Employee’s employment with the Company (the “Restricted Products”); or (iv) Whether as a partner, stockholder, principal, member, employee, agent, employeetrustee, employerconsultant, stockholderor through any other relationship or capacity, co-partner or become interested in any other individual portion of a business which has a product competitive with the Restricted Products; provided, however, that such restriction shall not apply with respect to a less than or representative capacity whatsoever induce any individuals equal to terminate their one percent (1%) interest in an entity which is publicly traded and listed on a recognized securities exchange. In addition, nothing herein shall prevent Employee, after the end of Employee’s employment with the Corporation Company, from being employed by a division or subsidiary of a company that does not have any products which compete with the BankRestricted Products, even though such new employer has other divisions or subsidiaries which have products competitive with the Restricted Products.

Restrictive Covenants. (a) During Employee hereby acknowledges that, as a result of Employee’s employment by Employer hereunder, Employee will receive special training and education with respect to the term operations of this Agreement Employer’s and/or Employer’s affiliates’ businesses and throughout any further period that he is an officer or employee of the Corporationother related matters, and for will obtain access to such persons’ confidential information and business and professional contacts. In consideration of such special and unique opportunities afforded by Employer and its affiliates to Employee as a period result of twelve Employee’s employment, the Employee hereby agrees that Employee will not: 6.1 From the Commencement Date until one year after Employer no longer employs Employee (12) months from and after the date that on which such person no longer employs Employee is (for any reason) no longer employed by hereinafter referred to as the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by Employee, whichever is later, Employee covenants and agrees that he will not“Employment Termination Date”), directly or indirectly, either alone or as a principalpartner, joint venturer, officer, director, member, employee, consultant, agent, employeeindependent contractor, employeror equity interest holder of, stockholderor lender to, co-partner any person or business, engage in the business of distributing gasoline, diesel, propane or lubricant products in any state of the United States where the Employer or its subsidiaries or affiliates do business as of the Employment Termination Date, other individual than of, by or representative capacity whatsoever: through SC Fuels or any other business owned or operated by ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ or his family members or heirs by will or intestate succession. 6.2 From the Commencement Date until one year after the Employment Termination Date, directly or indirectly (i) engage induce any person that is a customer of Employer to enter into any contract with or otherwise patronize any business directly or indirectly in competition with the Employer; (ii) request or advise any person who is a Competitive Business anywhere customer or vendor of Employer to withdraw, curtail, or cancel any such customer’s or vendor’s business with Employer. 6.3 From the Commencement Date until six months after the Employment Termination Date, directly or indirectly employ, or knowingly permit any affiliate of Employee to employ, any person whom Employer employed within a fifty the prior six month period. 6.4 From the Commencement Date until one year after the Employment Termination Date, directly or indirectly (50i) mile radius solicit for employment or other similar relationship with Employee, any of the principal executive offices of the Corporation on the date Employee’s affiliates or any other person, any employee of Employer or any person who was an employee of Employer within the six month period immediately preceding such solicitation of employment, other than such person (A) whose employment terminateswas terminated by the applicable person, or (B) who independently responded to a general solicitation for employment by Employee or Employee’s affiliate; or (ii) solicitinduce, or assist attempt to induce, any employee of Employer to terminate such employee’s employment relationship with such person. 6.5 Employee will not use for Employee’s personal benefit, disclose, communicate, divulge to, or use for the direct or indirect benefit of any person other than Employer any of Employer’s Confidential Information. This Section 6.5 will apply during and after the period when Employee is an employee of Employer and will be in addition to (and not a limitation of) any legally applicable protections of Employer’s interest in confidential information, trade secrets and the like. “Confidential Information” includes (a) any information concerning the businesses and affairs of the Employer or its subsidiaries or affiliates transferred or transmitted in writing, orally, visually, electronically or by any other person means, whether prior to, on or business entity in soliciting, any depositors or other customers of the Corporation to make deposits in or to become customers of any other financial institution conducting a Competitive Business. As used in this Agreement, the term “Competitive Business” means all banking and financial products and services and any other products and services substantially similar to those offered by the Corporation on after the date that Employee’s employment terminates. Employee’s obligations under this Section 7(a) shall terminate on the date a Change of Control occurs. hereof, (b) During information provided to you by third parties under circumstances where you have an obligation not to disclose that information, and (c) any memoranda, reports, analyses, extracts or notes you produce that are based on, reflect or contain any of the term Confidential Information. Confidential Information does not include any information that is or becomes generally available to the public other than as a result of a disclosure by you in violation of this Agreement and throughout any further period that he is an officer or employee of the Corporation, and for a period of twelve (12) months from and after the date that Employee is (for any reason) no longer employed by the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by Employee, whichever is later, Employee covenants and agrees that he will not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, co-partner or in any other individual or representative capacity whatsoever induce any individuals to terminate their employment with the Corporation or the BankAgreement.

Restrictive Covenants. (a) During The Contributor covenants that, commencing on the term Closing Date and ending on the twelve (12) month anniversary of the Closing Date (the “Non-Competition Period”), the Contributor shall not, and it shall cause its Affiliates not to, engage directly or indirectly in, in any capacity, or have any direct or indirect ownership interest in, or permit the Contributor’s or any such Affiliate’s name to be used in connection with, any business in the United States which is engaged directly in the business of acquiring, owning and operating single-family rental residential properties (the “Restricted Business”); provided, however, that nothing in this Agreement and throughout shall prevent or restrict the Contributor or any further period that he is an officer or employee of its Affiliates from any of the Corporationfollowing: (i) owning equity interests, indebtedness or other securities representing not more than ten percent (10%) of the equity capital of a company that is engaged in the Restricted Business, so long as the Contributor is not otherwise associated with the management of such company, including by serving on the board of directors or holding any other similar governing position; (ii) owning, operating or leasing, directly or indirectly, fewer than one-hundred (100) single-family residential properties; (iii) owning, operating or leasing, directly or indirectly, single-family residential properties acquired as a result of loss mitigation, foreclosure or similar activities in connection with or incidental to investments in mortgage loans, mortgage servicing rights, mortgage-backed securities or other mortgage-related assets; or (iv) the acquisition and operation of any Person or business engaged in a Restricted Business so long as, with respect to subsection (iv), (A) the revenues from such Restricted Business constitute less than twenty percent (20%) of the total revenues of such acquired Person or business (measured for a period the four (4) calendar quarters before the execution of the purchase agreement) or (B) the Contributor or its Affiliate, within twelve (12) months of the closing of such acquisition, divests a sufficient portion of the acquired Person or business such that the revenues from and after such Restricted Business constitute less than twenty percent (20%) of the date total revenues of such acquired Person or business (measured for the four (4) calendar quarters before the disposition). It is recognized that Employee the Restricted Business is (for any reason) no longer employed by the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant expected to be conducted in the event of a breach by Employee, whichever is later, Employee covenants United States and agrees that he will not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, co-partner or in any other individual or representative capacity whatsoever: (i) engage in a Competitive Business anywhere within a fifty (50) mile radius of the principal executive offices of the Corporation on the date Employee’s employment terminates; or (ii) solicit, or assist any other person or business entity in soliciting, any depositors or other customers of the Corporation to make deposits in or to become customers more narrow geographical limitations of any other financial institution conducting a Competitive Business. As used nature on this non-competition covenant (and the non-solicitation covenants set forth in this Agreement, the term “Competitive Business” means all banking and financial products and services and any other products and services substantially similar to those offered by the Corporation on the date that Employee’s employment terminates. Employee’s obligations under this Section 7(a4.08(b)) shall terminate on the date a Change of Control occursare therefore not appropriate. (b) During The Contributor covenants that, during the term Non-Competition Period, the Contributor shall not, and it shall cause its Affiliates not to, (i) directly or indirectly solicit or entice, or attempt to solicit or entice, any clients or customers of the REIT or the OP or any of their subsidiaries for purposes of diverting their business or services from the REIT or the OP or any of their subsidiaries or (ii) solicit the employment or engagement of services of any person who is or was employed as an employee, contractor or consultant (other than, for the sake of clarity, any such consultant employed by the Contributor or its Affiliates (other than the Manager or its Subsidiaries) at the time of the rendering of the consulting services) by the REIT or the OP or any of their subsidiaries (including the Manager) during such period on a full- or part-time basis. The foregoing shall not prohibit any general solicitation of employees, contractors or consultants or public advertising of employment opportunities (including through the use of employment agencies) not specifically directed at any such employees, contractors or consultants, nor shall it prohibit the Contributor or its Affiliates from hiring any such employee, contractor or consultant who seeks employment or engagement with the Contributor or its Affiliate on his or her own initiative, without any prior solicitation by the Contributor or any of its Affiliates. (c) The Contributor acknowledges that the restrictions contained in this Section 4.08 are reasonable and necessary to protect the legitimate interests of the REIT and the OP and constitute a material inducement to the REIT and the OP to enter into this Agreement and throughout consummate the Transactions. The Contributor acknowledges that any further period that he is an officer violation of this Section 4.08 may result in irreparable injury to the REIT or employee of the Corporation, and for a period of twelve (12) months from and after the date that Employee is (for any reason) no longer employed by the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by Employee, whichever is later, Employee covenants OP and agrees that he will notthe REIT or the OP shall be entitled to seek preliminary and permanent injunctive relief, directly without the necessity of proving actual damages, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of this Section 4.08, which rights shall be cumulative and in addition to any other rights or indirectlyremedies to which the REIT and the OP may be entitled. (d) In the event that any covenant contained in this Section 4.08 should ever be adjudicated to exceed the time, either geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 4.08 and each provision thereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as a principalwritten shall not invalidate or render unenforceable the remaining covenants or provisions hereof, agent, employee, employer, stockholder, co-partner and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other individual or representative capacity whatsoever induce any individuals to terminate their employment with the Corporation or the Bankjurisdiction.

Restrictive Covenants. 12.1 The Executive acknowledges that: (ai) During the term Executive performs services of a unique nature for the Company that are irreplaceable, and that the Executive’s performance of such services for a Competing Business (as defined below) will result in irreparable harm to the Company; (ii) the Executive will have access to Confidential Information, which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates; (iii) the Company and its affiliates have substantial relationships with their clients, business partners, and investors, and the Executive will have access to these persons and entities; (iv) the Executive will generate goodwill for the Company and its affiliates in the course of the Executive’s employment. Accordingly, for good and valuable consideration, including the compensation set forth in Section 7 of this Agreement Agreement, the receipt and throughout any further sufficiency of which is hereby acknowledged, during the Executive’s employment hereunder and during the six (6) month period that he is an officer or employee of the Corporation, and for a period of twelve (12) months from and after the date that Employee is (Executive’s employment terminates for any reason) no longer employed by reason (the Corporation or for a period of twelve (12) months from “Restricted Period”), the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by Employee, whichever is later, Employee covenants and Executive agrees that he he/she will not, directly or indirectly, either own, manage, operate, control, be employed by (whether as a principal, agent, an employee, employerconsultant, stockholderindependent contractor or otherwise, co-partner and whether or not for compensation) or render services to any person, firm, corporation or other entity, in whatever form, engaged in a Competing Business, or with respect to which the Company has spent significant time or resources analyzing for the purposes of engaging, on the date of termination, in any state of the United States, in Europe, or in any other individual country in which the Company conducts business or representative capacity whatsoever: has made plans and taken significant steps to conduct business (ia “Planned Competing Business”) engage and in which the Executive, during the last two years of his/her employment, provided services or had a material presence or influence. Notwithstanding the foregoing, nothing herein shall prohibit the Executive from being a passive owner of not more than 2% of the equity securities of a publicly traded corporation engaged in a Competitive Competing Business anywhere within a fifty or Planned Competing Business, so long as the Executive has no active participation in the Competing Business or Planned Competing Business of such corporation. For purposes of this Section 12.1, the “Company” shall mean the Company together with its parent companies and its and their direct and indirect subsidiaries, and “Competing Business” shall mean the research, development and/or sale of cancer therapeutics together with drug efficacy prediction technology (50e.g. companion diagnostics, predictive biomarkers) mile radius for the treatment of cancer, including, without limitation, products or services designed to make such technology available to patients and businesses in the principal executive offices of the Corporation on the date Employee’s employment terminates; or (ii) solicithealthcare industry, or assist any other person or material business entity in soliciting, any depositors or other customers which the Company is engaged as of the Corporation to make deposits in or to become customers of any other financial institution conducting a Competitive Business. As used in this Agreement, the term “Competitive Business” means all banking and financial products and services and any other products and services substantially similar to those offered by the Corporation on the date that Employee’s employment terminates. Employee’s obligations under this Section 7(a) shall terminate on the date a Change of Control occurs. (b) During the term of this Agreement and throughout any further period that he is an officer or employee of the Corporation, and for a period of twelve (12) months from and after the date that Employee is (for any reason) no longer employed by the Corporation or for a period of twelve (12) months from the date of entry by the Executive’s termination of employment. For the avoidance of doubt, the provisions of this Section 12.1 will not prohibit the Executive, after termination of his/her employment with the Company, from providing services of any nature to any business engaged in multiple business activities, including activities that would constitute a court Competing Business or a Planned Competing Business, as long as the Executive is not himself/herself directly involved in such Competing Business or Planned Competing Business activities, or managing or supervising the conduct of competent jurisdiction of a final judgment enforcing this covenant such Competing Business or Planned Competing Business activities. During the Restricted Period, the Executive agrees that he/she shall not, except in the event furtherance of a breach by Employee, whichever is later, Employee covenants and agrees that he will nothis/her duties hereunder, directly or indirectly, either as individually or on behalf of any other person, firm, corporation or other entity, do business with, solicit, aid or induce (or attempt to do business with, solicit, aid or induce) any individual or entity that is, or was during the twelve (12) month period immediately prior to the termination of the Executive’s employment for any reason, a principalcustomer, agent, employee, employer, stockholder, co-partner or in investor of the Company or any other individual of its subsidiaries or representative capacity whatsoever induce any individuals affiliates with which the Executive had contact on behalf of the Company or about which the Executive possesses Confidential Information to terminate their employment limit or cease doing business with the Corporation Company, or otherwise interfere with the Bankrelationship of such customer, partner or investor with the Company or any of its subsidiaries or affiliates.

Restrictive Covenants. 7.1 Without prejudice to any other non-compete and non-solicitation undertakings the Managers may have entered into, for so long as he/she (aor his/her Investment Vehicle) During holds any direct or indirect interest in TopCo or the term of this Agreement Partnership and throughout any further period that he is an officer or employee for the Restricted Period, a Manager shall not without the prior consent of the CorporationMEP Board: 7.1.1 carry on or be engaged in or concerned with or interested in, and for a period either alone or jointly, with, through or on behalf of twelve (12) months from and after the date that Employee is (for any reason) no longer employed by the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by Employee, whichever is later, Employee covenants and agrees that he will notperson, directly or indirectly, either as a principal, agent, employee, employer, stockholder, co-partner or in any other individual or representative capacity whatsoever: (i) engage activities in a Competitive Business anywhere within a fifty (50) mile radius the territory in which any member of the principal executive offices Group is active or has been active within the previous twelve months (“Territory”), which competes with all or any part of the Corporation Group’s business; 7.1.2 own, support, finance or hold any economic interest in, either alone or jointly, with, through or on the date Employee’s employment terminates; or (ii) solicit, or assist any other person or business entity in soliciting, any depositors or other customers of the Corporation to make deposits in or to become customers behalf of any other financial institution conducting a Competitive Business. As used in this Agreement, the term “Competitive Business” means all banking and financial products and services and any other products and services substantially similar to those offered by the Corporation on the date that Employee’s employment terminates. Employee’s obligations under this Section 7(a) shall terminate on the date a Change of Control occurs. (b) During the term of this Agreement and throughout any further period that he is an officer or employee of the Corporation, and for a period of twelve (12) months from and after the date that Employee is (for any reason) no longer employed by the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by Employee, whichever is later, Employee covenants and agrees that he will notperson, directly or indirectly, either any interest in any company, business or other person which competes with all or any part of the Group’s business in the Territory, provided that a Manager or his/her Investment Vehicle may hold up to 5% of a class of securities of a company listed on a recognised stock exchange; 7.1.3 be or exercise any function as a principalmanager, agentlegal representative, director, employee, employerofficer or consultant in or for any company, stockholderbusiness or other person which competes with all or any part of the Group’s business in the Territory; or 7.1.4 directly or indirectly (including through any intermediary), co-partner solicit or take the initiative to contract with a view to the engagement or employment by any legal entity, any employee, officer or manager of the Group, provided that this shall not prohibit a manager who has become a Leaver from employing any such person who applies for employment in any other individual response to a general public advertisement or representative capacity whatsoever induce any individuals recruitment campaign. 7.2 In case of a breach of Section 7.1, the Manager shall be considered a Bad Leaver for the purposes of the Partnership Agreement, provided that the Manager shall first be given written notice of such breach and shall be given a period of fifteen Business Days from delivery of such notice to terminate their employment with cure the Corporation or breach. For these purposes the Bank“Trigger Date” shall be the date on which the fifteen Business Days period referred to above expires or, if earlier, the date of the Manager’s refusal.

Restrictive Covenants. (a) During Executive agrees that on and after the term Effective Date of this Agreement and throughout any further period that he is an officer or employee of the CorporationAgreement, and for a period of twelve (12) months from and after the date that Employee is (termination of employment under this Agreement for any reason) no longer employed by the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by Employee, whichever is later, Employee covenants and agrees that he Executive will not, directly or indirectly, either individually, or in association or in combination with any other person or entity, whether as a principalshareholder of a corporation, or a manager or member of a limited liability company, or as an employee, agent, employeeindependent contractor, employerconsultant, stockholderadvisor, co-joint venture partner or in any other individual or representative capacity whatsoever: otherwise: (i) engage in a Competitive Business anywhere within a fifty employ, engage, or solicit for employment any person who is, or was, at any time during the twelve (5012) mile radius months after termination of Executive’s employment under this Agreement and the immediately preceding twelve (12) month period, an employee of the principal executive offices Company or otherwise seek to adversely influence or alter such person’s relationship with the Company (without written consent of the Corporation on the date Employee’s employment terminatesBoard of Directors); or or (ii) solicit, entice, broker or assist encourage any other person or business entity in solicitingthat is, or was, at any depositors or other customers time during the twelve (12) months after termination of Executive’s employment under this Agreement and the immediately preceding twelve (12) month period, a prospective Affiliate of the Corporation Company or a customer, client or vendor or prospective customer, client or vendor of the Company, to make deposits in terminate or to become customers of any other financial institution conducting a Competitive Business. As used in this Agreementotherwise alter his, the term “Competitive Business” means all banking and financial products and services and any other products and services substantially similar to those offered by the Corporation on the date that Employee’s employment terminates. Employee’s obligations under this Section 7(a) shall terminate on the date a Change of Control occursher or its relationship with Company. (b) During Executive agrees that on and the term after Effective Date of this Agreement and throughout any further period that he is an officer or employee of the CorporationAgreement, and for a period of twelve (12) months from and after the date that Employee is (termination of employment under this Agreement for any reason, Executive agrees not to, unless acting pursuant with the prior written consent of the Board of Directors, which consent will not be unreasonably withheld, directly or indirectly, own, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise with or use or permit Executive’s name to be used in connection with, any Competing Business located in the Geographic Area. For purposes of this Agreement, a “Competing Business” is any business or enterprise actively engaged (i) no longer employed by in a business from which the Corporation or consolidated Company (the Company and its subsidiaries), taken as a whole, derived at least ten percent of its annual gross revenues for a period of the twelve (12) months from immediately preceding the date of entry by a court termination, or (ii) in any strategic initiative of competent jurisdiction of a final judgment enforcing this covenant the Company commenced in the event twelve (12) months immediately preceding the date of termination, or actively being considered by the Company on the date of termination. “Geographic Area” means the states in which the Company and its subsidiaries are operating as of the date of termination. It is recognized by Executive that the business of the Company and its subsidiaries and Executive’s connection therewith is, or will be, involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The foregoing restriction shall not be construed to prohibit the ownership by Executive of less than one percent of any class of securities of any corporation which is engaged in any of the foregoing businesses having a breach by Employeeclass of securities registered pursuant to the Securities Exchange Act of 1934, whichever is laterprovided that such ownership represents a passive investment and that neither Executive nor any group of persons including Executive in any way, Employee covenants and agrees that he will not, either directly or indirectly, either manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights as a principalshareholder, agent, employee, employer, stockholder, co-partner or in seeks to do any other individual or representative capacity whatsoever induce any individuals to terminate their employment with of the Corporation or the Bankforegoing.

Restrictive Covenants. (a) During the term 15.1 Each of this Agreement and throughout any further period that he is an officer or employee of the CorporationKB together with its ultimate owner ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and B Holding together with its ultimate owner ▇▇▇▇▇ ▇▇▇▇▇▇, shall for a period of twelve three (123) months years from and after the date that Employee is (for any reason) no longer Closing Date not be entitled to be employed by the Corporation or for be a period consultant to or otherwise assist or be involved in other undertakings if any such undertaking is a Competing Business, save that each of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by Employee, whichever is later, Employee covenants and agrees that he will notthem may hold, directly or indirectly, either as a principal, agent, employee, employer, stockholder, co-partner or up to five (5) per cent in any other individual or representative capacity whatsoever: (i) engage in a Competitive Business anywhere within a fifty (50) mile radius total of the principal executive offices shares and voting rights of the Corporation any listed company provided that they are not represented (in person or by a representative) on the date Employee’s employment terminates; or (ii) solicit, or assist any other person or business entity in soliciting, any depositors or other customers board of the Corporation to make deposits in or to become customers directors of any other financial institution conducting a Competitive Business. As used in this Agreement, the term “Competitive Business” means all banking and financial products and services and any other products and services substantially similar to those offered by the Corporation on the date that Employee’s employment terminates. Employee’s obligations under this Section 7(a) shall terminate on the date a Change of Control occurssuch listed company. (b) During the term 15.2 Each of this Agreement and throughout any further period that he is an officer or employee of the CorporationKB together with its ultimate owner ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and B holding together with its ultimate owner ▇▇▇▇▇ ▇▇▇▇▇▇ shall for a period of twelve three (123) years (however, six (6) months from and after the date that Employee is (for any reasonDanish employees) no longer employed by the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by Employee, whichever is later, Employee covenants and agrees that he will notClosing Date not be entitled to, directly or indirectly, either as a principalthrough companies or legal entities Controlled by or Controlling such Seller or ultimate owner, agentactively seek to solicit or hire any current employee of the Group without the prior written consent of the Buyer, employee, employer, stockholder, co-partner or in any way cause or encourage such employees to leave any of the Group Companies. 15.3 If KB or its ultimate owner ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or B Holding or its ultimate owner ▇▇▇▇▇ ▇▇▇▇▇▇, respectively, contemplates to be employed with or become a consultant for or otherwise assist or become involved in any undertaking that will or may constitute a Competing Business in violation of clause 15.3 (such business the “New Business”), the relevant of KB, its ultimate owner ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, B Holding and/or ▇▇▇▇▇ ▇▇▇▇▇▇ (such Person the “Notifying Person”) shall be entitled to provide a notice to the Buyer requesting the Buyer to consider whether the New Business will in the Buyer’s view, if undertaken by the Notifying Person, constitute a Competing Business. The Buyer must no later than 15 Business Days after having received notice from the Notifying Person provide its consent to or reject that the Notifying Person undertakes the New Business. If the Buyer fails to inform the Notifying Person of its consent or rejection within the stipulated timed period, a consent to the Notifying Person undertaking the New Business shall be considered as automatically granted. Any consent provided, irrespective of whether such consent has been granted by the Buyer or by virtue of the Buyer failing to provide notice in accordance with this clause 15.3, shall be binding and irrevocable on the Buyer. 15.4 If KB or its ultimate owner ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or B Holding or its ultimate owner ▇▇▇▇▇ ▇▇▇▇▇▇ (such Person hereinafter a “Non-Complying Person”) does not comply with clauses 15.1 and 15.2, the Buyer shall immediately send a written notice thereof to the Non-Complying Person who shall immediately and no later than five (5) Business Days after the receipt of the notice, if relevant, remedy the non-compliance by ceasing the Competing Business. 15.5 In case a Non-Complying Person does not remedy its breach within five (5) Business Days as set out in clause 15.3, and/or (ii) if the breach by its nature cannot be remedied, the Non-Complying Person shall pay liquidated damages (in Danish: “konventionalbod”) to the Buyer in the amount of DKK 2,000,000 for each case of non-compliance. The payment of liquidated damages will not cure the non-compliance, nor will it prevent the Buyer from claiming any other individual rights under Danish law (or representative capacity whatsoever induce other applicable law). In case of any individuals non-compliance with clauses 15.1 and 15.2, the Buyer will further be entitled to terminate their employment with seek an injunction (in Danish “fogedforbud”) before the Corporation or ordinary courts against the BankNon-Complying Person without having to put up any security irrespective of the provision for arbitration.

Restrictive Covenants. (a) During 9.1 The Executive agrees that restrictions on his activities during and after his employment are necessary to protect the term of this Agreement goodwill, Confidential Information and throughout any further period that he is an officer or employee other legitimate interests of the CorporationCompany and its Subsidiaries, and for that the agreed restrictions set forth below will not deprive the Executive of the ability to earn a period of twelve livelihood: (12A) In the event that, during the twenty-four (24) months from and after following termination of employment during the date that Employee is (for any reason) no longer employed Term by the Corporation Executive for Good Reason or by the Company other than for a period Cause, death, or Disability (the “Non-Competition Period”), the Executive shall, without the written consent of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by Employee, whichever is later, Employee covenants and agrees that he will notBoard, directly or indirectly, either as a principalemployee, agent, employee, employerconsultant, stockholder, director, manager, co-partner or in any other individual or representative capacity whatsoever: capacity, own, operate, manage, control, engage in, invest in or participate in any manner in, act as consultant or advisor to, render services for (alone or in association with any person, firm, corporation or entity), or otherwise assist any person or entity (other than the Company) that engages in or owns, invests in, operates, manages or controls any venture or enterprise that directly or indirectly engages or proposes to engage in any Competitive Business, then the Company’s obligations to make any further payments or provide any further benefits under Section 6.1 shall immediately terminate. (B) The Executive agrees that (i) engage in a Competitive Business anywhere within a fifty (50during the Non-Competition Period, the Executive will remain bound by Section 8(b) mile radius of the principal executive offices of the Corporation on the date Employee’s employment terminates; or Employment Agreement and (ii) solicitduring the Term and thereafter, or assist any other person or business entity in soliciting, any depositors or other customers he will remain bound by Section 8(a) of the Corporation to make deposits in or to become customers of any other financial institution conducting a Competitive Business. As used in this Employment Agreement, the term “Competitive Business” means all banking and financial products and services and any other products and services substantially similar to those offered by the Corporation on the date that Employee’s employment terminates. Employee’s obligations under this Section 7(a) shall terminate on the date a Change of Control occurs. (bC) During Without limiting the term of this Agreement and throughout foregoing, it is understood that the Company shall not be obligated to make any further period that he is an officer or employee of the Corporationpayments or to provide for any of the benefits specified in Sections 6.1 and 6.2 hereof, and for a period shall be entitled to recoup the pro rata portion of twelve (12) months from any such payments and after of the date that Employee is (for value of any reason) no longer employed by such benefits previously provided to the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant Executive in the event of a material breach by Employee, whichever is later, Employee covenants and agrees that he will not, directly or indirectly, either the Executive of the provisions of this Section 9 (such pro ration to be determined as a principalfraction, agentthe numerator of which is the number of days from such breach to the second anniversary of the date on which the Executive terminates employment and the denominator of which is 730), employee, employer, stockholder, co-partner or which breach continues without having been cured within fifteen (15) calendar days after written notice to the Executive specifying the breach in any other individual or representative capacity whatsoever induce any individuals to terminate their employment with the Corporation or the Bankreasonable detail.

Restrictive Covenants. Employee hereby acknowledges that, as a result of Employee’s employment by Employer hereunder, Employee (ajust like Employer’s other employees) During will receive special training and education with respect to the term operations of this Agreement Employer’s and/or Employer’s affiliates’ businesses and throughout any further period that he is an officer or employee of the Corporationother related matters, and for will obtain access to such persons’ information concerning its business or affairs (“Confidential Information”), and business and professional contacts. In consideration of such Confidential Information and special and unique opportunities afforded by Employer and its affiliates to Employee as a period result of twelve Employee’s employment (12and because Employee similarly affords such Confidential Information and special and unique opportunities to its other employees), the Employee hereby agrees that Employee will not: 6.1 For one (1) months from and year after Employer or any of its affiliates no longer employs Employee (the date that on which such person no longer employs Employee is (for any reason) no longer employed by hereinafter referred to as the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by Employee, whichever is later, Employee covenants and agrees that he will not“Employment Termination Date”), directly or indirectly, either alone or as a principalpartner, joint venturer, officer, director, member, employee, consultant, agent, employeeindependent contractor, employeror equity interest holder of, stockholderor lender to, coany person or business, provide services in a similar position or with similar duties or a similar type of work as provided to Employer, in competition with any business in which Employer or any of its affiliates is engaged as of the Employment Termination Date (a “Competitive Business”), and that is within a 10-partner mile radius of any location at which Employer or any of its affiliates engages in any other individual such business at the time Employee commences to engage in such competitive activity. 6.2 For one (1) year after the Employment Termination Date, directly or representative capacity whatsoever: indirectly (i) engage induce any person that is a customer of Employer or any of its affiliates to enter into any Contract with or otherwise patronize any business directly or indirectly in a competition with the Competitive Business anywhere conducted by Employer or any of its affiliates; (ii) canvass, solicit, or accept from any person who is a customer of Employer or any of its affiliates any such Competitive Business; or (iii) request or advise any person who is a customer, vendor, or lessor of Employer or any of its affiliates, to withdraw, curtail, or cancel any such customer’s, vendor’s, or lessor’s business with Employer or any of its affiliates; provided, however, that a general solicitation or advertisement originating outside of, and not specifically targeted to or reasonably expected to target, the territory as to which Employee is restricted from engaging in such competitive business as provided above under this Agreement at such time, will not be deemed in and of itself to violate the prohibitions of (i) or (ii) of this Section 6.2. 6.3 For the six (6) months after the Employment Termination Date, directly or indirectly employ, or knowingly permit any affiliate of Employee to employ, any person whom Employer or any of its affiliates employed within a fifty the prior six months. 6.4 For one (501) mile radius year after the Employment Termination Date, directly or indirectly (i) solicit for employment or other similar relationship with Employee, any of the principal executive offices of the Corporation on the date Employee’s affiliates or any other person, any employee of Employer or any of its affiliates, or any person who was an employee of Employer or any of its affiliates, within the six-month period immediately preceding such solicitation of employment, other than such person (A) whose employment terminateswas terminated by the applicable person, or (B) who independently responded to a general solicitation for employment by Employee or Employee’s affiliate; or (ii) solicitinduce, or assist attempt to induce, any employee of Employer or any of its affiliates, to terminate such employee’s employment relationship with such person. 6.5 Employee will not use for Employee’s personal benefit, disclose, communicate, divulge to, or use for the direct or indirect benefit of any person other than Employer or any of its affiliates any of such persons’ Confidential Information. This Section 6.5 will apply during and after the period when Employee is an employee of Employer or any of its affiliates and will be in addition to (and not a limitation of) any legally applicable protections of Employer’s interest in Confidential Information, trade secrets and the like. 6.6 Any and all writings, inventions, improvements, processes, procedures advances, discoveries, works of authorship, and/or techniques (“Developments”) that Employee may make, conceive, discover, or develop, whether or not patentable, copyrightable, or protectable under mask works legislation or trademark laws, either solely or jointly with any other person, at any time during the Employment Term, whether or not during working hours and whether or not at the request or upon the suggestion of Employer or any of its affiliates, that relate to or are useful in connection with any business now or hereafter carried on or contemplated by Employer or such affiliate, including developments or expansions of its present fields of operations, will be Employer’s sole and exclusive property. Employee hereby assigns to Employer and/or Employer’s nominees all of Employee’s right, title, and interest in any Developments, and hereby irrevocably designates and appoints Employer and each of Employer’s duly authorized officers and agents as Employee’s agent and attorney-in-fact to act for and in Employee’s behalf and stead to execute and file any document and to do all other lawfully permitted acts to further the prosecution, issuance, and enforcement of Developments. Employee will make full disclosure to Employer of all such Developments and will do everything necessary or desirable to vest the absolute title thereto in Employer. Employee will write and prepare all specifications and procedures regarding such Developments and otherwise aid and assist Employer or any of its affiliates so that Employer or such affiliate, as the case may be, can prepare and present applications for copyright, letters patent therefor and can secure such copyright, letters patent, mask works, or trademark registrations, wherever possible, as well as reissues, renewals, and extensions thereof, and can obtain the record title to such copyright, letters patent, mask works, or trademark registrations so that Employer and/or its nominees will be the sole and absolute owner(s) thereof in all countries in which it may desire to have copyright, patent, mask work, or trademark protection. Employee will not be entitled to any additional or special compensation or reimbursement regarding any and all such Developments. These obligations will continue beyond the termination of employment for Developments that Employee conceives of or makes, in full or in part, during the Employment Term. 6.7 Notwithstanding the foregoing, the beneficial ownership of less than five percent (5%) of the equity interests of any person having a class of equity interests actively traded on a national securities exchange or business entity over-the-counter market will not be deemed, in solicitingand of itself, to breach the prohibitions of this Section 6. Employee agrees and acknowledges that the restrictions in this Section 6 are reasonable in scope and duration and are necessary to protect Employer and its affiliates. If any depositors provision of this Section 6, as applied to either Party or to any circumstance, is adjudged by a governmental body, arbitrator, or mediator not to be enforceable in accordance with its terms, the same will in no way affect any other circumstance or the enforceability of the remainder of this Agreement. If any such provision, or any part thereof, is held not to be enforceable in accordance with its terms because of the duration of such provision, the area covered thereby, or the scope of the activities covered, the Parties agree that the governmental body, arbitrator, or mediator making such determination will have the power to reduce the duration, area, and/or scope of activities of such provision, and/or to delete specific words or phrases, and in its reduced form such provision will then be enforceable in accordance with its terms and will be enforced. The Parties agree and acknowledge that the breach of any provision of this Section 6 will cause irreparable Damage to Employer and its affiliates and upon breach of any provision of this Section 6, Employer and its affiliates will be entitled to injunctive relief, specific performance, or other customers of equitable relief without bond or other security; provided, however, that the Corporation to make deposits foregoing remedies will in or to become customers of no way limit any other financial institution conducting a Competitive Businessremedies that Employer or its affiliates may have. As used in this AgreementEmployer may, the term “Competitive Business” means all banking and financial products and services and without notifying Employee, notify any other products and services substantially similar to those offered by the Corporation on the date that subsequent employer of Employee of Employee’s employment terminates. Employee’s rights and obligations under this Section 7(a) shall terminate on the date a Change of Control occurs6. (b) During the term of this Agreement and throughout any further period that he is an officer or employee of the Corporation, and for a period of twelve (12) months from and after the date that Employee is (for any reason) no longer employed by the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by Employee, whichever is later, Employee covenants and agrees that he will not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, co-partner or in any other individual or representative capacity whatsoever induce any individuals to terminate their employment with the Corporation or the Bank.

Restrictive Covenants. (a) During the term of this Agreement and throughout any further period that he is an officer or employee of the Corporation, and for a period of twelve one (121) months from and year after the date that Employee is (for any reason) no longer employed by termination of Employee's employment with the Corporation or pursuant to the terms of this Agreement, regardless of the reason for a period of twelve (12) months from such termination, the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by Employee, whichever is later, Employee covenants and agrees that he will not, directly or indirectly, either individually or as a principalconsultant to, agentor as an officer, director, employee, employer, stockholder, co-partner equity owner or in any other individual or representative capacity whatsoever: (i) engage in a Competitive Business anywhere within a fifty (50) mile radius of the principal executive offices of the Corporation on the date Employee’s employment terminates; or (ii) solicitagent of, or assist any other person otherwise participate in the ownership or business entity in soliciting, any depositors or other customers of the Corporation to make deposits in or to become customers operation of any other financial institution conducting a Competitive Business. As used in this Agreement, the term “Competitive Business” means all banking and financial business providing similar products and services and any other products and services substantially similar to those offered as the Corporation in the geographical areas served by the Corporation on and its subsidiaries at the date time of such termination, but nothing contained herein shall be deemed to prohibit the Employee from investing in any company engaged in such business, the stock of which is available in a public securities market; PROVIDED, HOWEVER, that Employee’s employment terminatesthe Employee shall not own in excess of 5% of the total issued and outstanding stock of such company. Employee’s obligations under this Section 7(a) shall terminate on the date a Change of Control occurs. (b) During the term of this Agreement and throughout any further period that he is an officer or employee of the Corporation, and for a period of twelve one (121) months from and year after the date that termination of such employment, regardless of the reason for such termination, the Employee is (for any reason) no longer employed by the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by Employee, whichever is later, Employee covenants and agrees that he will not, directly or indirectly, either as a principalsolicit or endeavor to entice away from the Corporation or any of its subsidiaries, agentor otherwise materially interfere with the business relationship of the Corporation or any subsidiary with, employee(I) any person who is, employeror was within the one (1) year period immediately prior to the termination of the Employee's employment with the Corporation, stockholder, co-partner employed by or in any other individual or representative capacity whatsoever induce any individuals to terminate their employment associated with the Corporation or any subsidiary or (II) any person or entity who is, or was within such one (1) year period, a customer or client of, supplier to or other party having material business relations with the BankCorporation or any subsidiary. The Employee acknowledges that a breach of any of the covenants contained in this paragraph 7 and paragraph 7A would result in irreparable injury to the Corporation for which there may be no adequate remedy at law and that, in the event of an actual or threatened breach by the Employee of the provisions of this paragraph 7 and paragraph 7A, the Corporation shall be entitled to pursue and obtain injunctive relief restraining the Employee from doing any act prohibited hereunder. Nothing contained herein shall be construed as prohibiting the Corporation from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of any monetary damages to which it would be entitled under the law. In the event that any provision of this paragraph 7 and paragraph 7A is held to be unenforceable as a result of it being too broad, either in terms of time or geographical extent, the Employee agrees that the court can adapt and limit this paragraph 7 and paragraph 7A so as to make the provisions hereof enforceable to the fullest extent permissible.

Restrictive Covenants. (a) During the term of this Agreement and throughout any further period that he is an officer or employee In consideration of the CorporationBank's employment of the Employee and the benefits provided hereby, and the Employee agrees that in addition to any other limitation: (i) for a period of twelve (12) months from and after the date that Employee is (for any reason) no longer employed termination of this Agreement by the Corporation Employee for other than Good Reason; or (ii) during the continuation of base salary payments pursuant to Section 6(a)(ii)(A) above, whichever is later, he will not, within a twenty-five (25) mile radius of any operating office of the Company, any of its subsidiaries, or the Bank, manage, operate or be employed by, participate in, or be connected in any manner with the management, operation, or control of any banking business whether or not carried on by a bank. The Employee further agrees, that for a period of twelve (12) months from after the date termination of entry his employment hereunder, by a court the Employee for other than Good Reason or the completion of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by EmployeeBase Salary payments pursuant to Section 6(a)(ii)(A) above, whichever is later, Employee covenants and agrees that he will notnot solicit the business or patronage, directly or indirectly, either as a principal, agent, employee, employer, stockholder, co-partner or in from any other individual or representative capacity whatsoever: (i) engage in a Competitive Business anywhere within a fifty (50) mile radius of the principal executive offices of the Corporation on the date Employee’s employment terminates; or (ii) solicit, or assist any other person or business entity in soliciting, any depositors or other customers of the Corporation to make deposits in Bank (or to become customers of any other financial institution conducting office of the Company or of a Competitive Businesssubsidiary of the Company if Employee should have been employed by and located at such office) and the Employee will not seek to or assist others to persuade any employee of the Bank engaged in similar work or related to the Bank's work to discontinue employment with the Bank or seek employment or engage in any business of the Bank. As used in this AgreementFurthermore, the term “Competitive Business” means all banking and financial products and services and Employee will not communicate to any person, firm or corporation any information related to customer lists, prices, secrets or other products and services substantially similar Confidential Information which he might from time to those offered by time acquire with respect to the Corporation on business of the date that Employee’s employment terminatesBank, the Company, or its subsidiaries, or any of their affiliates. Employee’s obligations under this Section 7(a) shall terminate on The Employee agrees to disclose the date a Change of Control occurs. (b) During the term contents of this Agreement and throughout to any further period that he is an officer or employee of the Corporation, and subsequent employer for a period of twelve (12) months from and after following termination of his employment hereunder, the date that Employee is (for any reasontermination of this Agreement or completion of base salary payments pursuant to Section 6(a)(ii)(A) no longer employed by the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by Employeeabove, whichever is later, Employee covenants and agrees that he will not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, co-partner or in any other individual or representative capacity whatsoever induce any individuals to terminate their employment with the Corporation or the Bank.

Restrictive Covenants. The following covenants against solicitation and competition shall be effective for a period of 12 months following the last day of the later of: (i) the expiration of the Term of this Agreement; or (ii) any period for which Consultant is receiving compensation from the Company (the "Restriction Period"). The Restriction Period shall be extended by the length of any period during which Consultant is in breach of the terms of this Section 8. In consideration of this Agreement, and in light of the understandings of the parties set forth herein, Consultant agrees that during the Restriction Period, Consultant will not do any of the following (the "Restrictive Covenants"): (a) During during the term of Consultant's engagement with the Company, engage, directly or indirectly, in any business which is the same or similar to the Business or is competitive with the Business of the Company (a "Competitive Business") within Israel (the "Restrictive Territory"), or in any market in which the Company is then currently or has during the term of this Agreement and throughout any further period that he is an officer or employee been engaged in the Business; (b) without the prior written consent of the Corporation, and for a period of twelve (12) months from and after the date that Employee is (for any reason) no longer employed by the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by Employee, whichever is later, Employee covenants and agrees that he will notCompany, directly or indirectlyindirectly own an interest in, either manage, operate, join, control, lend money or render financial or other assistance to or participate in or be connected with, as a principalpartner, agent, employee, employermember, stockholder, co-partner consultant or otherwise, any person that engages in any other individual or representative capacity whatsoever: (i) engage Competitive Business within the Restrictive Territory; provided, however, that, for the purposes of this Agreement, ownership of securities having no more than five percent of the outstanding voting power of any person engaged in a Competitive Business anywhere within a fifty (50) mile radius of or Businesses which are listed on any national securities exchange or traded actively in the principal executive offices of the Corporation on the date Employee’s employment terminates; or (ii) solicit, or assist any other person or business entity national over-the-counter market shall not be deemed to be in soliciting, any depositors or other customers of the Corporation to make deposits in or to become customers of any other financial institution conducting a Competitive Business. As used in this Agreement, the term “Competitive Business” means all banking and financial products and services and any other products and services substantially similar to those offered by the Corporation on the date that Employee’s employment terminates. Employee’s obligations under this Section 7(a) shall terminate on the date a Change of Control occurs. (b) During the term violation of this Agreement and throughout so long as the person owning such securities has no other connection or relationship with such competitor; (c) solicit or attempt to solicit any further period that he is an officer present, past or employee pending customer of the Corporation, and for a period of twelve Company; or (12d) months from and after the date that Employee is (for hire or attempt to hire or entice any reason) no longer employed by the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by Employee, whichever is later, Employee covenants and agrees that he will not, directly or indirectly, either as a principal, agent, employee, employerbroker, stockholder, co-partner vendor or in any other individual agent or representative capacity whatsoever induce any individuals to terminate their employment with business affiliate of the Corporation or the BankCompany.

Restrictive Covenants. (a) During In consideration of the term of Company and EFH Co. entering into this Agreement with Executive and throughout hereby promising and committing themselves to provide Executive with Confidential Information and/or specialized training after Executive executes this Agreement, Executive shall not, directly or indirectly: (i) at any further period time during or after the Employment Term, disclose any Confidential Information pertaining to the business of EFH Co., the Company, the Sponsor Group, or any of their respective Affiliates, except when required to perform her duties to EFH Co., the Company or one of its Affiliates, or by law or judicial process, provided that he is Executive gives the Company reasonable notice of any legal or judicial proceeding requiring Executive to disclose Confidential Information and an officer or employee opportunity to challenge the disclosure of any such information, and Executive agrees to provide such reasonable notice in writing to: ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, 41st Floor (ii) at any time during the Corporation, Employment Term and for a period of eighteen (18) months thereafter (the “Non-Compete Period”), directly or indirectly, act as a proprietor, investor, director, officer, employee, substantial stockholder, consultant, or partner in any Competing Business in Texas or any other geographic area in which Texas Energy Future Holdings Limited Partnership, the Company or any of their respective subsidiaries operates or conducts business; or (iii) at any time during the Employment Term and for a period of eighteen (18) months thereafter, directly or indirectly (A) solicit customers or clients of EFH Co., the Company or any of its Affiliates to terminate their relationship with EFH Co., the Company or any of its Affiliates or otherwise solicit such customers or clients to compete with any business of EFH Co., the Company or any of its Affiliates, or (B) solicit or offer employment to any person who is, or has been at any time during the twelve (12) months from and after immediately preceding the date that Employee is (for any reason) no longer termination of Executive’s employment, employed by EFH Co., the Corporation Company or any of its Affiliates; provided that in each of (ii) and (iii) above, such restrictions shall not apply with respect to any member of the Sponsor Group or any of its Affiliates that is not engaged in any business that competes, directly or indirectly, with the Company or any of its subsidiaries in any geographic area where they operate. Notwithstanding the foregoing, for the purposes of this Section 8(a), (A) Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business of EFH Co., the Company or its Affiliates that are publicly traded on a period of twelve national or regional stock exchange or quotation system or on the over-the-counter market if Executive (12I) months from the date of entry by is not a court of competent jurisdiction controlling person of, or a member of a final judgment enforcing this covenant in the event of a breach by Employeegroup which controls, whichever is later, Employee covenants such Person and agrees that he will (II) does not, directly or indirectly, either own 5% or more of any class of securities of such Person, and (B) Section 8(a)(ii) shall not be violated by reason of any exercise of tag-along rights under the Sale Participation Agreement, by and between the Company (and related parties) and Executive (the “Sale Participation Agreement”) or Drag Transaction (as a principal, agent, employee, employer, stockholder, co-partner or defined in any other individual or representative capacity whatsoever: (ithe Sale Participation Agreement) engage in a Competitive Business anywhere within a fifty (50) mile radius of the principal executive offices of the Corporation on that may occur after the date Employee’s employment terminates; or (ii) solicit, or assist any other person or business entity in soliciting, any depositors or other customers of the Corporation to make deposits in or to become customers of any other financial institution conducting a Competitive Business. As used in this Agreement, the term “Competitive Business” means all banking and financial products and services and any other products and services substantially similar to those offered by the Corporation on the date that Employee’s employment terminates. Employee’s obligations under this Section 7(a) shall terminate on the date a Change of Control occurshereof. (b) During Notwithstanding clause (a) above, if at any time a court holds that the term restrictions stated in such clause (a) are unreasonable or otherwise unenforceable under circumstances then existing, the Parties hereto agree that the maximum period, scope or geographic area determined to be reasonable under such circumstances by such court will be substituted for the stated period, scope or area. Because Executive’s services are unique and because Executive has had access to Confidential Information, the Parties hereto agree that money damages will be an inadequate remedy for any breach of this Agreement and throughout any further period that he is an officer or employee of the Corporation, and for a period of twelve (12) months from and after the date that Employee is (for any reason) no longer employed by the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in Agreement. In the event of a breach or threatened breach of this Agreement, EFH Co., the Company or their respective successors or assigns may, in addition to other rights and remedies existing in their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive relief in order to enforce, or prevent any violations of, the provisions hereof (without the posting of a bond or other security). Notwithstanding the foregoing, in the event Executive breaches the covenants set forth in this Section 8, the Company’s rights and remedies with respect Executive’s Options, Option Stock, and Stock and payments related thereto, as those terms are defined in the Management Stockholder’s Agreement, by Employeeand between the Company (and related parties) and Executive (the “Management Stockholder’s Agreement”) shall be limited to those set forth in Section 22(c) of the Management Stockholder’s Agreement. (c) For purposes of this Agreement, whichever is later, Employee covenants and agrees that he will not, directly or indirectly, either the terms listed below shall be defined as a principal, agent, employee, employer, stockholder, co-partner or in any other individual or representative capacity whatsoever induce any individuals to terminate their employment with the Corporation or the Bank.follows:

Restrictive Covenants. (a) During The Executive will not at any time, without the term of this Agreement and throughout any further period that he is an officer or employee prior written consent of the Corporation, during his employment with the Corporation and for a period of twelve (12) 24 months from and after following the date that Employee is (termination for cause or the Executives own resignation of his employment for any reason) no longer employed by the Corporation reason whatsoever, either individually or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by Employeepartnership, whichever is laterjointly or in conjunction with any other Entity, Employee covenants and agrees that he will notwhether as agent, shareholder, employee, consultant, or in any manner whatsoever, directly or indirectly, either as a principal, agent, employee, employer, stockholder, co-partner or in any other individual or representative capacity whatsoever: : (i) anywhere in the Territory, engage in, carry on or otherwise have any interest in, advise, lend money to, guarantee the debts or obligations of, or permit the Executive’s name to be used in connection with any business which is a Competitive Business anywhere within a fifty (50) mile radius competitor to any business in which the Corporation was engaged as of the principal executive offices date the Executive’s employment is terminated; (ii) for the purpose of competing with the Corporation’s business, as then constituted, solicit the business of or otherwise call upon anyone who is an Existing Customer or a Prospective Customer at the time the Executive’s employment is terminated; and (iii) solicit for employment any person employed or engaged by or on behalf of the Corporation on at the date Employeetime the Executive’s employment terminates; is terminated or (ii) solicit, any person who was an employee of or assist any other person engaged by or business entity in soliciting, any depositors or other customers on behalf of the Corporation to make deposits in or to become customers of any other financial institution conducting a Competitive Business. As used in this Agreement, during the term “Competitive Business” means all banking and financial products and services and any other products and services substantially similar to those offered by the Corporation on the date that Employee’s employment terminates. Employee’s obligations under this Section 7(a) shall terminate on the date a Change of Control occurs12 month period immediately preceding such termination. (b) During the term of Nothing in this Agreement and throughout shall prohibit or restrict the Executive from holding or becoming beneficially interested as a passive investor in up to one (1%) percent of any further period that he class of securities in any corporation which is an officer or employee a competitor of the Corporation’s business, and for a period as of twelve (12) months from and after the date the Executive’s employment is terminated, or the Executive tenders his resignation, provided that Employee is such class of securities are listed on a recognized stock exchange in Canada or the United States. (c) The covenants contained in the proceeding paragraphs (a) and (b) shall be construed as a series of separate covenants, one for each county, city, state, province or any reason) no longer employed by similar subdivision in the Corporation or Territory. Except for a period of twelve (12) months from geographic coverage, each such separate covenant shall be deemed identical in terms to the date of entry by covenant contained in the proceeding paragraphs. If, in any judicial proceeding, a court refuses to enforce any of competent jurisdiction of a final judgment enforcing such separate covenants (or any part thereof), then such unenforceable covenant (or such part) shall be eliminated from this covenant in Agreement to the event of a breach by Employee, whichever is later, Employee extent necessary to permit the remaining separate covenants and agrees that he will not, directly (or indirectly, either as a principal, agent, employee, employer, stockholder, co-partner or in any other individual or representative capacity whatsoever induce any individuals portions thereof) to terminate their employment with the Corporation or the Bankbe enforced.

Restrictive Covenants. (a) During 17.1 The Executive agrees with and undertakes to the term of this Agreement Company for itself and throughout any further period that he is an officer or employee of the Corporation, and as agent for a period of twelve (12) months from and after the date that Employee is (for any reason) no longer employed by the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by Employee, whichever is later, Employee covenants and agrees every Associated Company that he will not, directly not Directly or indirectly, either Indirectly following the Termination Date:- 17.1.1 for the period of 12 months be Materially Interested in any Person providing Restricted Goods and/or Services within the Restricted Area in competition with the Company or any Relevant Associated Company; 17.1.2 for the period of 12 months entice away or endeavour or attempt to entice away from the Company or any Relevant Associated Company the Restricted Business; 17.1.4 for the period of 12 months supply Restricted Goods and/or Services to any Customer in competition with the Company or any Relevant Associated Company; 17.1.5 for the period of 12 months solicit or entice away from the Company or any Relevant Associated Company any Key Person; 17.1.6 for the period of 12 months offer employment to or employ or enter into partnership or association with (or offer so to do) or retain the services (or offer to do so) whether as a principal, agent, employee, employer, stockholder, co-partner consultant or otherwise of any Key Person; or 17.1.7 for the period of 12 months solicit or attempt to solicit or accept of place orders for or in any other individual way interfere with the supply or representative capacity whatsoever: (i) engage goods or services from any Discounter where as a consequence such Discounter may or is likely to cease supplying, reduce its supply to or vary detrimentally the terms on which it supplies such goods or services to the Company or any Relevant Associated Company or any Joint Venture Partner or any Licencee or any of their Customers; or 17.1. 8 for the period of 12 months enter into contract with or otherwise deal with any Joint Venture Partner or any Licensee in a Competitive Business anywhere within a fifty (50) mile radius competition with the Company or any relevant Associated Company. 17.2 Each of the principal executive offices restrictions set out in this Clause shall be considered separate from one another and it is acknowledged that each sub-clause may contain more than one restriction. For the avoidance of doubt each restriction insofar as it applies to Associated Companies shall be separate from the equivalent restriction as it applies to the Company. 17.3 While the restrictions set out in this Clause and the definitions of "Customer", "Key Person", "Restricted Area", "Restricted Business", "Restricted Goods and/or Services", "Joint Venture Partner", "Licencee" and "Discounter" as set out herein are considered by the parties to be reasonable in all the circumstances it is agreed that if any one or more of such restrictions or definitions shall either taken by itself or themselves together be adjudged to go beyond what is reasonable in all the circumstances for the protection of the Corporation on the date Employee’s employment terminates; or (ii) solicit, or assist any other person or business entity in soliciting, any depositors or other customers legitimate interests of the Corporation to make deposits in Company or to become customers of any other financial institution conducting a Competitive Business. As used in this Agreement, the term “Competitive Business” means all banking and financial products and services and Associated Company but would be adjudged reasonable if any other products and services substantially similar to those offered by the Corporation on the date that Employee’s employment terminates. Employee’s obligations under this Section 7(a) shall terminate on the date a Change of Control occurs. (b) During the term of this Agreement and throughout particular restriction or definition were deleted or if any further period that he is an officer or employee part of the Corporation, wording of such restriction or definition were deleted then the parties further agree that the said restrictions and for a period of twelve (12) months from and after the date that Employee is (for any reason) no longer employed by the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by Employee, whichever is later, Employee covenants and agrees that he will not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, co-partner or in any other individual or representative capacity whatsoever induce any individuals to terminate their employment definitions shall apply with the Corporation or the Banksuch deletions.

Restrictive Covenants. Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its affiliates and accordingly agrees as follows: (a) During the term of this Agreement and throughout any further period that he is an officer or employee of the Corporation, and for a period of twelve (12) months from and after the date that Employee is (for any reason) no longer employed Executive’s employment by the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by EmployeeCompany, whichever is later, Employee covenants and agrees that he Executive will not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, co-partner or in any other individual or representative capacity whatsoever: (i) engage in a Competitive Business anywhere within a fifty (50) mile radius any business for Executive’s own account that competes with the business of the principal executive offices Company or its affiliates (including, without limitation, businesses which the Company or its affiliates have specific plans to conduct in the future and as to which Executive is aware of the Corporation on the date Employee’s employment terminates; or such planning), (ii) solicitenter the employ of, or assist render any other person or business entity in solicitingservices to, any depositors or other customers person engaged in any business that competes with the business of the Corporation to make deposits Company or its affiliates, (iii) acquire a financial interest in any person engaged in any business that competes with the business of the Company or to become customers its affiliates, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant. During the period of any other financial institution conducting a Competitive Business. As used in this Agreement, the term “Competitive Business” means all banking and financial products and services and any other products and services substantially similar to those offered Executive’s employment by the Corporation on the date that Employee’s employment terminates. Employee’s obligations under this Section 7(a) shall terminate on the date a Change of Control occurs. (b) During the term of this Agreement and throughout any further period that he is an officer or employee of the Corporation, Company and for a period of twelve one year thereafter (12) months from and after the date that Employee is (for any reason) no longer employed by the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by Employee“Restricted Period”), whichever is later, Employee covenants and agrees that he Executive will not, directly or indirectly, either interfere with business relationships (whether formed before or after the date of this Agreement) between the Company or any of its affiliates and clients, customers, suppliers, partners, members or investors of the Company or its affiliates. (b) Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly, own, solely as an investment, securities of any person engaged in the business of the Company or its affiliates which are publicly traded on a principalnational or regional stock exchange or on an over-the-counter market if Executive (i) is not a controlling person of, agentor a member of a group which controls, employeesuch person and (ii) does not, employerdirectly or indirectly, stockholderown five percent (5%) or more of any class of securities of such person. (c) During the Restricted Period, co-partner Executive will not, directly or indirectly, (i) solicit or encourage any employee or consultant of the Company or its affiliates to leave the employment of the Company or its affiliates. (d) During the Restricted Period, given her access to and knowledge of the Company’s proprietary and confidential information, client list, business strategy and pricing, among other proprietary knowledge, Executive will not use or disclose confidential information to directly or indirectly, directly or indirectly, solicit or encourage to cease to work with the Company or its affiliates any clients or potential clients with the Company or its affiliates. (e) It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 14 to be reasonable, if a final determination is made by an arbitrator or court of competent jurisdiction that the time or territory or any other individual restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or representative capacity whatsoever induce indicate to be enforceable. Alternatively, if any individuals arbitrator or court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to terminate their employment with make it enforceable, such finding shall not affect the Corporation or enforceability of any of the Bankother restrictions contained herein.

Restrictive Covenants. Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its affiliates and accordingly agrees as follows: (a) During the term Period of this Agreement and throughout any further period that he is an officer or employee of the CorporationEmployment, and for a period of twelve (12) months from and after the date that Employee is (for any reason) no longer employed by the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by Employee, whichever is later, Employee covenants and agrees that he Executive will not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, co-partner or in any other individual or representative capacity whatsoever: (i) engage in a Competitive Business anywhere within a fifty (50) mile radius any business for Executive’s own account that competes with the business of the principal executive offices Company or its affiliates (including, without limitation, businesses which the Company or its affiliates have specific plans to conduct in the future and as to which Executive is aware of the Corporation on the date Employee’s employment terminates; or such planning), (ii) solicitenter the employ of, or assist render any other person or business entity in solicitingservices to, any depositors or other customers person engaged in any business that competes with the business of the Corporation to make deposits Company or its affiliates, (iii) acquire a financial interest in any person engaged in any business that competes with the business of the Company or to become customers of any other financial institution conducting a Competitive Businessits affiliates, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant. As used in this Agreement, the term “Competitive Business” means all banking and financial products and services and any other products and services substantially similar to those offered by the Corporation on the date that Employee’s employment terminates. Employee’s obligations under this Section 7(a) shall terminate on the date a Change of Control occurs. (b) During the term Period of this Agreement and throughout any further period that he is an officer or employee of the Corporation, Employment and for a period of twelve two years thereafter (12) months from and after the date that Employee is (for any reason) no longer employed by the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by Employee“Restricted Period”), whichever is later, Employee covenants and agrees that he Executive will not, directly or indirectly, either interfere with business relationships (whether formed before or after the date of this Agreement) between the Company or any of its affiliates and customers, suppliers, partners, members or investors of the Company or its affiliates. (b) Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly, own, solely as an investment, securities of any person engaged in the business of the Company or its affiliates which are publicly traded on a principalnational or regional stock exchange or on an over-the-counter market if Executive (i) is not a controlling person of, agentor a member of a group which controls, employeesuch person and (ii) does not, employerdirectly or indirectly, stockholderown five percent (5%) or more of any class of securities of such person. (c) During the Restricted Period, co-partner Executive will not, directly or indirectly, (i) solicit or encourage any employee of the Company or its affiliates to leave the employment of the Company or its affiliates. (d) During the Restricted Period, Executive will not, directly or indirectly, solicit or encourage to cease to work with the Company or its affiliates any consultant then under contract with the Company or its affiliates. (e) It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 13 to be reasonable, if a final determination is made by an arbitrator or court of competent jurisdiction that the time or territory or any other individual restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or representative capacity whatsoever induce indicate to be enforceable. Alternatively, if any individuals arbitrator or court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to terminate their employment with make it enforceable, such finding shall not affect the Corporation or enforceability of any of the Bankother restrictions contained herein.

Restrictive Covenants. (a) During Employee hereby acknowledges that, as a result of Employee's employment by Employer hereunder, Employee will receive special training and education with respect to the term operations of this Agreement Employer's and/or Employer's affiliates' businesses and throughout any further period that he is an officer or employee of the Corporationother related matters, and for will obtain access to such persons' information concerning its business or affairs ("Confidential Information"), and business and professional contacts. In consideration of such special and unique opportunities afforded by Employer and its affiliates to Employee as a period result of twelve Employee's employment, the Employee hereby agrees that Employee will not: 6.1 For one (121) months from and year after Employer or any of its affiliates no longer employs Employee (the date that on which such person no longer employs Employee is (for any reason) no longer employed by hereinafter referred to as the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by Employee, whichever is later, Employee covenants and agrees that he will not"Employment Termination Date"), directly or indirectly, either alone or as a principalpartner, joint venturer, officer, director, member, employee, consultant, agent, employeeindependent contractor, employeror equity interest holder of, stockholderor lender to, co-partner any person or business, engage in any other individual business that is in competition with any business in which Employer or representative capacity whatsoever: any of its affiliates is engaged as of the Employment Termination Date (a "Competitive Business"), and that is within a 10-mile radius of any location at which Employer or any of its affiliates engages in such business at the time Employee commences to engage in such competitive activity. 6.2 For one (1) year after the Employment Termination Date, directly or indirectly (i) engage induce any person that is a customer of Employer or any of its affiliates to enter into any Contract with or otherwise patronize any business directly or indirectly in a competition with the Competitive Business anywhere conducted by Employer or any of its affiliates; (ii) canvass, solicit, or accept from any person who is a customer of Employer or any of its affiliates any such Competitive Business; or (iii) request or advise any person who is a customer, vendor, or lessor of Employer or any of its affiliates, to withdraw, curtail, or cancel any such customer's, vendor's, or lessor's business with Employer or any of its affiliates; provided, however, that a general solicitation or advertisement originating outside of, and not specifically targeted to or reasonably expected to target, the territory as to which Employee is restricted from engaging in such competitive business as provided above under this Agreement at such time, will not be deemed in and of itself to violate the prohibitions of (i) or (ii) of this Section 6.2. 6.3 For the six (6) months after the Employment Termination Date, directly or indirectly employ, or knowingly permit any affiliate of Employee to employ, any person whom Employer or any of its affiliates employed within the prior six months. 6.4 For one (1) year after the Employment Termination Date, directly or indirectly (i) solicit for employment or other similar relationship with Employee, any of Employee's affiliates or any other person, any employee of Employer or any of its affiliates, or any person who was an employee of Employer or any of its affiliates, within the six-month period immediately preceding such solicitation of employment, other than such person (A) whose employment was terminated by the applicable person, or (B) who independently responded to a fifty (50) mile radius of the principal executive offices of the Corporation on the date general solicitation for employment by Employee or Employee’s employment terminates's affiliate; or (ii) solicitinduce, or assist attempt to induce, any employee of Employer or any of its affiliates, to terminate such employee's employment relationship with such person. 6.5 Employee will not use for Employee's personal benefit, disclose, communicate, divulge to, or use for the direct or indirect benefit of any person other than Employer or any of its affiliates any of such persons' Confidential Information. This Section 6.5 will apply during and after the period when Employee is an employee of Employer or any of its affiliates and will be in addition to (and not a limitation of) any legally applicable protections of Employer's interest in Confidential Information, trade secrets and the like. 6.6 Any and all writings, inventions, improvements, processes, procedures advances, discoveries, works of authorship, and/or techniques ("Developments") that Employee may make, conceive, discover, or develop, whether or not patentable, copyrightable, or protectable under mask works legislation or trademark laws, either solely or jointly with any other person, at any time during the Employment Term, whether or not during working hours and whether or not at the request or upon the suggestion of Employer or any of its affiliates, that relate to or are useful in connection with any business now or hereafter carried on or contemplated by Employer or such affiliate, including developments or expansions of its present fields of operations, will be Employer's sole and exclusive property. Employee hereby assigns to Employer and/or Employer's nominees all of Employee's right, title, and interest in any Developments, and hereby irrevocably designates and appoints Employer and each of Employer's duly authorized officers and agents as Employee's agent and attorney-in-fact to act for and in Employee's behalf and stead to execute and file any document and to do all other lawfully permitted acts to further the prosecution, issuance, and enforcement of Developments. Employee will make full disclosure to Employer of all such Developments and will do everything necessary or desirable to vest the absolute title thereto in Employer. Employee will write and prepare all specifications and procedures regarding such Developments and otherwise aid and assist Employer or any of its affiliates so that Employer or such affiliate, as the case may be, can prepare and present applications for copyright, letters patent therefor and can secure such copyright, letters patent, mask works, or trademark registrations, wherever possible, as well as reissues, renewals, and extensions thereof, and can obtain the record title to such copyright, letters patent, mask works, or trademark registrations so that Employer and/or its nominees will be the sole and absolute owner(s) thereof in all countries in which it may desire to have copyright, patent, mask work, or trademark protection. Employee will not be entitled to any additional or special compensation or reimbursement regarding any and all such Developments. These obligations will continue beyond the termination of employment for Developments that Employee conceives of or makes, in full or in part, during the Employment Term. 6.7 Notwithstanding the foregoing, the beneficial ownership of less than five percent (5%) of the equity interests of any person having a class of equity interests actively traded on a national securities exchange or business entity over-the-counter market will not be deemed, in solicitingand of itself, to breach the prohibitions of this Section 6. Employee agrees and acknowledges that the restrictions in this Section 6 are reasonable in scope and duration and are necessary to protect Employer and its affiliates. If any depositors provision of this Section 6, as applied to either Party or to any circumstance, is adjudged by a governmental body, arbitrator, or mediator not to be enforceable in accordance with its terms, the same will in no way affect any other circumstance or the enforceability of the remainder of this Agreement. If any such provision, or any part thereof, is held not to be enforceable in accordance with its terms because of the duration of such provision, the area covered thereby, or the scope of the activities covered, the Parties agree that the governmental body, arbitrator, or mediator making such determination will have the power to reduce the duration, area, and/or scope of activities of such provision, and/or to delete specific words or phrases, and in its reduced form such provision will then be enforceable in accordance with its terms and will be enforced. The Parties agree and acknowledge that the breach of any provision of this Section 6 will cause irreparable Damage to Employer and its affiliates and upon breach of any provision of this Section 6, Employer and its affiliates will be entitled to injunctive relief, specific performance, or other customers of equitable relief without bond or other security; provided, however, that the Corporation to make deposits foregoing remedies will in or to become customers of no way limit any other financial institution conducting a Competitive Businessremedies that Employer or its affiliates may have. As used in this AgreementEmployer may, the term “Competitive Business” means all banking without notifying Employee, notify any subsequent employer of Employee of Employee's rights and financial products and services and any other products and services substantially similar to those offered by the Corporation on the date that Employee’s employment terminates. Employee’s obligations under this Section 7(a) shall terminate on the date a Change of Control occurs6. (b) During the term of this Agreement and throughout any further period that he is an officer or employee of the Corporation, and for a period of twelve (12) months from and after the date that Employee is (for any reason) no longer employed by the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by Employee, whichever is later, Employee covenants and agrees that he will not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, co-partner or in any other individual or representative capacity whatsoever induce any individuals to terminate their employment with the Corporation or the Bank.

Restrictive Covenants. You acknowledge and recognize the highly competitive nature of the businesses of the Company, and its subsidiaries and affiliates (acollectively, the “Company Group”). For purposes of this Agreement, “affiliate” means any person or entity that directly or indirectly, through one or more intermediaries, is controlled by or is under common control with the Company. Accordingly, you agree as follows: (i) During the term of this Agreement and throughout any further period that he is an officer or employee of your employment with the CorporationCompany, and for a period of twelve one year following your termination of employment, unless such termination occurs within 12 months after a Change in Control (12) months from and after the date that Employee is (for any reason) no longer employed by the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by Employee“Restricted Period”), whichever is later, Employee covenants and agrees that he you will not, directly or indirectly, either as a principalan employee, agent, employeeofficer, employerdirector, stockholderconsultant, co-partner owner, partner, shareholder or in any other individual or representative capacity whatsoever: (i) capacity: a. engage in a Competitive Business anywhere within a fifty (50) mile radius of or participate in any activity that competes directly or indirectly with any business conducted by the principal executive offices of the Corporation Company Group on the date Employee’s of your termination as to which you actively engaged or actively participated in during your employment terminates; or (ii) solicit, or assist with the Company; b. interfere with business relationships formed before the date of your termination of employment between any other person or business entity in soliciting, any depositors or other customers member of the Corporation Company Group and any third party, including, without limitation, its customers, regulators, providers, agents, brokers and suppliers; or c. solicit any customer or prospective customer of the Company Group with whom you had direct or indirect contact within two years prior to make deposits the date of your termination with the Company with respect to business or services in or competition with the business of the Company Group. Notwithstanding anything to become customers of any other financial institution conducting a Competitive Business. As used the contrary in this Agreement, you may, directly or indirectly, own securities of any person engaged in the term “Competitive Business” means all banking and financial products and services and business of any other products and services substantially similar to those offered by member of the Corporation Company Group which are publicly traded on a national or regional stock exchange or on the date that Employee’s employment terminates. Employee’s obligations under this Section 7(aover-the-counter market if you (A) shall terminate on the date are not a Change controlling person of, or a member of Control occursa group which controls, such person and (B) do not, directly or indirectly, own 3% or more of any class of securities of such person. (bii) During the term of this Agreement and throughout any further period that he is an officer or employee of the CorporationRestricted Period, and for a period of twelve (12) months from and after the date that Employee is (for any reason) no longer employed by the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by Employee, whichever is later, Employee covenants and agrees that he you will not, directly or indirectly, either as solicit or encourage any employee of any member of the Company Group to leave the employment of any member of the Company Group. (iii) You acknowledge that in connection with your employment, you will have access to and will learn information that is proprietary to, or confidential to the Company Group (collectively, “Confidential Information”). You agree that you will not at any time, directly or indirectly, use, publish, communicate, describe, disseminate, or otherwise disclose Confidential Information to any person or entity. The term Confidential Information shall include, without limitation, all information concerning Company’s products, procedures, policies, customers, members, providers, prospects, sales, prices, financial information, technical information, network information, employee information, marketing strategies, minutes of meetings and the terms of contracts with third parties. The provisions of this section regarding Confidential Information shall survive the termination of this Agreement indefinitely. It is expressly understood and agreed that although you and the Company consider the restrictions contained in this Section 11 to be reasonable, if a principal, agent, employee, employer, stockholder, co-partner final judicial determination is made by a court of competent jurisdiction that the time or in territory or any other individual restriction contained in this Agreement is an unenforceable restriction against you, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or representative capacity whatsoever induce indicate to be enforceable. Alternatively, if any individuals court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to terminate their employment with make it enforceable, such finding shall not affect the Corporation or enforceability of any of the Bankother restrictions contained herein.

Restrictive Covenants. (a) During the term of this Agreement and throughout any further period that he is an officer or employee In consideration of the Corporationtransactions contemplated by this Agreement, including the purchase of the Assets (and the goodwill associated therewith) and the Business, Seller and the Selling Person covenant to Buyer that, for a period of twelve (12) months from beginning on the Closing Date and continuing until five years after the date that Employee is Closing Date (for any reason) no longer employed by the Corporation or for a period “Non-Competition Period”), without the prior written consent of twelve Buyer (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant which consent may be withheld in the event sole and absolute discretion of Buyer), Seller, any Affiliate of Seller, the Selling Person, and any Affiliate of the Selling Person (each, a breach by Employee, whichever is later, Employee covenants and agrees that he “Covenanting Person”) will not, directly or indirectlyindirectly (in any capacity, either including as a shareholder, partner, member, investor, lender, principal, agentdirector, officer, employee, employerconsultant or agent of any other Person): (x) engage in, stockholder, co-partner or have any financial interest in any other individual Person that engages in, the business of marketing or representative capacity whatsoever: providing temporary or direct-hire staffing services within the 34 United States of America (ia “Competing Business”); (y) engage in a Competitive Business anywhere within a fifty (50) mile radius solicit or influence, or attempt to solicit or influence, any customer or any potential customer of the principal executive offices Business, Buyer or Buyer’s Affiliates, or any Person that is, or during the period preceding the Closing Date was, a purchaser of the Corporation on the date Employee’s employment terminatesservices from Seller, Buyer or their respective Affiliates, to purchase any staffing services from any Competing Business; or (iiz) solicit, entice, induce or assist hire any Person who is an employee, temporary personnel or billable staffing independent contractor of the Business, Buyer or Buyer’s Affiliates, or who becomes an employee, temporary personnel or billable staffing independent contractor of the Business, Buyer or Buyer’s Affiliates, to become employed or independently contracted by any other person or business entity in soliciting, any depositors or other customers of the Corporation to make deposits in Person or to become customers of any other financial institution conducting a Competitive Business. As used in this Agreement, the term “Competitive Business” means all banking and financial products and services and any other products and services substantially similar to those offered by the Corporation on the date that Employee’s employment terminates. Employee’s obligations under this Section 7(a) shall terminate on the date a Change of Control occurs. (b) During the term of this Agreement and throughout any further period that he is an officer leave his or employee of the Corporation, and for a period of twelve (12) months from and after the date that Employee is (for any reason) no longer employed by the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by Employee, whichever is later, Employee covenants and agrees that he will not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, co-partner or in any other individual or representative capacity whatsoever induce any individuals to terminate their her employment with the Corporation Business, Buyer or Buyer’s Affiliates or cease independently contracting for the BankBusiness, Buyer or Buyer’s Affiliates, or approach any such employee, temporary personnel or billable staffing independent contractor for such purpose or authorize or knowingly approve the taking of such actions by any other Person.

Restrictive Covenants. Employee hereby acknowledges that, as a result of Employee's employment by Employer hereunder, Employee will receive special training and education with respect to the operations of Employer's and/or Employer's affiliates' businesses and other related matters that is a trade secret of Employer or is otherwise held in confidence by employer, (a"Confidential Information"), and business and professional contacts. In consideration of such special and unique opportunities afforded by Employer and its affiliates to Employee as a result of Employee's employment, the Employee hereby agrees that Employee will not: 6.1 For sixty (60) During days after Employer or any of its affiliates no longer employs Employee (the term date on which such person no longer employs Employee is hereinafter referred to as the "Employment Termination Date"), directly or indirectly, alone or as a partner, joint venture, officer, director, member, employee, consultant, agent, independent contractor, or equity interest holder of, or lender to, any person or business, engage in any business that is in competition with any business in which Employer or any of its affiliates is engaged as of the Employment Termination Date (a "Competitive Business"), and that is within a 10-mile radius of any location at which Employer or any of its affiliates engages in such business at the time Employee commences to engage in such competitive activity. 6.2 For one (1) year after the Employment Termination Date, directly or indirectly (i) induce any person that is a customer of Employer or any of its affiliates to enter into any Contract with or otherwise patronize any business directly or indirectly in competition with the Competitive Business conducted by Employer or any of its affiliates; (ii) canvass, solicit, or accept from any person who is a customer of Employer or any of its affiliates any such Competitive Business; or (iii) request or advise any person who is a customer, vendor, or lessor of Employer or any of its affiliates, to withdraw, curtail, or cancel any such customer's, vendor's, or lessor's business with Employer or any of its affiliates; provided, however, that a general solicitation or advertisement originating outside of, and not specifically targeted to or reasonably expected to target, the territory as to which Employee is restricted from engaging in such competitive business as provided above under this Agreement at such time, will not be deemed in and of itself to violate the prohibitions of (i) or (ii) of this Agreement and throughout any further period that he is an officer or employee of Section 6.2. 6.3 For the Corporation, and for a period of twelve (12) months from and after the date that Employee is (for any reason) no longer employed by the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by Employee, whichever is later, Employee covenants and agrees that he will notEmployment Termination Date, directly or indirectlyindirectly employ, either as a principalor knowingly permit any affiliate of Employee to employ, agentany person whom Employer or any of its affiliates employed within the prior six months. 6.4 For one (1) year after the Employment Termination Date, employee, employer, stockholder, co-partner directly or in any other individual or representative capacity whatsoever: indirectly (i) engage in solicit for employment or other similar relationship with Employee, any of Employee's affiliates or any other person, any employee of Employer or any of its affiliates, or any person who was an employee of Employer or any of its affiliates, within the six-month period immediately preceding such solicitation of employment, other than such person (A) whose employment was terminated by the applicable person, or (B) who independently responded to a Competitive Business anywhere within a fifty (50) mile radius of the principal executive offices of the Corporation on the date general solicitation for employment by Employee or Employee’s employment terminates's affiliate; or (ii) solicitinduce, or assist attempt to induce, any employee of Employer or any of its affiliates, to terminate such employee's employment relationship with such person. 6.5 Employee will not use for Employee's personal benefit, disclose, communicate, divulge to, or use for the direct or indirect benefit of any person other than Employer or any of its affiliates any of such persons' Confidential Information. This Section 6.5 will apply during and after the period when Employee is an employee of Employer or any of its affiliates and will be in addition to (and not a limitation of) any legally applicable protections of Employer's interest in Confidential Information, trade secrets and the like. Employer acknowledges that "Confidential Information" does not include information which (a) was known to Employee before receipt from Employer; (b) is or becomes publicly available through no fault of Employee; (c) is rightfully received by Employee from a third party without a duty of confidentiality; (d) is disclosed by Employer to third party without a duty of confidentiality on the third party; (e) is independently developed by Employee without a breach of this Agreement; or (f) is disclosed by Employee with the Employer's prior written approval. Further, subject to Section 6.6 below, the Parties agree that "Confidential Information" does include general knowledge, skills and experience (including ideas, concepts, know-how and techniques) related to Employer's business ("General Knowledge") and that the subsequent use Employee of such General Knowledge as retained in his unaided memories, without reference to Confidential Information in written, electronic, or other fixed form, shall not constitute a breach of this Agreement. 6.6 Except for Employee's pre-existing unrelated intellectual property, as defined in the attached "Amendments to the Employment Agreement" (Exhibit B) and other copyrighted works, any and all writings, inventions, improvements, processes, procedures advances, discoveries, works of authorship, and/or techniques ("Developments") that Employee may make, conceive, discover, or develop, whether or not patentable, copyrightable, or protectable under mask works legislation or trademark laws, either solely or jointly with any other person, at any time during the Employment Term, whether or not during working hours and whether or not at the request or upon the suggestion of Employer or any of its affiliates, that relate to or are useful in connection with any business now or hereafter carried on or contemplated by Employer or such affiliate, including developments or expansions of its present fields of operations, will be Employer's sole and exclusive property. Employee hereby assigns to Employer and/or Employer's nominees all of Employee's right, title, and interest in any Developments, and hereby irrevocably designates and appoints Employer and each of Employer's duly authorized officers and agents as Employee's agent and attorney-in-fact to act for and in Employee's behalf and stead to execute and file any document and to do all other lawfully permitted acts to further the prosecution, issuance, and enforcement of Developments. Employee will make full disclosure to Employer of all such Developments and will do everything necessary or desirable to vest the absolute title thereto in Employer. Employee will write and prepare all specifications and procedures regarding such Developments and otherwise aid and assist Employer or any of its affiliates so that Employer or such affiliate, as the case may be, can prepare and present applications for copyright, letters patent therefor and can secure such copyright, letters patent, mask works, or trademark registrations, wherever possible, as well as reissues, renewals, and extensions thereof, and can obtain the record title to such copyright, letters patent, mask works, or trademark registrations so that Employer and/or its nominees will be the sole and absolute owner(s) thereof in all countries in which it may desire to have copyright, patent, mask work, or trademark protection. Employee will not be entitled to any additional or special compensation or reimbursement regarding any and all such Developments. These obligations will continue beyond the termination of employment for Developments that Employee conceives of or makes, in full or in part, during the Employment Term. Employer will pay Employee a reasonable hourly rate for work as well as Employee's out of pocket expenses incurred in connection with such work. These obligations will continue beyond the termination of employment for Developments that Employee conceives of or makes, in full or in part, during the Employment Term. 6.7 Notwithstanding the foregoing, the beneficial ownership of less than five percent (5%) of the equity interests of any person having a class of equity interests actively traded on a national securities exchange or business entity over-the-counter market will not be deemed, in solicitingand of itself, to breach the prohibitions of this Section 6. Employee agrees and acknowledges that the restrictions in this Section 6 are reasonable in scope and duration and are necessary to protect Employer and its affiliates. If any depositors provision of this Section 6, as applied to either Party or to any circumstance, is adjudged by a governmental body, arbitrator, or mediator not to be enforceable in accordance with its terms, the same will in no way affect any other circumstance or the enforceability of the remainder of this Agreement. If any such provision, or any part thereof, is held not to be enforceable in accordance with its terms because of the duration of such provision, the area covered thereby, or the scope of the activities covered, the Parties agree that the governmental body, arbitrator, or mediator making such determination will have the power to reduce the duration, area, and/or scope of activities of such provision, and/or to delete specific words or phrases, and in its reduced form such provision will then be enforceable in accordance with its terms and will be enforced. The Parties agree and acknowledge that the breach of any provision of this Section 6 will cause irreparable Damage to Employer and its 'affiliates and upon breach of any provision of this Section 6, Employer and its affiliates will be entitled to injunctive relief, specific performance, or other customers of equitable relief without bond or other security; provided, however, that the Corporation to make deposits foregoing remedies will in or to become customers of no way limit any other financial institution conducting a Competitive Businessremedies that Employer or its affiliates may have. As used in this AgreementEmployer may, the term “Competitive Business” means all banking without notifying Employee, notify any subsequent employer of Employee of Employee's rights and financial products and services and any other products and services substantially similar to those offered by the Corporation on the date that Employee’s employment terminates. Employee’s obligations under this Section 7(a) shall terminate on the date a Change of Control occurs6. (b) During the term of this Agreement and throughout any further period that he is an officer or employee of the Corporation, and for a period of twelve (12) months from and after the date that Employee is (for any reason) no longer employed by the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by Employee, whichever is later, Employee covenants and agrees that he will not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, co-partner or in any other individual or representative capacity whatsoever induce any individuals to terminate their employment with the Corporation or the Bank.

Restrictive Covenants. (a) During 9.1 The Executive agrees that restrictions on his activities during and after his employment are necessary to protect the term of this Agreement goodwill, Confidential Information and throughout any further period that he is an officer or employee other legitimate interests of the CorporationCompany and its Subsidiaries, and that the agreed restrictions set forth below will not deprive the Executive of the ability to earn a livelihood: (A) While the Executive is in the employment of the Company and, if the Executive is entitled to benefits under Section 6.1 hereof upon termination of employment, for a period of twelve twenty-four (1224) months from and after such termination of employment (the date that Employee is (for any reason) no longer employed by “Non-Competition Period”), the Corporation or for a period Executive shall not, without the express written consent of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant Company, in the event United States of a breach by Employee, whichever is later, Employee covenants and agrees that he will notAmerica, directly or indirectlyindirectly (i) enter into the employ of or render any services to any person, either firm or corporation engaged in any Competitive Business; (ii) engage in any Competitive Business for his own account or (iii) become interested in any Competitive Business as a an individual, partner, shareholder, creditor, director, officer, principal, agent, employee, employerconsultant, stockholder, co-partner advisor or in any other individual relationship or representative capacity whatsoever: (i) engage capacity; provided, however, that nothing contained in a Competitive Business anywhere within a fifty (50) mile radius this Section shall be deemed to prohibit the Executive from acquiring, solely as an investment through market purchases, securities of any corporation which are registered under Section 12 of the principal executive offices of the Corporation on the date Employee’s employment terminates; or (ii) solicit, or assist any other person or business entity in soliciting, any depositors or other customers of the Corporation to make deposits in or to become customers Exchange Act and which are publicly traded so long as he is not part of any other financial institution conducting a Competitive Business. As used group in this Agreement, the term “Competitive Business” means all banking and financial products and services and any other products and services substantially similar to those offered by the Corporation on the date that Employee’s employment terminates. Employee’s obligations under this Section 7(a) shall terminate on the date a Change control of Control occurssuch corporation. (bB) During The Executive agrees that during the term Non-Competition Period or in connection with any termination of this Agreement and throughout employment pursuant to which the Executive is entitled to benefits under Section 6.1, the Executive will not, either directly or through any further period that he is an officer agent or employee, Solicit any employee of the CorporationCompany or any of its Subsidiaries to terminate his or her relationship with the Company or any of its Subsidiaries or to apply for or accept employment with any enterprise competitive with the business of the Company, or Solicit any customer, supplier, licensee or vendor of the Company or any of its Subsidiaries to terminate or materially modify its relationship with them, or, in the case of a customer, to conduct with any person any business or activity which such customer conducts or could conduct with the Company or any of its Subsidiaries. (C) The Executive acknowledges that the Company and its Subsidiaries continually develop Confidential Information, that the Executive may develop Confidential Information for the Company or its Subsidiaries and that the Executive may learn of Confidential Information during the course of his employment under this Agreement. The Executive will comply with the policies and procedures of the Company and its Subsidiaries for protecting Confidential Information and shall never disclose to any person (except as required by applicable law or legal process or for the proper performance of his duties and responsibilities to the Company and its Subsidiaries, or in connection with any litigation between the Company and the Executive (provided that the Company shall be afforded a reasonable opportunity in each case to obtain a protective order)), or use for his own benefit or gain, any Confidential Information obtained by the Executive incident to his employment or other association with the Company or any of its Subsidiaries. The Executive understands that this restriction shall continue to apply after his employment terminates, regardless of the reason for such termination. All documents, records, tapes and other media of every kind and description relating to the business, present or otherwise, of the Company or its Subsidiaries and any copies, in whole or in part, thereof (the “Documents”), whether or not prepared by the Executive, shall be the sole and exclusive property of the Company and its Subsidiaries. The Executive shall safeguard all Documents and shall surrender to the Company at the time his employment terminates, or at such earlier time or times as the Board or its designee may specify, all Documents then in the Executive’s possession or control. (D) Without limiting the foregoing, it is understood that the Company shall not be obligated to make any of the payments or to provide for any of the benefits specified in Section 6.1, and for a period shall be entitled to recoup the pro rata portion of twelve (12) months from any such payments and after of the date that Employee is (for value of any reason) no longer employed by such benefits previously provided to the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant Executive in the event of a material breach by Employee, whichever is later, Employee covenants and agrees that he will not, directly or indirectly, either the Executive of the provisions of this Section 9 (such pro ration to be determined as a principalfraction, agentthe numerator of which is the number of days from such breach to the second anniversary of the date on which the Executive terminates employment and the denominator of which is 730), employee, employer, stockholder, co-partner or which breach continues without having been cured within fifteen (15) calendar days after written notice to the Executive specifying the breach in any other individual or representative capacity whatsoever induce any individuals to terminate their employment with the Corporation or the Bankreasonable detail.

Restrictive Covenants. (a) During the term 15.1 In consideration of this Agreement and throughout any further period that he is an officer or employee as a condition of the CorporationCompany entering into this Agreement, the Executive undertakes with the Company (both for itself and as trustee for a period each of twelve (12the Group Companies) months from and after the date that Employee is (for any reason) no longer employed by the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by Employee, whichever is later, Employee covenants and agrees that he will not, directly or indirectlyindirectly:- (a) for a period of 6 months after the Termination Date carry on, either or be interested in a Competing Business; (b) for a period of 6 months after the Termination Date act as a principalconsultant, agent, employee, employer, stockholder, co-partner employee or officer or in any other individual or representative capacity whatsoever: (i) engage in a Competitive Business anywhere within Competing Business; (c) for a fifty period of 6 months after the Termination Date employ or engage as a worker, consultant or otherwise, any Senior Employee; (50d) mile radius for a period of 9 months after the Termination Date supply or seek to supply, Restricted Goods or Services to a Client or Prospective Client; (e) for a period of 9 months after the Termination Date, induce or endeavour to induce a Client or Prospective Client not to enter into any contract or arrangement with the Company or any Group Company for the supply of Restricted Goods or Services; (f) for a period of 9 months after the Termination Date, solicit the goods or services of or otherwise deal with any supplier of the principal executive offices Company or any Group Company with whom the Executive or any employee reporting directly to the Executive had any dealings during the Relevant Period or in relation to which the Executive was aware of material Confidential Information; or (g) for a period of 9 months after the Termination Date, solicit or entice away or endeavour to solicit or entice away from any Group Company any Senior Employee. 15.2 Nothing in clause 0 above shall prevent the Executive being interested in: (a) a company whose shares or other securities are listed on any securities exchange or market provided he does not hold and is not interested directly or indirectly in shares or securities conferring more than 3% of the Corporation on the date Employee’s employment terminates; or (ii) solicit, or assist any other person or business entity in soliciting, any depositors or other customers votes that could be cast at a general meeting of the Corporation to make deposits in or to become customers of any other financial institution conducting a Competitive Business. As used in this Agreement, the term “Competitive Business” means all banking and financial products and services and any other products and services substantially similar to those offered by the Corporation on the date that Employee’s employment terminates. Employee’s obligations under this Section 7(a) shall terminate on the date a Change of Control occurs.body corporate; or (b) During any unlisted securities provided the term of this Agreement Executive does not hold (and throughout any further period that he is an officer not directly or employee indirectly interested in) shares or securities conferring more than 5% of the Corporationvotes that could be cast at a general meetings of that body corporate. 15.3 After the termination of the Executive’s employment for whatever reason or, and for a period of twelve (12) months from and after the date that Employee is (for any reason) no longer employed by the Corporation or for a period of twelve (12) months from if later, the date of entry by his ceasing to be a court director of competent jurisdiction the Company, the Executive will not without the written approval of a final judgment enforcing this covenant the Board represent himself or permit himself to be held out as being in any way connected with or interested in the event business of a breach by Employee, whichever is later, Employee covenants the Company and agrees after that termination he will not, directly not without the written approval of the board of directors of the Company concerned represent himself or indirectly, either permit himself to be held out as a principal, agent, employee, employer, stockholder, co-partner or being in any other individual or representative capacity whatsoever induce any individuals to terminate their employment way connected with the Corporation business of any other Group Company except if and for so long as he remains a director or an employee of that Group Company. 15.4 The following expressions shall have the Bank.following meanings for the purposes of this Clause:-

Restrictive Covenants. (a) During In consideration of the term of Company and EFH Co. entering into this Agreement with Executive and throughout hereby promising and committing themselves to provide Executive with Confidential Information and/or specialized training after Executive executes this Agreement, Executive shall not, directly or indirectly: (i) at any further period time during or after the Employment Term, disclose any Confidential Information pertaining to the business of EFH Co., the Company, the Sponsor Group, or any of their respective Affiliates, except when required to perform her duties to EFH Co., the Company or one of its Affiliates, or by law or judicial process, provided that he is Executive gives the Company reasonable notice of any legal or judicial proceeding requiring Executive to disclose Confidential Information and an officer or employee opportunity to challenge the disclosure of any such information, and Executive agrees to provide such reasonable notice in writing to: ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, 41st Floor (ii) at any time during the Corporation, Employment Term and for a period of eighteen (18) months thereafter (the “Non-Compete Period”), directly or indirectly, act as a proprietor, investor, director, officer, employee, substantial stockholder, consultant, or partner in any Competing Business in Texas or any other geographic area in which Texas Energy Future Holdings Limited Partnership, the Company or any of their respective subsidiaries operates or conducts business; or (iii) at any time during the Employment Term and for a period of eighteen (18) months thereafter, directly or indirectly (A) solicit customers or clients of EFH Co., the Company or any of its Affiliates to terminate their relationship with EFH Co., the Company or any of its Affiliates or otherwise solicit such customers or clients to compete with any business of EFH Co., the Company or any of its Affiliates, or (B) solicit or offer employment to any person who is, or has been at any time during the twelve (12) months from and after immediately preceding the date that Employee is (for any reason) no longer termination of Executive's employment, employed by EFH Co., the Corporation Company or any of its Affiliates; provided that in each of (ii) and (iii) above, such restrictions shall not apply with respect to any member of the Sponsor Group or any of its Affiliates that is not engaged in any business that competes, directly or indirectly, with the Company or any of its subsidiaries in any geographic area where they operate. Notwithstanding the foregoing, for the purposes of this Section 8(a), (A) Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business of EFH Co., the Company or its Affiliates that are publicly traded on a period of twelve national or regional stock exchange or quotation system or on the over-the-counter market if Executive (12I) months from the date of entry by is not a court of competent jurisdiction controlling person of, or a member of a final judgment enforcing this covenant in the event of a breach by Employeegroup which controls, whichever is later, Employee covenants such Person and agrees that he will (II) does not, directly or indirectly, either own 5% or more of any class of securities of such Person, and (B) Section 8(a)(ii) shall not be violated by reason of any exercise of tag-along rights under the Sale Participation Agreement, by and between the Company (and related parties) and Executive (the “Sale Participation Agreement”) or Drag Transaction (as a principal, agent, employee, employer, stockholder, co-partner or defined in any other individual or representative capacity whatsoever: (ithe Sale Participation Agreement) engage in a Competitive Business anywhere within a fifty (50) mile radius of the principal executive offices of the Corporation on that may occur after the date Employee’s employment terminates; or (ii) solicit, or assist any other person or business entity in soliciting, any depositors or other customers of the Corporation to make deposits in or to become customers of any other financial institution conducting a Competitive Business. As used in this Agreement, the term “Competitive Business” means all banking and financial products and services and any other products and services substantially similar to those offered by the Corporation on the date that Employee’s employment terminates. Employee’s obligations under this Section 7(a) shall terminate on the date a Change of Control occurshereof. (b) During Notwithstanding clause (a) above, if at any time a court holds that the term restrictions stated in such clause (a) are unreasonable or otherwise unenforceable under circumstances then existing, the Parties hereto agree that the maximum period, scope or geographic area determined to be reasonable under such circumstances by such court will be substituted for the stated period, scope or area. Because Executive's services are unique and because Executive has had access to Confidential Information, the Parties hereto agree that money damages will be an inadequate remedy for any breach of this Agreement and throughout any further period that he is an officer or employee of the Corporation, and for a period of twelve (12) months from and after the date that Employee is (for any reason) no longer employed by the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in Agreement. In the event of a breach or threatened breach of this Agreement, EFH Co., the Company or their respective successors or assigns may, in addition to other rights and remedies existing in their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive relief in order to enforce, or prevent any violations of, the provisions hereof (without the posting of a bond or other security). Notwithstanding the foregoing, in the event Executive breaches the covenants set forth in this Section 8, the Company's rights and remedies with respect Executive's Options, Option Stock, and Stock and payments related thereto, as those terms are defined in the Management Stockholder's Agreement, by Employeeand between the Company (and related parties) and Executive (the “Management Stockholder's Agreement”) shall be limited to those set forth in Section 22(c) of the Management Stockholder's Agreement. (c) For purposes of this Agreement, whichever is later, Employee covenants and agrees that he will not, directly or indirectly, either the terms listed below shall be defined as a principal, agent, employee, employer, stockholder, co-partner or in any other individual or representative capacity whatsoever induce any individuals to terminate their employment with the Corporation or the Bank.follows:

Restrictive Covenants. (a) During the term Employment Term and, in the event that the Employee's employment is terminated for any reason (including the non-renewal of this Agreement and throughout in accordance with Section 2(b) above), during the 12-month period following such termination, for herself or on behalf of any further period that he is an officer other person, firm or employee of entity, the Corporation, and for a period of twelve (12) months from and after the date that Employee is (for any reason) no longer employed by the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by Employee, whichever is later, Employee covenants and agrees that he will not, not directly or indirectly, either as a principal, agent, employee, employer, stockholder, co-partner : (i) induce or attempt to induce any employee of any of the Companies to leave the employ of the Companies or in any other individual or representative capacity whatsoever: (i) engage in a Competitive Business anywhere within a fifty (50) mile radius way interfere with the relationship between any of the principal executive offices of the Corporation on the date Employee’s employment terminates; or Companies and any employee thereof; (ii) solicitcall on or contact any supplier or customer of the Companies or any agent of the Companies for the purpose of soliciting, diverting or taking away any such supplier, customer or agent from the Companies; and (iii) hire, engage, send any work to, place orders with, or assist in any other manner be associated with any supplier, contractor, subcontractor or business relation of any of the Companies if such action by her would have an adverse effect on the business, assets, financial condition or prospects of any of the Companies, or interfere with the relationship between any such person or business entity in soliciting, and any depositors or other customers of the Corporation to make deposits in or to become customers of any other financial institution conducting a Competitive Business. As used in this Agreement, the term “Competitive Business” means all banking and financial products and services and any other products and services substantially similar to those offered by the Corporation on the date that Employee’s employment terminates. Employee’s obligations under this Section 7(a) shall terminate on the date a Change of Control occursCompanies. (b) During In connection with the term foregoing provisions of this Agreement Section 9, the Employee represents that her experience, capabilities and throughout any circumstances are such that such provisions will not prevent her from earning a livelihood. The Employee further period agrees that he is an officer or employee the limitations set forth in this Section 9 (including, without limitation, time limitations) constitute the "legitimate business interests" of the CorporationCompanies within the meaning of Florida Statutes 542.335 and are hereby conclusively agreed to be legally sufficient to support such covenants. Such "legitimate business interests" include but are not necessarily limited to trade secrets; valuable confidential business or professional information that does not legally qualify as trade secrets; substantial relationships with specific prospective or existing customers or clients; customer or client good will associated with an ongoing business, by way of trade name, trademark, service mark or "trade dress", in a specific geographic location and for a period spe▇▇▇▇c marketing or trade area; and extraordinary or specialized training. It is further acknowledged and agreed that all such restrictive covenants set forth above are reasonably necessary to protect the legitimate business interests of twelve (12) months from the Companies and after are not overbroad or unreasonable. It is acknowledged and agreed that the date Company is specifically relying upon the foregoing statements in entering into this Employment Agreement. It is understood that Employee is (for any reason) no longer employed the covenants made by the Corporation Employee in this Section 9 (and in Section 6 hereof) shall survive the expiration or for a period termination of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by Employee, whichever is later, Employee covenants and agrees that he will not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, co-partner or in any other individual or representative capacity whatsoever induce any individuals to terminate their employment with the Corporation or the BankAgreement.

Restrictive Covenants. While employed by PMA Capital and through the period ending eighteen (a18) During the term months after termination of this Agreement employment (whether voluntary or involuntary and throughout any further period that he is an officer or employee regardless of the Corporationreason for termination), and for a with such period of restriction being increased to twenty-four (24) months after termination of employment within twelve (12) months from and after the date that Employee is (for any reason) no longer employed by the Corporation or for following a period of twelve (12) months Change in Control, Executive agrees that, unless he obtains written approval in advance from the date Chief Executive Officer of entry by a court PMA Capital, he shall not, except on behalf of competent jurisdiction of a final judgment enforcing this covenant PMA Capital, in the event of a breach by Employee, whichever is later, Employee covenants and agrees that he will notany way, directly or indirectly: (a) engage in any business that directly competes with PMA Capital within any geographic territory in which PMA Capital operates or is doing business, either individually or as a principal, an agent, employee, employerconsultant, partner, officer, director, stockholder, co-partner proprietor, owner or in otherwise, of any other individual person, firm, corporation or representative capacity whatsoever: organization; provided, however, that ownership of less than one (i1%) engage in a Competitive Business anywhere within a fifty (50) mile radius percent of the principal executive offices of the Corporation on the date Employee’s employment terminates; or (ii) solicit, or assist any other person or business entity in soliciting, any depositors or other customers of the Corporation to make deposits in or to become customers outstanding stock of any other financial institution conducting publicly traded corporation will not be deemed to be a Competitive Business. As used in violation of this Agreement, the term “Competitive Business” means all banking and financial products and services and any other products and services substantially similar to those offered by the Corporation on the date that Employee’s employment terminates. Employee’s obligations under this Section 7(a) shall terminate on the date a Change of Control occurs.restrictive covenant; (b) During contact, employ, hire, solicit or attempt to persuade any person or entity that has at any time within the term one (1) year period before the termination of Executive’s employment been an employee, agent, broker or independent contractor of PMA Capital to terminate his, her or its relationship with PMA Capital or do any act that may result in the impairment of the relationship between PMA Capital on the one hand and the employees, agents, brokers or independent contractors of PMA Capital on the other hand; (c) contact, solicit, serve or sell to, in furtherance of or in the context of any business that directly competes with PMA Capital, any person or entity that has at any time within the one (1) year period before the termination of Executive’s employment been a client, customer, agent or broker or a prospective client, customer, agent or broker of PMA Capital or attempt to persuade any such person or entity to purchase or otherwise acquire or use any product(s) or service(s) offered by any business of the same or similar nature as products or services offered by PMA Capital. (For purposes of this sub-paragraph, a “prospective client, customer, agent or broker” means a person or entity with whom or which PMA Capital has had direct contact and made a proposal to provide products or services.); or (d) engage in any activities or make any statements that may disparage or reflect negatively on PMA Capital, its Directors, Officers or employees, except as required to enforce the provisions of this Agreement and throughout or any further period that he is an officer or employee of the Corporation, and for a period of twelve (12) months from and after the date that Employee is (for any reason) no longer employed by the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by Employee, whichever is later, Employee covenants and agrees that he will not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, co-partner or in any other individual or representative capacity whatsoever induce any individuals to terminate their employment with the Corporation or the BankBenefits plans.

Restrictive Covenants. Executive and the Company agree that the Company would suffer irreparable harm and incur substantial damage if Executive were to enter into Competition (as defined herein) with the Company. Therefore, in order for the Company to protect its legitimate business interests, Executive agrees as flows: (a) During Without prior written consent of the term Company, Executive shall not, during the period of this Agreement employment with the Company, directly or indirectly, invest or engage in any business that is Competitive (as defined herein) with the Business of the Company or accept employment or render services to a Competitor (as defined herein) if the Company as a director, officer, agent, employee or consultant or solicit or attempt to solicit or accept business the is Competitive with the Business of the Company, except that Executive may own up to five percent (5%) of any outstanding class of securities of any company registered under Section 12 of the Securities Exchange Act of 1934, as amended. (b) Without prior written consent of the Company and throughout upon any further termination of Executive's employment with the Company and for a period of twelve (12) months thereafter, Executive shall not, either directly or indirectly, (i), invest or engage in any business that is Competitive (as defined herein) with the Business of the Company, except that Executive may own up to five percent (5%) of any outstanding class of securities of any company registered under Section 12 of the Securities Exchange Act of 1934, as amended, (ii) accept employment with or render services to a Competitor of the Company as a director, officer, agent, employee or consultant unless he is an officer or employee serving in a capacity that has no relationship to the Competitor's business that is Competitive with the Business of the CorporationCompany, or (iii) solicit, attempt to solicit or accept business Competitive with the Business of the Company from any of the customers of the Company at the time of his termination or within twelve (12) months prior thereto or from any person or entity whose business the Company was soliciting at such time. (c) Upon termination of his employment with the Company, and for a period of twelve (12) months from and after the date that Employee is (for any reason) no longer employed by the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by Employeethereafter, whichever is later, Employee covenants and agrees that he will Executive shall not, either directly or indirectly, either as a principalengage, agenthire, employee, employer, stockholder, co-partner employ or solicit in any other individual or representative capacity whatsoever: (i) engage in a Competitive Business anywhere within a fifty (50) mile radius manner whatsoever the employment of an employee of the principal executive offices Company. (f) For purposes of the Corporation on the date Employee’s employment terminates; or (ii) solicit, or assist any other person or business entity in soliciting, any depositors or other customers of the Corporation to make deposits in or to become customers of any other financial institution conducting a Competitive Business. As used in this Agreement, a business or activity is in "Competition of Competitive" with the term “Competitive Business” means all banking Business of the Company if it involves, and financial products and services and a person or entity is a "Competitor", if that person or entity is engaged in, or about to become engaged in, the research, development, design, manufacturing, marketing or selling of a specific product or technology that resembles, competes, or is designed to compete, with, or has applications similar to any product or technology for which the Company has obtained or applied for a patent or made disclosures, or any product or technology involving any other products and services substantially similar to those offered proprietary research or development engaged in or conducted by the Corporation on the date that Employee’s employment terminates. Employee’s obligations under this Section 7(a) shall terminate on the date a Change of Control occurs. (b) During Company during the term of this Agreement and throughout any further period that he is an officer or employee of the Corporation, and for a period of twelve (12) months from and after the date that Employee is (for any reason) no longer employed by the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by Employee, whichever is later, Employee covenants and agrees that he will not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, co-partner or in any other individual or representative capacity whatsoever induce any individuals to terminate their Executive's employment with the Corporation or the BankCompany.

Restrictive Covenants. Unless otherwise determined by the Committee in its sole discretion, by accepting the Option, the Optionee acknowledges that the Optionee is bound by the following restrictive covenants (the “Restrictive Covenants”): (a) Except to the extent (1) expressly authorized in writing by the Company or (2) required by law or any legal process, the Optionee shall not at any time during the Optionee’s Employment with the Company or any of its Affiliates or following the date the Optionee’s Employment terminates use, disseminate, disclose or divulge to any person or to any firm, corporation, association or other business entity, Confidential Information (as defined in Section 21 herein) or proprietary Trade Secrets (as defined in Section 21 herein) of the Company or any of its Affiliates; (b) The Optionee shall not at any time during the Optionee’s Employment with the Company or any of its Affiliates or following the date the Optionee’s Employment terminates make any derogatory, disparaging or critical negative statements, orally, written or otherwise, against the Company or any of its Affiliates or any of their respective directors, officers and employees; (c) During the term Restricted Period (as defined in Section 21 herein), the Optionee shall not become employed in any capacity by, or become an officer, employee, director, agent, consultant, shareholder or partner of, or perform any services for, or otherwise hold an interest (other than the ownership of this Agreement and throughout any further period that he is an officer or employee less than 5% of the Corporation, and for a period of twelve (12) months from and after the date that Employee is (for any reason) no longer employed by the Corporation stock or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction other equity interests of a final judgment enforcing this covenant publicly traded firm or corporation) in, any Competitor (as defined in Section 21 herein) of the event Company or any of a breach by Employeeits Affiliates; (d) During the Restricted Period, whichever is later, Employee covenants and agrees that he will not, the Optionee shall not directly or indirectly, either as a principal, agent, employee, employer, stockholder, co-partner on his or in her own behalf or on behalf of any other individual person or representative capacity whatsoever: (i) engage in a Competitive Business anywhere within a fifty (50) mile radius of the principal executive offices of the Corporation on the date Employee’s employment terminates; entity, solicit or (ii) solicithire, attempt to solicit or hire, or assist any other person in soliciting or business entity in solicitinghiring any employee, any depositors agent or other customers contractor of the Corporation Company or any of its Affiliates or induce any employee, agent or contractor of the Company or any of its Affiliates to make deposits in terminate his or to become customers her or her Employment or cease doing business with the Company or any of its Affiliates for any other financial institution conducting a Competitive Business. As used in this Agreement, the term “Competitive Business” means all banking and financial products and services and any other products and services substantially similar to those offered by the Corporation on the date that Employee’s employment terminates. Employee’s obligations under this Section 7(a) shall terminate on the date a Change of Control occurs.reason whatsoever; and (be) During the term of this Agreement and throughout any further period that he is an officer or employee of Restricted Period, the Corporation, and for a period of twelve (12) months from and after the date that Employee is (for any reason) no longer employed by the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by Employee, whichever is later, Employee covenants and agrees that he will not, Optionee shall not directly or indirectly, either on his or her own behalf or on behalf of any other person or entity, including any Competitor of the Company or any of its Affiliates, (1) engage in any business transaction or relationship or perform any services in any material way competitive with the Company or any of its Affiliates with or for a client or prospective client of the Company or any of its Affiliates or (2) interfere with any business relationship between the Company or any of its Affiliates and any client or prospective client of the Company or any of its Affiliates or induce any client or prospective client to discontinue any business relationship with the Company or any of its Affiliates or to refrain from entering into a business relationship or transaction with the Company or any of its Affiliates. The Restrictive Covenants are in addition to and do not supersede any rights the Company may have in law or at equity or under any other agreement. By accepting the Option, the Optionee shall further agree that it is impossible to measure in money the damages which will accrue to the Company or any of its Affiliates in the event the Optionee breaches the Restrictive Covenants. Therefore, if the Company or any of its Affiliates shall institute any action or proceeding to enforce the provisions hereof, the Optionee shall agree to waive the claim or defense that the Company or any of its Affiliates has an adequate remedy at law and the Optionee shall agree not to assert in any such action or proceeding the claim or defense that the Company or any of its Affiliates has an adequate remedy at law. If at any time (including after a notice of exercise has been delivered) the Committee reasonably believes that the Optionee has breached any of the Restrictive Covenants described in Sections 10(a) through 10(e), the Committee may suspend the Optionee’s right to exercise any Option pending a good faith determination by the Committee of whether any such Restrictive Covenant has been breached. If the Committee determines in good faith that the Optionee has breached any such Restricted Covenants, the Optionee shall immediately forfeit any outstanding unvested Options and any vested but unexercised Options and shall repay to the Company, upon demand, any Exercised Shares. The Optionee shall also be required to repay to the Company, in cash and upon demand, any proceeds resulting from the sale or other disposition (including to the Company) of Exercised Shares. The foregoing shall not prejudice the Company’s right to require the Optionee to account for and pay over to the Company on a pre-tax basis any profit obtained by the Optionee as a principal, agent, employee, employer, stockholder, co-partner or in result of any other individual or representative capacity whatsoever induce any individuals to terminate their employment with transaction constituting a breach of the Corporation or the BankRestrictive Covenants.

Restrictive Covenants. The Executive acknowledges that, given his position and functions with the Company and his privileged relationships with the Company’s customers, suppliers, employees and Acquisition Targets, he would have an unfair advantage and be in a position to cause serious and irreparable harm to the Company in the event he were to interfere with the Company’s relationship with its Acquisition Targets, customers, suppliers or employees. Accordingly, the Executive covenants and agrees to each of the following: (a1) During the term of this Agreement and throughout any further period that that, for so long as he is an officer or employee of the Corporation, Company and for a period of twelve (12) months from and after immediately following the date that Employee is (on which he ceases to be an employee of the Company, for any whatever reason) no longer employed by the Corporation , whether voluntary or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by Employeeinvoluntary, whichever is later, Employee covenants and agrees that he will notnot either individually, directly in any manner whatsoever on his own account, or indirectlyin partnership or jointly or in conjunction with or on behalf of any other Person, either whether as a an employee, principal, agent, employeeofficer, employerdirector, stockholderpartner, co-partner consultant, advisor, distributor, dealer, contractor, trustee, lender, shareholder or in any other individual manner or representative capacity whatsoever: (i) engage in a Competitive Business anywhere within a fifty (50) mile radius , directly or indirectly solicit or contact any Acquisition Target for the purpose of encouraging such Acquisition Target not to sell to the principal executive offices of the Corporation on the date Employee’s employment terminates; Company or (ii) solicit, or assist to sell such Acquisition Target to any other person or business entity in soliciting, any depositors or other customers of the Corporation to make deposits in or to become customers of any other financial institution conducting a Competitive Business. As used in this Agreement, the term “Competitive Business” means all banking and financial products and services and any other products and services substantially similar to those offered by the Corporation on the date that Employee’s employment terminates. Employee’s obligations under this Section 7(a) shall terminate on the date a Change of Control occurs.Person; (b2) During the term of this Agreement and throughout any further period that that, for as long as he is an officer or employee of the Corporation, Company and for a period of twelve (12) months from and after immediately following the date that Employee on which he ceases to be an employee of the Company, for whatever reason, whether voluntary or involuntary, he will not, either individually, on his own account, or in partnership or jointly or in conjunction with or on behalf of any other Person, whether as an employee, principal, agent, officer, director, partner, consultant, advisor, distributor, dealer, contractor, trustee, lender, shareholder (except for ownership of not more than five percent (5%) of the outstanding stock of any corporation or entity, the securities of which are traded on a regular basis on recognized securities exchanges or in over-the-counter markets, and in which the Executive’s involvement is purely passive), or in any manner or capacity whatsoever, directly or indirectly, anywhere in the Territory, be employed by, render services to, carry on or be engaged in, or be concerned with or be interested in or advise, lend money to, guarantee the debts or obligations of, or in any manner assist, advise or participate in the management, operation or control of any business (in whatever form) which competes, anywhere in the Territory, with the Business of the Company, in whole or in part; (3) that, for any reason) no longer employed by as long as he is an employee of the Corporation or Company and for a period of twelve (12) months from immediately following the date on which he ceases to be an employee of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by EmployeeCompany, whichever is laterfor whatever reason, Employee covenants and agrees that whether voluntary or involuntary, he will not, directly or indirectly, either in any manner whatsoever, on his own account, or on behalf of any other Person, solicit or contact any Customer or Prospective Customer of the Company for the purpose of (i) selling or providing to such Customer or Prospective Customer any product or service that is the same as or substantially similar to or competitive with any product or service sold, supplied or offered for sale by the Company at the applicable time and/or (ii) encouraging such Customer to cease doing business with the Company or reduce its level of business with the Company or encouraging such Prospective Customer not to do business with the Company or to reduce its expected level of business with the Company; or (4) that, for as long as he is an employee of the Company and for a principalperiod of twelve (12) months immediately following the date on which he ceases to be an employee of the Company, agentfor whatever reason, whether voluntary or involuntary, he will not, directly or indirectly, in any manner whatsoever, on his own account, or on behalf of any other Person, (i) solicit, induce, persuade or encourage, or otherwise cause or attempt to cause any employee, employerindependent contractor or consultant to the Company to terminate, stockholder, co-partner in whole or in part, his employment, contract or consulting agreement or relationship with, or to cease providing services to the Company and who was employed or engaged by the Company in the twelve (12) months prior to the termination of the Executive’s employment, for any other individual or representative capacity whatsoever induce any individuals to terminate their employment with the Corporation or the Bankreason.

Restrictive Covenants. (a) During the term of this Agreement and throughout any further period that he is an officer or employee of the CorporationRestricted Period (defined below), and for a period of twelve (12) months from and after the date that Employee is (for any reason) no longer employed by the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by Employee, whichever is later, Employee covenants and agrees that he --------------------- Executive will not, directly or indirectly, either for Executive's own account or for or on behalf of any other person or entity, whether as a principalan officer, agentdirector, employee, employerpartner, stockholderprincipal, co-partner joint venturer, consultant, investor, shareholder, independent contractor or otherwise: (a) engage in any other individual business in competition with the then teleconferencing business of the VIALOG Group; (b) solicit or representative capacity whatsoever: accept business in competition with the VIALOG Group from any (i) engage in a Competitive Business anywhere within a fifty (50) mile radius clients of the principal executive offices VIALOG Group who were clients of the Corporation on VIALOG Group at the date Employee’s employment terminates; time of the termination of Executive's employment, or who were clients during the one (1) year period preceding such termination, or (ii) solicitany prospective clients of the VIALOG Group who, within two (2) years prior to such termination, had been solicited directly by Executive or where Executive supervised or participated in such solicitation activities; or (c) hire or employ, or assist attempt to hire or employ, in any other person fashion (whether as an employee, independent contractor or business entity in solicitingotherwise), any depositors employee or other customers independent contractor of the Corporation VIALOG Group, or solicit or induce, or attempt to make deposits solicity or induce, any of the VIALOG Group's employees, consultants, clients, customers, vendors, suppliers, or independent contractors to terminate their relationship with the VIALOG Group; or (d) speak or act in any manner that is intended to, or to become customers does in fact, damage the goodwill or the business or reputation of any other financial institution conducting a Competitive Businessthe VIALOG Group. As used in For purposes of this Agreement, the Restricted Period will be a period beginning at the Effective Time, as that term “Competitive Business” means all banking is defined in the Acquisition Agreements, and financial products and services and ending three (3) years after the Effective Time. Executive may own not more than 5 percent of any class of securities registered pursuant to the Securities Exchange Act of 1934, as amended, of any corporation engaged in competition with the VIALOG Group so long as Executive does not otherwise (i) participate in the management or operation of any such business, or (ii) violate any other products provision of this Agreement. Executive understands and services substantially similar agrees that, by virtue of Executive's position with the Company, Executive will have substantial access to those offered by the Corporation and impact on the date good will, confidential information and other legitimate business interests of the VIALOG Group, and therefore will be in a position to have a substantial adverse impact on the VIALOG Group's business interests should Executive engage in business in competition with the VIALOG Group. Executive acknowledges that Employee’s employment terminates. Employee’s obligations Executive's adherence to the restrictive covenants set forth in this Section is an important and substantial part of the consideration that the Company is receiving under this Section 7(a) shall terminate on the date a Change of Control occurs. (b) During the term of this Agreement and throughout any further period that he is an officer or employee of the CorporationAgreement, and for a period of twelve (12) months from and after the date that Employee is (for any reason) no longer employed by the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by Employee, whichever is later, Employee covenants and agrees that he will notthe restrictive covenants in this Section are enforceable in all respects. Executive consents to the entry of injunctive relief to enforce such covenants, directly or indirectly, either as a principal, agent, employee, employer, stockholder, co-partner or in any addition to such other individual or representative capacity whatsoever induce any individuals relief to terminate their employment with which the Corporation or the BankCompany may be entitled by law.

Restrictive Covenants. You acknowledge and recognize the highly competitive nature of the businesses of the Company, and its subsidiaries and affiliates (acollectively, the “Company Group”). For purposes of this Agreement, “affiliate” means any person or entity that directly or indirectly, through one or more intermediaries, is controlled by or is under common control with the Company. Accordingly, you agree as follows: (i) During the term of this Agreement and throughout any further period that he is an officer or employee of your employment with the CorporationCompany Group, and for a period of twelve one year following your termination of employment, unless such termination occurs within 12 months after a Change in Control (12) months from and after the date that Employee is (for any reason) no longer employed by the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by Employee“Restricted Period”), whichever is later, Employee covenants and agrees that he you will not, directly or indirectly, either as a principalan employee, agent, employeeofficer, employerdirector, stockholderconsultant, co-partner owner, partner, shareholder or in any other individual or representative capacity whatsoever: (i) capacity: a. engage in a Competitive Business anywhere within a fifty (50) mile radius of or participate in any activity that competes directly or indirectly with any business conducted by the principal executive offices of the Corporation Company Group on the date Employee’s of your termination as to which you engaged or participated in during your employment terminates; or with the Company (ii) solicitincluding, or assist without limitation, businesses which any other person or business entity in soliciting, any depositors or other customers member of the Corporation Company Group has specific plans to make deposits conduct in the future and as to which you are aware of such planning); b. interfere with business relationships (whether formed before or after the date of your termination of employment) between any member of the Company Group and any third party, including, without limitation, its customers, regulators, providers, agents, brokers and suppliers; or c. solicit any customer or prospective customer of the Company Group with whom you had direct or indirect contact within two years prior to become customers the date of any other financial institution conducting a Competitive Businessyour termination with the Company with respect to business or services in competition with the business of the Company Group. As used Notwithstanding anything to the contrary in this Agreement, you may, directly or indirectly, own securities of any person engaged in the term “Competitive Business” means all banking and financial products and services and business of any other products and services substantially similar to those offered by member of the Corporation Company Group which are publicly traded on a national or regional stock exchange or on the date that Employee’s employment terminates. Employee’s obligations under this Section 7(aover-the-counter market if you (A) shall terminate on the date are not a Change controlling person of, or a member of Control occursa group which controls, such person and (B) do not, directly or indirectly, own 3% or more of any class of securities of such person. (bii) During the term of this Agreement and throughout any further period that he is an officer or employee of the CorporationRestricted Period, and for a period of twelve (12) months from and after the date that Employee is (for any reason) no longer employed by the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by Employee, whichever is later, Employee covenants and agrees that he you will not, directly or indirectly, either as solicit or encourage any employee of any member of the Company Group to leave the employment of any member of the Company Group. (iii) You acknowledge that in connection with your employment, you will have access to and will learn information that is proprietary to, or confidential to the Company Group (collectively, “Confidential Information”). You agree that you will not purposefully at any time, directly or indirectly, use, publish, communicate, describe, disseminate, or otherwise disclose Confidential Information to any person or entity. The term Confidential Information shall include, without limitation, all information concerning Company’s products, procedures, policies, customers, members, providers, prospects, sales, prices, financial information, technical information, network information, employee information, marketing strategies, minutes of meetings and the terms of contracts with third parties. The provisions of this section regarding Confidential Information shall survive the termination of this Agreement indefinitely. It is expressly understood and agreed that although you and the Company consider the restrictions contained in this Section 11 to be reasonable, if a principal, agent, employee, employer, stockholder, co-partner final judicial determination is made by a court of competent jurisdiction that the time or in territory or any other individual restriction contained in this Agreement is an unenforceable restriction against you, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or representative capacity whatsoever induce indicate to be enforceable. Alternatively, if any individuals court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to terminate their employment with make it enforceable, such finding shall not affect the Corporation or enforceability of any of the Bankother restrictions contained herein.

Restrictive Covenants. (a) During 8.1 In connection with the term Executive’s services to the Company, the Company agrees that it will provide access to certain proprietary and confidential information of the Company and the Companies that is not generally known to the public, including, but not limited to, its services, personnel, procedures, and financial information. The promises of the Company contained herein are not intended to be contingent upon continued employment but are intended by the parties to be fully enforceable at the time of the execution of this Agreement. The Executive acknowledges and agrees that the Executive’s relationship with the Company creates a relationship of confidence and trust between the Executive and the Company that extends to all confidential information that becomes known to the Executive. The Executive agrees not to directly, indirectly, or otherwise, disclose, publish, make available to, or use for his own benefit or the benefit of any person, firm, corporation, or other entity for any reason or purpose whatsoever, any proprietary or confidential information during the Contract Period and thereafter other than in connection with performing the Executive’s services for the Company in accordance with this Agreement or in connection with performing the Management Services. Upon a Termination, the Executive agrees not to retain or take with him any confidential notes, records, documents, or other proprietary or confidential information about the Company, the Companies, or any of their affiliates prepared or obtained in the course of employment. 8.2 The Executive agrees that, if the Executive’s employment is terminated by the Company for any reason or the Executive resigns the Executive’s employment for any reason, then during the period commencing on the Date of Termination and throughout any further period that he is an officer or employee of the Corporation, and for a period of twelve (12) months from and after ending on the date that Employee is (for any reason) no longer employed by 18 months following the Corporation or for a period Date of twelve (12) months from Termination, the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by Employee, whichever is later, Employee covenants and agrees that he will Executive shall not, directly or indirectly, either anywhere in the Restricted Area (as defined below) engage or participate, alone or as a principalpartner, joint venturer, officer, director, member, employee, consultant, agent, or owner, in a Restricted Activity. Notwithstanding the foregoing, nothing in this Agreement shall preclude, prohibit, or restrict the Executive from (1) acquiring, owning, or holding 5% or less of the outstanding interests in or securities of any publicly traded corporation, (2) performing the Management Services, (3) acquiring, owning, or holding any interests in or securities of ATLS or any of its affiliates or (4) being or acting as an officer, director, member, employee, employerconsultant, stockholderagent, coor owner of or to ATLS or any of its affiliates (other than, in the case of the foregoing clauses (2)-(4), with respect to Tax-Advantaged Drilling Partnerships (as defined below)). Notwithstanding the foregoing, the Executive shall be entitled to (x) continue to own any limited partner or interest in any other individual or representative capacity whatsoever: Tax-Advantaged Drilling Partnership held by the Executive on the date hereof and (y) acquire and own any limited partner interest in any Tax-Advantaged Drilling Partnership with the approval of the Conflicts Committee. For purposes of this Agreement, (A) “Restricted Area” means the United States; and (B) “Restricted Activity” means (i) engage in a Competitive Business anywhere within a fifty if such termination is by the Company without Cause or by the Executive with Good Reason, any drilling partnership where investors (50individuals or trusts) mile radius invest as general partners to take advantage of the principal executive offices of exemption for working interests from the Corporation on passive income rules in the date Employee’s employment terminates; or Code (“Tax-Advantaged Drilling Partnerships”), and (ii) solicitif such termination is by the Company with Cause or the Executive without Good Reason, a business engaged in the exploration, development, production, processing, storing, transportation, refinement, purification, marketing, and/or distribution of natural gas, crude oil, and natural gas liquids, or assist a business engaged (to any other person extent) in investing in or business entity in soliciting, financing any depositors or other customers of the Corporation to make deposits foregoing, but for the avoidance of doubt, including any business engaged in or to become customers of any other financial institution conducting a Competitive Business. As used in this Agreement, the term “Competitive Business” means all banking and financial products and services and any other products and services substantially similar to those offered by the Corporation on the date that Employee’s employment terminates. Employee’s obligations under this Section 7(a) shall terminate on the date a Change of Control occursTax-Advantaged Drilling Partnerships. (b) During the term of this Agreement and throughout any further period that he is an officer or employee of the Corporation, and for a period of twelve (12) months from and after the date that Employee is (for any reason) no longer employed by the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by Employee, whichever is later, Employee covenants and agrees that he will not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, co-partner or in any other individual or representative capacity whatsoever induce any individuals to terminate their employment with the Corporation or the Bank.

Restrictive Covenants. (a) During 9.1 The Executive agrees that restrictions on his activities during and after his employment are necessary to protect the term of this Agreement goodwill, Confidential Information and throughout any further period that he is an officer or employee other legitimate interests of the CorporationCompany and its Subsidiaries, and for that the agreed restrictions set forth below will not deprive the Executive of the ability to earn a period of twelve livelihood: (12A) In the event that, during the twenty-four (24) months from and after following termination of employment during the date that Employee is (for any reason) no longer employed Term by the Corporation Executive for Good Reason or by the Company other than for a period Cause, death, or Disability (the “Non-Competition Period”), the Executive shall, without the written consent of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by Employee, whichever is later, Employee covenants and agrees that he will notBoard, directly or indirectly, either as a principalemployee, agent, employee, employerconsultant, stockholder, director, manager, co-partner or in any other individual or representative capacity whatsoever: capacity, own, operate, manage, control, engage in, invest in or participate in any manner in, act as consultant or advisor to, render services for (ialone or in association with any person, firm, corporation or entity), or otherwise assist any person or entity (other than the Company) that engages in or owns, invests in, operates, manages or controls any venture or enterprise that directly or indirectly engages or proposes to engage in a any Competitive Business anywhere within a fifty (50) mile radius of Business, then the principal executive offices of the Corporation on the date EmployeeCompany’s employment terminates; or (ii) solicit, or assist any other person or business entity in soliciting, any depositors or other customers of the Corporation obligations to make deposits in any further payments or to become customers of provide any other financial institution conducting a Competitive Business. As used in this Agreement, the term “Competitive Business” means all banking and financial products and services and any other products and services substantially similar to those offered by the Corporation on the date that Employee’s employment terminates. Employee’s obligations further benefits under this Section 7(a) 6.1 shall terminate on the date a Change of Control occursimmediately terminate. (bB) During The Executive agrees that during the term of this Agreement Term and throughout any further period that thereafter, he is an officer or employee will remain bound by Sections 10(a) and 10(c) of the CorporationRetirement Agreement. (C) Without limiting the foregoing, it is understood that the Company shall not be obligated to make any of the payments or to provide for any of the benefits specified in Sections 6.1 and 6.2 hereof, and for a period shall be entitled to recoup the pro rata portion of twelve (12) months from any such payments and after of the date that Employee is (for value of any reason) no longer employed by such benefits previously provided to the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant Executive in the event of a material breach by Employee, whichever is later, Employee covenants and agrees that he will not, directly or indirectly, either the Executive of the provisions of this Section 9 (such pro ration to be determined as a principalfraction, agentthe numerator of which is the number of days from such breach to the second anniversary of the date on which the Executive terminates employment and the denominator of which is 730), employee, employer, stockholder, co-partner or which breach continues without having been cured within fifteen (15) calendar days after written notice to the Executive specifying the breach in any other individual or representative capacity whatsoever induce any individuals to terminate their employment with the Corporation or the Bankreasonable detail.

Restrictive Covenants. (a) During The Consultant acknowledges that the term Company’s relationships with its customers, clients, business partners and employees are extremely valuable and are the result of this Agreement the investment of substantial time, resources and throughout any further period effort in developing, servicing and maintaining such relationships, and that, during the Consultant’s engagement, he will be provided with and/or have access to Confidential Information, including without limitation, confidential and proprietary information concerning such relationships and the Company’s operations. In consideration for the Consultant’s engagement and for the Company providing to him such confidential and proprietary information, the Consultant agrees that while he is an officer or employee of engaged by with the Corporation, Company and for a period of twelve (12) months from and after following the date that Employee is (termination of your employment for any reasonreason whatsoever, that: (a) no longer employed by The Consultant will not, within the Corporation United States of America or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant India, directly or indirectly, engage in, own or control any interest in, or act as an officer, director, partner, employee of, or consultant or advisor to, any firm, institution or other entity directly or indirectly engaged in the event development, production, marketing or sale of novel therapeutics and delivery technologies for the treatment of ocular disease (the “Business”). Likewise, the Consultant will not perform activities of the type which in the ordinary course of business would involve the utilization of Confidential Information or Trade Secrets protected from disclosure in this Agreement. Notwithstanding the foregoing, the Consultant may own or hold equity securities (or securities convertible into, or exchangeable or exercisable for, equity securities) of companies or entities that engage in the Business; provided, however, that (i) such equity securities are publicly traded on a breach by Employeesecurities exchange, whichever is later, Employee covenants and agrees that he (ii) the Consultant’s aggregate holdings of such securities do not exceed at any time one percent (1%) of the total issued and outstanding equity securities of such company or entity. (b) The Consultant will not, directly or indirectly, either as a principalrecruit, agent, employee, employer, stockholder, co-partner engage or in hire any other individual or representative capacity whatsoever: (i) engage in a Competitive Business anywhere within a fifty (50) mile radius of the principal executive offices of the Corporation on the date Employee’s employment terminates; or (ii) solicit, or assist any other person or business entity in soliciting, any depositors or other customers of the Corporation to make deposits in or to become customers of any other financial institution conducting a Competitive Business. As used in this Agreement, the term “Competitive Business” means all banking and financial products and services and any other products and services substantially similar to those offered by the Corporation on the date that Employee’s employment terminates. Employee’s obligations under this Section 7(a) shall terminate on the date a Change of Control occurs. (b) During the term of this Agreement and throughout any further period that he is an officer independent contractor or employee of the CorporationCompany or its affiliates, and for a period or otherwise attempt to induce any such individual to leave the employment or engagement of twelve the Company or its affiliates, to become an employee of or otherwise be associated with the Consultant or any company or business with which the Consultant is or may become associated. (12c) months from and after the date that Employee is (for any reason) no longer employed by the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by Employee, whichever is later, Employee covenants and agrees that he The Consultant will not, directly or indirectly, either as a principalsolicit or accept the trade or patronage of any clients, agent, employee, employer, stockholder, co-partner customers or in any other individual prospective clients or representative capacity whatsoever induce any individuals to terminate their employment customers of the Company or its affiliates with which during his engagement with the Corporation Company the Consultant had personal contact or supervised the Bankefforts of those who have personal contact in an effort to create, expand or further a business relationship between the Company and such existing or prospective customer or client. (d) The Consultant agrees that this Agreement contains special and sufficient consideration for his covenants in this Paragraph 8, and that the restrictions on non-competition and non-solicitation are reasonable in terms of duration, scope and subject matter, and are no more than that which is reasonably required for the protection of the Company’s business and Confidential Information.

Restrictive Covenants. (a) During 9.8.1. Within each Market in the term of this Agreement and throughout any further period that he is an officer or employee of the CorporationTerritory, and neither Seller nor EuroGen shall, for a period of twelve three (123) months from and years after the date that Employee is Market Transfer Date in each Market (for the “Restricted Period”), in any reason) no longer employed by the Corporation or for a period of twelve capacity (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by Employeeincluding, whichever is laterbut not limited to, Employee covenants and agrees that he will notowner, directly or indirectlymember, either as a principalpartner, shareholder, consultant, advisor, financier, agent, employee, employerofficer, stockholderdirector, co-partner manager or otherwise), whether directly, indirectly or through Affiliates (other than a purchaser of all or substantially all of the assets of either Seller or EuroGen or a purchaser of greater than fifty percent (50%) of the issued and outstanding equity interests of either Seller or EuroGen (whether by merger, stock purchase or otherwise), in each case not otherwise an Affiliate of either Seller or EuroGen prior to such sale transaction, for their own account or for the benefit of any person or entity, establish or engage in the Seller Business; provided, however, that nothing herein shall restrict Seller and EuroGen from performing their obligations pursuant to the Transition Services Agreement. 9.8.2. Neither Seller nor EuroGen shall, during the Restricted Period, in any other individual or representative capacity whatsoever: (i) engage in a Competitive Business anywhere within a fifty (50) mile radius of the principal executive offices of the Corporation on the date Employee’s employment terminates; or (ii) solicitincluding, or assist any other person or business entity in solicitingbut not limited to, any depositors or other customers of the Corporation to make deposits in or to become customers of any other financial institution conducting a Competitive Business. As used in this Agreementowner, the term “Competitive Business” means all banking and financial products and services and any other products and services substantially similar to those offered by the Corporation on the date that Employee’s employment terminates. Employee’s obligations under this Section 7(a) shall terminate on the date a Change of Control occurs. (b) During the term of this Agreement and throughout any further period that he is an officer or employee of the Corporationmember, and for a period of twelve (12) months from and after the date that Employee is (for any reason) no longer employed by the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by Employeepartner, whichever is latershareholder, Employee covenants and agrees that he will notconsultant, directly or indirectlyadvisor, either as a principalfinancier, agent, employee, employerofficer, stockholderdirector, comanager or otherwise), whether directly, indirectly or through Affiliates, for its own account or for the benefit of any other person or entity, including without limitation, a person or entity in any business in competition with the Seller Business: (a) Solicit, hire, contract, engage, retain, divert, induce or accept business from or otherwise take away or interfere with any customer of Buyer (or an Affiliate thereof) or any prospective customer of Buyer (or any Affiliates thereof) with which Buyer (or any Affiliates thereof) has had a substantial business contact during the Restricted Period for the purpose of engaging in any activities prohibited by Section 9.8.1 hereof; provided, however, that nothing herein shall restrict either Seller or EuroGen from performing its obligations pursuant to the Transition Services Agreement. 9.8.3. Buyer shall not, prior to the later of the completion of all services under the Transition Services Agreement or the transfer of the last Marketing Authorization (the “Protected Period”), in any capacity (including, but not limited to, owner, member, partner, shareholder, consultant, advisor, financier, agent, employee, officer, director, manager or otherwise), whether directly, indirectly through Affiliates, for its own account or for the benefit of any other person or entity, including without limitation, a person or entity in any business in competition with the Seller Business: solicit (other than in a general solicitation), divert or induce any employee, agent or consultant of either Seller or EuroGen to leave or to work for Buyer or any person or entity with which Buyer is connected or, without the prior consent of Seller, hire, engage, employ or retain any such Seller or EuroGen employee, agent or consultant. 9.8.4. For the avoidance of doubt, nothing in Section 9.8.3 shall restrict Buyer from: (a) at any time, engaging in discussions with any employee of Seller or EuroGen and making an offer of employment with Buyer to commence after the Protected Period. If an employee of Seller or EuroGen accepts such an offer of employment, Seller and EuroGen shall release the employee with immediate effect from any contractual obligations which may otherwise prevent him from freely commencing such employment with Buyer after the Protected Period; or (b) soliciting, diverting or inducing any Seller Service Employee, as defined by Section 9.16 of the U.S. Agreement, to leave or to work for Buyer or any person or entity with which Buyer is connected, or hiring, engaging, employing or retaining any such Seller Service Employee. 9.8.5. Neither Seller nor EuroGen shall, at any time after the date hereof, whether directly, indirectly or through Affiliates, disclose, communicate or divulge to any person or entity, or use for the benefit of any person or entity, any secret, confidential, or proprietary knowledge or information within the Specified Assets. 9.8.6. Neither Seller nor EuroGen shall, at any time after the date hereof, whether directly, indirectly or through Affiliates, publish or communicate disparaging or derogatory statements or opinions about the Business or Buyer (or any Affiliates thereof), including but not limited to, disparaging or derogatory statements or opinions about Buyer’s and/or its Affiliates’ management, products or services, to any third party. It shall not be a breach of this Section for either Seller or EuroGen to testify truthfully in any judicial or administrative proceeding or to make statements or allegations in legal filings that are based on their reasonable belief and are not made in bad faith. 9.8.7. The parties hereto agree that any breach of the covenants and agreements contained in this Agreement will result in irreparable injury for which money damages could not adequately compensate and, therefore, in the event of any such breach, the non-partner breaching party shall be entitled (in addition to any other rights and remedies which it or they may have at law or in equity) to seek an injunction issued by any competent court of equity enjoining and restraining the breaching party and any other individual person or representative capacity whatsoever induce entity involved therein from continuing such breach. If either party is obliged to resort to the courts for the enforcement of any individuals of the covenants or agreements contained herein, or if such covenants or agreements are otherwise the subject of litigation between the parties, then the term of such covenants and agreements shall be extended for a period of time equal to terminate their employment with the Corporation period of such breach. 9.8.8. The parties hereto acknowledge that a breach of any other agreement, whether written or oral, between or among, the Seller and EuroGen, on the one hand, and Buyer (or any Affiliate thereof), on the other hand, or any other actionable conduct by Buyer (or any Affiliates thereof), or any defense, set-off or counterclaim by Seller or EuroGen or any other related rights of Seller or EuroGen against Buyer (or any Affiliates thereof), will have no effect on any or all of the terms and provisions of this Agreement and its enforceability and validity. 9.8.9. If any portion of the covenants and agreements contained herein, or the Bankapplication thereof, is construed to be invalid or unenforceable, then the other portions of such covenant(s) or agreement(s) or the application thereof shall not be affected and shall be given full force and effect without regard to the invalid or unenforceable portions. If any covenant or agreement herein is held to be unenforceable because of the area covered, the duration thereof, or the scope thereof, then the court making such determination shall have the power to reduce the area and/or duration and/or limit the scope thereof, and the covenant or agreement shall then be enforceable in its reduced form.

Restrictive Covenants. (a) During In the term of this Agreement and throughout any further period event the Participant receives the special enhanced vesting set forth in Section 2(b)(iii) above, the Participant agrees that he is an officer or employee of the Corporationduring Participant’s employment, and for a period of twelve eighteen (1218) calendar months from and after the date following Participant’s termination of employment, that Employee is (for any reason) no longer employed by the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by Employee, whichever is later, Employee covenants and agrees that he Participant will not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, co-partner or in any other individual or representative capacity whatsoever: (i) engage in solicit, induce, recruit, or cause a Competitive Business anywhere within a fifty (50) mile radius of “restricted employee” to resign employment with the principal executive offices of the Corporation on the date Employee’s employment terminates; Company or its Affiliates, or (ii) solicitparticipate in making hiring decisions, encourage the hiring of, or assist any other person or business entity aid in soliciting, any depositors or other customers the hiring process of the Corporation to make deposits in or to become customers a “restricted employee” on behalf of any employer other financial institution conducting a Competitive Businessthan the Company and its Affiliates. As used in this Agreementherein, the term “Competitive Businessrestricted employee” means all banking any employee of the Company or its Affiliates with whom the Participant had material business-related contact while performing services for the Company and financial products its Affiliates and services and who is (x) a member of executive management, (y) a corporate officer of the Company or any other products and services substantially similar to those offered by of its Affiliates, or (z) any employee of the Corporation on the date that Employee’s employment terminates. Employee’s obligations under this Section 7(a) shall terminate on the date a Change Company or any of Control occursits Affiliates engaged in product or service development or product or service management. (b) During In the term of this Agreement and throughout any further period event the Participant receives the special enhanced vesting set forth in Section 2(b)(iii) above, the Participant also agrees that he is an officer or employee of during the CorporationParticipant’s employment, and for a period of twelve eighteen (1218) calendar months following termination of Participant’s employment, the Participant shall not perform within the fifty (50) states of the United States of America any services which are in competition with the “business” of the Company during Participant’s employment, or following Participant’s termination of employment, any services which are in competition with a “material” line of “business” engaged in by the Company at the time of Participant’s termination of employment which are the same as or similar to those services Participant performed for the Company or any Affiliate; provided, however, that if the other business competitive with the business the Company has multiple lines, divisions, segments, or units, some of which are not competitive with the business of the Company, nothing herein shall prevent Participant from and after the date that Employee is (for any reason) no longer being employed by the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by Employeeproviding services to such line, whichever division, segment, or unit that is later, Employee covenants and agrees that he will not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, co-partner or in any other individual or representative capacity whatsoever induce any individuals to terminate their employment not competitive with the Corporation business of the Company. For purposes of this Agreement, “material” means a line of business that represents 20% or more of the BankCompany’s consolidated revenues or adjusted EBITDA for the four fiscal quarters immediately preceding the Participant’s termination of employment. As used herein, “business” means the business of providing integrated communication services and related value added services to individual customers and business customers.

Restrictive Covenants. (a) During 9.1 Each Vendor severally covenants with the term Purchaser, the Company and each other member of this Agreement and throughout any further period the Purchaser Group, that he shall not at any time after Completion: 9.1.1 in connection with any activity whatsoever, use or procure or cause or (so far as it is an officer able) permit the use of any Restricted Name; or 9.1.2 do or employee say anything Which is intended to damage the reputation of the CorporationBusiness. 9.2 Each Covenanter severally covenants with the Purchaser, the Company and each other member of the Purchaser Group that he shall not during the Relevant Period either on his own behalf or jointly with or as an owner, investor, officer, employee, adviser, consultant or agent for a any other person, directly or indirectly be engaged, concerned or interested in carrying on any Competing Business within any territory in which the Business was carried on at the Completion Date or at any time during the period of twelve (12) 12 months from ending on the Completion Date. 9.3 Each Covenanter severally covenants with the Purchaser, the Company and after each other member of the date Purchaser Group that Employee is (he shall not during the Relevant Period either on his own behalf or jointly with or as an owner, investor, officer, employee, adviser, consultant or agent for any reason) no longer employed by the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by Employee, whichever is later, Employee covenants and agrees that he will notother person, directly or indirectly: 9.3.1 seek to contract with, either engage or work with any affiliate network supplier of the Parent who has been contracted with or engaged to supply or deliver products, goods, or services to the Parent at any time during the period of 12 months preceding the date of commencement of the Relevant Period; 9.3.2 become employed, or engaged as a principal, agent, employee, employer, stockholder, co-partner consultant or in any other individual or representative capacity whatsoever: (i) engage in a Competitive Business anywhere within a fifty (50) mile radius capacity, by any affiliate network supplier of the principal executive offices of Parent who has been contracted with or engaged to supply or deliver products, goods or services to the Corporation on Parent at any time during the date Employee’s employment terminates; or (ii) solicit, or assist any other person or business entity in soliciting, any depositors or other customers of the Corporation to make deposits in or to become customers of any other financial institution conducting a Competitive Business. As used in this Agreement, the term “Competitive Business” means all banking and financial products and services and any other products and services substantially similar to those offered by the Corporation on the date that Employee’s employment terminates. Employee’s obligations under this Section 7(a) shall terminate on the date a Change of Control occurs. (b) During the term of this Agreement and throughout any further period that he is an officer or employee of the Corporation, and for a period of twelve (12) 12 months from and after the date that Employee is (for any reason) no longer employed by the Corporation or for a period of twelve (12) months from preceding the date of entry commencement of the Relevant Period; 9.3.3 approach, canvass, solicit, engage or employ any person who immediately preceding such approach, canvassing, solicitation, engagement or employment was: 9.3.3.1 a director of the Parent; or 9.3.3.2 an employee, officer, consultant, sub-contractor or agent of the Parent, with a view to the specific knowledge or skills of such person being used by or for the benefit of any person carrying on a court Competing Business; or 9.3.3.3 an employee, officer, consultant, sub-contractor or agent of competent jurisdiction the Parent (other than a Covenanter); 9.3.4 approach, canvass, solicit, engage or employ any person who is a former employee, officer,-consultant, subcontractor or agent of the Parent; 9.3.5 seek to contract with, engage or work with any Purchaser Merchant; 9.3.6 prepare a final judgment enforcing this covenant website for the benefit of any person (including such Covenanter) carrying on business in competition with the event business carried on by the Company. 9.4 Each Covenanter severally covenants with the Purchaser, the Company and each other member of a breach by Employee, whichever is later, Employee covenants and agrees the Purchaser Group that he will notshall not during the Relevant Period either on his own behalf or jointly with or as an owner, investor, officer, employee, adviser, consultant or agent for any other person, directly or indirectly: 9.4.1 seek to contract with, either engage or work with any affiliate network supplier of the Company who has been contracted with or engaged to supply or deliver products, goods, or services to the Company at any time during the period of 12 months preceding the date of commencement of the Relevant Period; 9.4.2 become employed, or engaged as a principal, agent, employee, employer, stockholder, co-partner consultant or in any other capacity, by any affiliate network supplier of the Company who has been contracted with or engaged to supply or deliver products, goods or services to the Company at any time during the 12 months preceding the date of commencement of the Relevant Period; 9.4.3 approach, canvass, solicit, engage or employ any person who immediately preceding such approach, canvassing, solicitation, engagement or employment: 9.4.3.1 a director of the Company; or 9.4.3.2 an employee, officer, consultant, sub-contractor or agent of the Company, with a view to the specific knowledge or skills of such person being used by or for the benefit of any person carrying on a Competing Business; or 9.4.3.3 an employee, officer, consultant, sub-contractor or agent of the Company (other than a Covenanter); 9.4.4 approach, canvass, solicit, engage or employ any person who is a former employee, officer, consultant, subcontractor or agent of the Company; 9.4.5 seek to contract with, engage or work with any Merchant. 9.5 Each of the covenants contained in clauses 9.1 to 9.4 shall constitute an entirely separate and independent restriction on each Covenanter. 9.6 Each Vendor severally undertakes to the Purchaser, the Company and each other member of the Purchaser Group that he shall at all times: 9.6.1 keep confidential any Confidential Information that (a) is within his knowledge, possession, custody or control at Completion or (b) subsequently becomes within his knowledge, possession, custody or control; and 9.6.2 use such Confidential Information only for the benefit of the Purchaser, the Company or any other member of the’ Purchaser Group. 9.7 Clause 9.6 shall not apply: 9.7.1 if and to the extent that disclosure of Confidential Information is required by Law; 9.7.2 to Confidential Information that has come into the public domain other than as a result of a breach of clause 9.6; 9.7.3 to disclosure of Confidential Information by any Vendor to officers, employees or professional advisers of the Company or any other member of the Purchaser Group, in each case whose province it is to know the same; and 9.7.4 where the disclosure of Confidential Information was done at the request of the Purchaser. 9.8 Nothing in this clause 9 shall prohibit any Covenanter from: 9.8.1 holding shares quoted or dealt in on a recognized investment exchange (as defined in the Financial Services and Markets Act 2000) as long as not more than three per cent of the shares of any class of any particular company (other than the Purchaser) is so held by the Covenanters (in aggregate); 9.8.2 following Completion performing his duties as an officer, employee or consultant of the Company or any other member of the Purchaser Group. 9.9 Clauses 9.3.3, 9.3.4, 9.4.3 and 9.4.4 shall not prohibit the employment of any person: 9.9.1 recruited through an employment agency where a Covenanter has not encouraged that agency to approach the relevant individual; or 9.9.2 recruited through the placing of a public advertisement for a post available to members of the public generally where a Covenanter has not encouraged the relevant individual or representative capacity whatsoever induce to respond to such an advertisement. 9.10 In this clause 9, any individuals reference to terminate their employment with the Corporation or “Business” includes any part of the BankBusiness that may for the time being be transferred to any other member of the Purchaser Group. 9.11 For the purposes of clause 9.2 “Relevant Period” shall mean the period of 42 months from the Completion Date.

Restrictive Covenants. (a) During The Executive, by entering into this Agreement, acknowledges receipt of good and adequate consideration to support the covenants provided in this Section 10, these covenants being a fundamental part of the Company’s willingness and inducement to employ the Executive hereunder. As long as the Company is not in default of any provision of this Agreement, the Executive agrees that all of the restrictive covenants of this Section 10 shall be in full force and effect during the term of this Agreement and throughout any further period that he is an officer or employee of the Corporation, Agreement; and for a minimum period of twelve two years following the termination of the Executive’s employment[Sections 10b; 10c; and 10d only] for whatever reason by either party hereto; provided, that if the Executive is entitled to receive Severance Compensation pursuant to Section 9(a)(ii)or (12iii) months from above, the restrictive covenants of this Section 10 and after the date that Employee is (Section 10a shall be in full force and effect for any reason) no longer employed by the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by Employee, whichever is later, Employee as long as Executive continue to receives such payments. . The Executive covenants and agrees that that, so long as the restrictive covenants of this Section 10 shall be in full force and effect, he will not, directly or indirectly: (a) Own any interest in (other than by ownership of less than one percent (1%) of any class of stock of a publicly held corporation), either manage, operate, control, refer, loan money to, be employed or engaged by, render consulting or advisory services to, serve as a principaldirector of, agent, employee, employer, stockholder, co-partner or in any other individual or representative capacity whatsoever: (i) engage in a Competitive Business anywhere within a fifty (50) mile radius of the principal executive offices of the Corporation on the date Employee’s employment terminates; or (ii) solicitrepresent, or assist any other person participate in or business entity in solicitingbe connected with the management or control of, any depositors or other customers of the Corporation to make deposits in or to become customers of any other financial institution conducting directly competing business (a Competitive “Competing Business. As used in this Agreement, the term “Competitive Business” means all banking and financial products and services and any other products and services substantially similar to those offered by the Corporation on the date that Employee’s employment terminates. Employee’s obligations under this Section 7(a) shall terminate on the date a Change of Control occurs.”); (b) During the term of this Agreement and throughout Solicit any further period that he is an officer client or employee customer of the CorporationCompany to discontinue its use of the Company’s services or to divert such business to any individual, and for a period partnership, firm, corporation or other entity then in competition with the Company or any of twelve its subsidiaries or affiliates; (12c) months from and after Solicit any of the date that Employee is (Executives or sales representatives of the Company to work for any reasonbusiness, individual, partnership, firm, corporation or other entity then in competition with the Company or any of its subsidiaries or affiliates; or (d) no longer employed by Disparage the Corporation Company or for a period any of twelve (12) months from its products or services or wrongfully interfere with or disrupt the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in relationship, contractual or otherwise, between the event of a breach by Employee, whichever is later, Employee covenants Company and agrees that he will not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, co-partner or in any other individual party, including without limitation, any supplier, distributor, lessor, lessee, licensor or representative capacity whatsoever induce any individuals to terminate their employment with the Corporation or the Banklicensee.

Restrictive Covenants. 12.1 The Executive acknowledges that: (ai) During the term Executive performs services of this Agreement a unique nature for the Company that are irreplaceable, and throughout that the Executive’s performance of such services for a Competing Business (as defined below) will result in irreparable harm to the Company; (ii) the Executive will have access to Confidential Information, which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any further period that he is an officer or employee of its affiliates; (iii) the Company and its affiliates have substantial relationships with their clients, business partners, and investors, and the Executive will have access to these persons and entities; (iv) the Executive will generate goodwill for the Company and its affiliates in the course of the CorporationExecutive’s employment. Accordingly, and for a period of twelve (12) months from and after during the date that Employee is (for any reason) no longer employed by the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant Executive’s employment hereunder and, in the event that the Executive’s employment is terminated for Cause or voluntarily by the Executive (whether or not for Good Reason), and provided the Company first provides the Executive with a one-time payment of a breach seventy-five thousand dollars (US $75,000.00), and the Company notified the Executive within ten (10) days of such termination of its intention to continue to pay the Executive 50% of his/her Base Salary during such period (unless the Executive’s employment is terminated by Employeehim/her for Good Reason, whichever is laterin which case his/her entitlements under Section 10.5 shall apply), Employee covenants during Executive’s employment and the six (6) month period thereafter (the “Restricted Period”), the Executive agrees that he he/she will not, directly or indirectly, either own, manage, operate, control, be employed by (whether as a principal, agent, an employee, employerconsultant, stockholderindependent contractor or otherwise, co-partner and whether or not for compensation) or render services to any person, firm, corporation or other entity, in whatever form, engaged in a Competing Business, or with respect to which the Company has spent significant time or resources analyzing for the purposes of engaging, on the date of termination, in any state of the United States, in Europe, or in any country in which the Company conducts business or has made plans and taken significant steps to conduct business (a “Planned Competing Business”) and in which the Executive, during the last two years of his/her employment, provided services or had a material presence or influence. Notwithstanding the foregoing, nothing herein shall prohibit the Executive from being a passive owner of not more than 2% of the equity securities of a publicly traded corporation engaged in a Competing Business or Planned Competing Business, so long as the Executive has no active participation in the Competing Business or Planned Competing Business of such corporation. For purposes of this Section 12.1, the “Company” shall mean the Company together with its parent companies and its and their direct and indirect subsidiaries, and “Competing Business” shall mean the research, development and/or sale of cancer therapeutics together with drug efficacy prediction technology (e.g. companion diagnostics, predictive biomarkers) for the treatment of cancer, including, without limitation, products or services designed to make such technology available to patients and businesses in the healthcare industry, or any other individual material business in which the Company is engaged as of the date of the Executive’s termination of employment. For the avoidance of doubt, the provisions of this Section 12.1 will not prohibit the Executive, after termination of his/her employment with the Company, from providing services of any nature to any business engaged in multiple business activities, including activities that would constitute a Competing Business or representative capacity whatsoever: a Planned Competing Business, as long as the Executive is not himself/herself directly involved in such Competing Business or Planned Competing Business activities, or managing or supervising the conduct of such Competing Business or Planned Competing Business activities. In addition, if the Company or a controlling interest in the Company is acquired by another entity during the term of this Agreement, in such circumstances the restrictions in this Section 12.1 will not be applicable to any business activities of the acquiring entity (and/or its affiliates) except to the extent that either (i) engage in such business activities would constitute a Competitive Competing Business anywhere within a fifty or Planned Competing Business (50) mile radius other than by reason of the principal executive offices of the Corporation on the date Employee’s employment terminates; acquisition itself), or (ii) solicitthe Executive after such acquisition is directly involved in the conduct, management or assist any other person or supervision of such business entity activities. Allarity CFO Employment Agreement_Joan Y. Brown_January 2023 14 The Parties acknowledge and agree that the payment options set forth in solicitingSection 12.1 have been mutually agreed upon by the Company and the Executive, any depositors or other customers of are fair and reasonable, and are sufficient in exchange for the Corporation to make deposits in or to become customers of any other financial institution conducting a Competitive Business. As used Executive’s obligations set forth in this Agreement, the term “Competitive Business” means all banking Section 12.1. The Parties acknowledge and financial products and services and any other products and services substantially similar to those offered by the Corporation on the date agree that Employee’s employment terminates. Employee’s obligations under this Section 7(a) 12.1 shall terminate on not be enforceable if, at the date a Change of Control occurs. (b) During time the term of this Agreement and throughout any further period that he is an officer or employee of the Corporation, and for a period of twelve (12) months from and after the date that Employee is (for any reason) no longer employed by the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by Employee, whichever is later, Employee covenants and agrees that he will not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, co-partner or in any other individual or representative capacity whatsoever induce any individuals to terminate their Executive’s employment with the Corporation Company terminates, the Executive is: classified by the Company as a non-exempt employee under the Fair Labor Standards Act (“FLSA”); enrolled in a full-time or part-time undergraduate or graduate educational institution; or laid off or terminated without Cause. The Parties acknowledge and agree that at or around the Banktime the Executive’s employment ends, and in the Company’s sole discretion, the Company may waive the Executive’s obligations in this Section 12.1, in which case the Company will not be required to provide the Executive with any of the payments set forth in Section 12.1 above. The Parties acknowledge and agree that the Executive has been advised that he/she has the right to consult with counsel prior to signing this Agreement.

Restrictive Covenants. Each of Maverick J, Maverick SPE, RSE and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (by virtue of his joinder to the obligations of this Section 7.4) acknowledges that: (a) During Buyer’s businesses are highly competitive and face competition from numerous and a variety of persons and entities; (b) Buyer’s businesses require substantial and continuous expenditures of time and money to develop, market and maintain; (c) Buyer would not consummate the term transactions contemplated hereby without Seller agreeing to be bound by the Restrictive Covenants; (d) the Restrictive Covenants are fair and reasonable in all respects and (e) the terms and conditions of this Agreement Section 7.4 are being agreed to in connection with, and throughout in consideration of, the sale of Seller’s business. Accordingly, for the Covenant Period (as defined below), each of Maverick J, Maverick SPE, RSE and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (collectively, the “Restricted Parties”) shall not, and shall not permit any further period that he is affiliate of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ to, except with Buyer’s express prior written consent, directly or indirectly, whether as an officer employee, consultant, associate, owner, partner, member, agent, director, manager, officer, shareholder or employee in any other capacity, for their own account or for the benefit of any person or entity, with or without compensation: (i) interfere with any business relationship of Buyer (pertaining to or otherwise involving the Buyer’s operation of the CorporationPurchased Assets) with any of Buyer’s customers, and for a period of twelve distributors, vendors/suppliers, strategic partners, or prospects; (12ii) months from and after the date that Employee solicit, divert or induce any person or entity who is (for any reason) no longer employed by the Corporation or for a period of twelve was within six (126) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by Employee, whichever is later, Employee covenants and agrees that he will not, directly or indirectly, either as a principal, agent, such action) an employee, employerassociate, stockholderconsultant, co-partner independent contractor, agent or representative of the Buyer or was otherwise involved in any manner with the Purchased Assets to leave or to work for any Restricted Party or any person or entity with which any Restricted Party is connected or affiliated or in any other individual way interfere with the Buyer’s relationship with such person or representative capacity whatsoever: (i) engage in a Competitive Business anywhere within a fifty (50) mile radius of the principal executive offices of the Corporation on the date Employee’s employment terminatesentity; or (iiiii) solicitdisparage Buyer or any of Buyer’s members, managers, officers, employees, representatives or assist agents (collectively with the last sentence of this Section 7.4, the “Restrictive Covenants”); provided, however, that nothing in this Section shall prevent any other person or business entity in soliciting, any depositors or other customers Restricted Party from owning not more than 2% of the Corporation to make deposits in or to become customers outstanding securities of any other financial institution conducting a Competitive Businessentity whose securities are listed on any national securities exchange. As used in this Agreement, the term The “Competitive BusinessCovenant Period” means all banking a period of twenty-four months after the Closing Date. In addition to the covenants set forth above, and financial products and services and any other products and services substantially similar to those offered by notwithstanding the Corporation on the date that Employee’s employment terminates. Employee’s obligations under this Section 7(a) shall terminate on the date a Change of Control occurs. (b) During the term of this Agreement and throughout any further period that he is an officer or employee definition of the CorporationCovenant Period, each of the Restricted Parties shall not, and shall not permit any affiliate of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ to, sell or solicit the sale of any men’s apparel to: (a) the following main line retailers -- Macy’s, Nordstrom and Neimans, for a period of twelve 18 months following the Closing and (12b) months from the following off price retailers -- Nordstrom Rack, Last Call by Neiman Marcus, Saks Off 5th and after the date that Employee is (for any reason) no longer employed by the Corporation or Steinmart, for a period of twelve (12) 12 months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by Employee, whichever is later, Employee covenants and agrees that he will not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, co-partner or in any other individual or representative capacity whatsoever induce any individuals to terminate their employment with the Corporation or the Bankfollowing Closing.

Restrictive Covenants. (a) During the term of this Agreement and throughout any further period that he is an officer or employee In consideration of the CorporationAward, and for a Grantee agrees that during the period ending on the [ ] anniversary of twelve the Date of Grant (12) months from and after the date that Employee is (“Restricted Period”), Grantee shall not for any reason) no longer employed by the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by Employee, whichever is later, Employee covenants and agrees that he will not, directly or indirectly, without the prior written consent of the Corporation or its delegate: (i) become employed, engaged or involved with a competitor (defined below) of the Corporation or any Subsidiary in a position that involves: providing services that relate to or are similar in nature or purpose to the services performed by the Grantee for the Corporation or any Subsidiary at any time during his or her previous [ ] years of employment with the Corporation or any Subsidiary; or, supervision, management, direction or advice regarding such services; either as a principal, agent, manager, employee, employerpartner, stockholdershareholder, codirector, officer or consultant (other than as a less-partner than three percent (3%) equity owner of any corporation traded on any national, international or regional stock exchange or in the over-the-counter market); or, (ii) induce or attempt to induce any other individual customer, client, supplier, employee, agent or representative capacity whatsoever: (i) engage in a Competitive Business anywhere within a fifty (50) mile radius of the principal executive offices independent contractor of the Corporation on the date Employee’s employment terminates; or (ii) solicit, or assist any other person or business entity in soliciting, any depositors or other customers of the Corporation Subsidiaries to make deposits in reduce, terminate, restrict or otherwise alter (to become customers of any other financial institution conducting a Competitive Business. As used in this Agreement, the term “Competitive Business” means all banking and financial products and services and any other products and services substantially similar to those offered by Corporation’s detriment) its business relationship with the Corporation on the date that Employee’s employment terminates. Employee’s obligations under this Section 7(a) shall terminate on the date a Change of Control occursCorporation. (b) During The noncompetition obligations of clause (i) of the term preceding sentence shall be effective only with respect to a “competitor” of this Agreement the Corporation or any Subsidiary which is understood to mean any person or entity in competition with the Corporation or any Subsidiary, and throughout more particularly those persons and entities in the businesses of: production, transmission, distribution, or retail or wholesale marketing or selling of electricity; resale or arranging for the purchase or for the resale, brokering, marketing, or trading of electricity or derivatives thereof; energy management and the provision of energy solutions; development and operation of power generation facilities, and sales and marketing of electric power, domestically and abroad; and any further period that he is an officer or employee of other business in which the Corporation, and for a period including Subsidiaries, is engaged at the termination of twelve (12) months from and after the date that Employee is (for any reason) no longer employed Grantee’s continuous employment by the Corporation or for a period of twelve Corporation, including Subsidiaries; and within the following geographical areas: (12i) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant any country in the event world (other than the United States) where the Corporation, including Subsidiaries, has at least $25 million in capital deployed as of a breach termination of Grantee’s continuous employment by Employeethe Corporation, whichever is laterincluding through its Subsidiaries; (ii) the states of Colorado, Employee covenants Florida, Georgia, Illinois, Indiana, Kentucky, Michigan, Minnesota, Mississippi, New York, North Carolina, Ohio, Pennsylvania, South Carolina, Texas, Vermont, Wisconsin and agrees that he will not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, co-partner or in Wyoming; (iii) any other individual or representative capacity whatsoever induce any individuals to terminate their state in the United States where the Corporation including the Subsidiaries, has at least $25 million in capital deployed as of the termination of the Grantee’s employment with the Corporation or any Subsidiary. The Corporation and Grantee intend the Bankabove restrictions on competition in geographical areas to be entirely severable and independent, and any invalidity or enforceability of this provision with respect to any one or more of such restrictions, including geographical areas, shall not render this provision unenforceable as applied to any one or more of the other restrictions, including geographical areas. (c) Grantee agrees not to: (i) disclose to any third party or otherwise misappropriate any confidential or proprietary information of the Corporation or of any Subsidiary (except as required by subpoena or other legal process, in which event the Grantee will give the Chief Legal Officer of the Corporation prompt notice of such subpoena or other legal process in order to permit the Corporation or any affected individual to seek appropriate protective orders); or, (ii) publish or provide any oral or written statements about the Corporation or any Subsidiary, any of the Corporation’s or any Subsidiary’s current or former officers, executives, directors, employees, agents or representatives that are false, disparaging or defamatory, or that disclose private or confidential information about their business or personal affairs. The obligations of this paragraph are in addition to, and do not replace, eliminate, or reduce in any way, all other contractual, statutory, or common law obligations Grantee may have to protect the Corporation’s confidential information and trade secrets and to avoid defamation or business disparagement. (d) Notwithstanding any other provision of Section 3, the Grantee remains free to engage in “protected activity,” as defined in 10 CFR 50.7 and Section 211 of the Energy Reorganization Act of 1974, including, but not limited to, reporting any suspected instance of illegal activity of any nature, any nuclear safety concern, any workplace safety concern, any public safety concern, or any other matter within the United States Nuclear Regulatory Commission’s (“NRC”) regulatory responsibilities to the NRC, the United States Department of Labor, or any other federal or state governmental agency without providing the notice described in Section 3(c), and the Grantee remains free to participate in any governmental proceeding or investigation without providing the notice described in Section 3(c). (e) If any part of this Section is held to be unenforceable because of the duration, scope or geographical area covered, the Corporation and Grantee agree to modify such part, or that the court making such holding shall have the power to modify such part, to reduce its duration, scope or geographical area. (f) Nothing in Section 3 shall be construed to prohibit Grantee from being retained during the Restricted Period in a capacity as an attorney licensed to practice law, or to restrict Grantee from providing advice and counsel in such capacity, in any jurisdiction where such prohibition or restriction is contrary to law. (g) Grantee’s agreement to the restrictions provided for in this Agreement and the Corporation’s agreement to provide the Award are mutually dependent consideration. Therefore, notwithstanding any other provision to the contrary in this Agreement, if Grantee materially breaches any provision of this Section 3 or if the enforceability of any material restriction on Grantee provided for in this Agreement is challenged and found unenforceable by a court of law then the Corporation shall, at its election, have the right to (i) cancel the Award, (ii) recover from Grantee any shares of Common Stock, Dividend Equivalents or other cash paid under Award, or (iii) with respect to any shares of Common Stock paid under the Award that have been disposed of, require the Grantee to repay to the Corporation the fair market value of such shares of Common Stock on the date such shares were sold, transferred, or otherwise disposed of by Grantee. This provision shall be construed as a return of consideration or ill-gotten gains due to the failure of Grantee’s promises under the Agreement, and not as a liquidated damages clause. Nothing herein shall (i) reduce or eliminate the Corporation’s right to assert that the restrictions provided for in this agreement are fully enforceable as written, or as modified by a court pursuant to Section 3, or (ii) eliminate, reduce, or compromise the application of temporary or permanent injunctive relief as a fully appropriate and applicable remedy to enforce the restrictions provided for in Section 3 (inclusive of its subparts), in addition to recovery of damages or other remedies otherwise allowed by law.

Restrictive Covenants. (a) During Executive agrees that on and after the term effective date of this Agreement and throughout any further period that he is an officer or employee of the CorporationAgreement, and for a period of twelve (12) months from and after the date that Employee is (for any reason) no longer employed by the Corporation or for a period termination of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing employment under this covenant in the event of a breach by EmployeeAgreement, whichever is later, Employee covenants and agrees that he Executive will not, directly or indirectly, either individually, or in association or in combination with any other person or entity, whether as a principalshareholder of a corporation, or a manager or member of a limited liability company, or as an employee, agent, employeeindependent contractor, employerconsultant, stockholderadvisor, co-joint venture partner or in any other individual or representative capacity whatsoever: otherwise: (i) employ, engage in a Competitive Business anywhere within a fifty or solicit for employment any person who is, or was, at any time during the twelve (5012) mile radius months after termination of Executive’s employment under this Agreement and the immediately preceding twelve (12) month period, an employee of the principal executive offices Company or otherwise seek to adversely influence or alter such person’s relationship with the Company (without written consent of the Corporation on the date Employee’s employment terminatesBoard of Directors); or or (ii) solicit, entice, broker or assist encourage any other person or business entity in solicitingthat is, or was, at any depositors or other customers time during the twelve (12) months after termination of Executive’s employment under this Agreement and the immediately preceding twelve (12) month period, a prospective Affiliate of the Corporation Company or a customer, client or vendor or prospective customer, client or vendor of the Company, to make deposits in terminate or to become customers of any other financial institution conducting a Competitive Business. As used in this Agreementotherwise alter his, the term “Competitive Business” means all banking and financial products and services and any other products and services substantially similar to those offered by the Corporation on the date that Employee’s employment terminates. Employee’s obligations under this Section 7(a) shall terminate on the date a Change of Control occursher or its relationship with Company. (b) During Executive agrees that on and the term after effective date of this Agreement and throughout any further period that he is an officer or employee of the CorporationAgreement, and for a period of twelve (12) months after termination of employment under this Agreement, Executive agrees not to, unless acting pursuant with the prior written consent of the Board of Directors, which consent will not be unreasonably withheld, directly or indirectly, own, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise with or use or permit Executive’s name to be used in connection with, any Competing Business located in the Geographic Area. For purposes of this Agreement, a “Competing Business” is any business or enterprise actively engaged (i) in a business from which the consolidated Company (the Company and after its subsidiaries), taken as a whole, derived at least ten percent of its annual gross revenues for the date that Employee is (for any reason) no longer employed by the Corporation or for a period of twelve (12) months from immediately preceding the date of entry by a court termination, or (ii) in any strategic initiative of competent jurisdiction of a final judgment enforcing this covenant the Company commenced in the event twelve (12) months immediately preceding the date of termination, or actively being considered by the Company on the date of termination. “Geographic Area” means the states in which the Company and its subsidiaries are operating as of the date of termination. It is recognized by Executive that the business of the Company and its subsidiaries and Executive’s connection therewith is, or will be, involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The foregoing restriction shall not be construed to prohibit the ownership by Executive of less than one percent of any class of securities of any corporation which is engaged in any of the foregoing businesses having a breach by Employeeclass of securities registered pursuant to the Securities Exchange Act of 1934, whichever is laterprovided that such ownership represents a passive investment and that neither Executive nor any group of persons including Executive in any way, Employee covenants and agrees that he will not, either directly or indirectly, either manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights as a principalshareholder, agent, employee, employer, stockholder, co-partner or in seeks to do any other individual or representative capacity whatsoever induce any individuals to terminate their employment with of the Corporation or the Bankforegoing.

Restrictive Covenants. (a) During the term of this Agreement and throughout any further period that he is an officer or employee of the Corporation, and for 12.1 For a period of twelve commencing on the date hereof and ending twenty-four (1224) months from and after following the date that Employee is (termination of Group’s engagement hereunder for any reason) no longer employed by the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by Employee, whichever is later, Employee covenants and Group agrees that he will notGroup shall not nor shall Group permit any person or entity, directly or indirectlyindirectly (alone or together with others) controlling, either controlled by, affiliated with or related to him to, directly or indirectly (including through ownership, management, operation or control of any other person or entity, or participation in the ownership, management, operation or control of any other person or entity, or by being connected with or having any interest in, as a principalstockholder, agent, employeeconsultant or partner, employerany other person or entity): 12.2 engage in the ownership, stockholderoperation, co-partner control or management, or be employed by any radiation oncology practices (whether as a separate business or in conjunction with any other individual business or representative capacity whatsoever: practice) (ia “Competing Business”) engage in a Competitive Business anywhere within a fifty thirty-five (5035) mile radius of the principal executive offices Facility (the “Service Area”); 12.3 have any interest, whether as owner, stockholder, member, partner, director, officer, consultant or otherwise, in any Competing Business in the Service Area; provided, however, that the foregoing restriction shall not prevent any Seller from owning stock in any Competing Business listed on a national securities exchange or traded in the over-the-counter market; provided that Group does not own more than an aggregate of one percent (1%) of the Corporation on the date Employee’s employment terminatesstock of such entity; or 12.4 directly or (ii) solicit, indirectly employ or assist retain or attempt to employ or retain or knowingly arrange or solicit to have any other person or business entity employ or retain, as an employee, consultant or any person who heretofore (during the eighteen (18) month period ending on the Closing Date) has been employed or retained by the LLC in soliciting, connection with any depositors or other customers aspect of the Corporation Business. 12.5 Group acknowledges that the restrictive covenants contained herein have unique value to make deposits the LLC, the breach of which cannot be adequately compensated in an action of law. Group further agrees that, in the event of the breach of the restrictive covenants contained herein, the LLC shall be entitled to obtain appropriate equitable relief, including, without limitation, a permanent injunction or similar court order enjoining any Seller from violating any of such provisions, and that pending the hearing and the decision on the application for permanent equitable relief, the LLC shall be entitled to become customers a temporary restraining order and a preliminary injunction. The prevailing party shall be entitled to reimbursement from the other party of its reasonable costs and expenses (including attorneys’ fees and disbursements) of, or related to, such action or proceeding. No such remedy shall be construed to be the exclusive remedy of the LLC and any and all such remedies shall be held and construed to be cumulative and not exclusive of any other financial institution conducting a Competitive Business. As used rights or remedies, whether at law or in equity, otherwise available under the terms of this Agreement, the term “Competitive Business” means all banking at common law, or under federal, state or local statutes, rules and financial products and services and any other products and services substantially similar to those offered by the Corporation on the date that Employee’s employment terminates. Employee’s obligations under this Section 7(a) shall terminate on the date a Change of Control occursregulations. (b) During 12.6 The foregoing restrictive covenants are not intended to be construed to restrict, limit or prohibit Group from engaging in the term professional practice of this Agreement and throughout medicine. If any further period that he is an officer or employee of the Corporation, and for a period of twelve (12) months from and after the date that Employee is (for any reason) no longer employed by the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction shall deem any of a final judgment enforcing the restrictive covenants contained in this covenant in Section 12, or portion of any such covenants, too extensive or unenforceable, the event other provisions of a breach this Section 12 shall nevertheless stand and remain enforceable according to their terms. In such circumstance, the parties hereto expressly authorize the court to modify such covenants or offending portion thereof, so that the restrictions, limitations and scope of the restrictive covenants extend for the longest period, comprise the largest territory and are enforceable to the maximum permissible extent by Employee, whichever is later, Employee covenants law under the circumstances. 12.7 The provisions of this Section 12 shall survive the execution and agrees that he will not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, co-partner or in any other individual or representative capacity whatsoever induce any individuals to terminate their employment with the Corporation or the Bankdelivery of this Agreement.

Restrictive Covenants. During the three (3) years following the end of the Employee's employment by the Company (the "Covenant Period"): (a) During the term of this Agreement and throughout any further period that he is an officer or employee of the Corporation, and for a period of twelve (12) months from and after the date that The Employee is (for any reason) no longer employed by the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by Employee, whichever is later, Employee covenants and agrees that he will not, directly or indirectly, either as a principalpartner, agentofficer, employee, employerdirector, stockholder, co-partner proprietor, consultant, representative, agent or in otherwise become, be interested in, associate with or render assistance to any other individual or representative capacity whatsoeverPerson: (i) engage engaged in a Competitive Business anywhere within a fifty (50) mile radius the ownership, operation and/or management of the principal executive offices of the Corporation on the date Employee’s employment terminatesany direct marketing and/or Internet marketing business; or (ii) solicit, or assist engaged in such other line of business within a 250 mile radius of any other person or business entity in soliciting, any depositors or other customers location at which the Company is then engaged therein if during the last full fiscal year of the Corporation to make deposits in or to become customers of any other financial institution conducting a Competitive Business. As used in this Agreement, the term “Competitive Business” means all banking and financial products and services and any other products and services substantially similar to those offered by the Corporation on Company preceding the date that of the termination of the Employee’s employment terminates's employment, such other line of business accounted for at least 5% of the Company's revenue during such year. Employee’s obligations under this The foregoing provisions shall not, however, prohibit the ownership by any Employee of securities in accordance with Section 7(a) shall terminate on the date a Change of Control occurs2(e). (bi) During the term of this Agreement and throughout any further period that he is an officer or employee of the Corporation, and for a period of twelve (12) months from and after the date that The Employee is (for any reason) no longer employed by the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by Employee, whichever is later, Employee covenants and agrees that he will not, directly or indirectly, either as a principalduring the Covenant Period, agent, employee, employer, stockholder, co-partner for his own benefit or in for the benefit of any other individual Person, knowingly solicit the professional services of any Person employed by the Company, any Subsidiary or representative capacity whatsoever induce any individuals Affiliate thereof or any Person who had been employed within three (3) months prior thereto, or otherwise interfere with the relationship between the Company, any Subsidiary or any Affiliate thereof and any of such Persons. (ii) If this Agreement is terminated pursuant to terminate their Section 7(a), then Employee, for a period of three (3) years from the date of termination, shall not, directly or indirectly, solicit or encourage any Person who was a customer of the Company, any Subsidiary or any Affiliate thereof during the three (3) years prior to the date of such termination to cease doing business with the Company or to do business with any other Person that is engaged in the same or similar business to that of the Company. (iii) If this Agreement shall be terminated other than pursuant to Section 7(a), then Employee, for a period of one (1) year from the date of termination, shall not, directly or indirectly, solicit or encourage any Person who was a customer of the Company, any Subsidiary or any Affiliate thereof during the three (3) years prior to the date of such termination to cease doing business with the Company or to do business with any other Person that is engaged in the same or similar business to that of the Company. (c) The Employee recognizes and acknowledges that, in connection with his employment with the Corporation Company, he will have access to valuable trade secrets and confidential information of the Company and its Subsidiaries and Affiliates including, but not limited to, customer and supplier lists, business methods and processes, marketing, promotional, pricing and financial information and data relating to employees and agents (collectively, "Confidential Information") and that such Confidential Information is being made available to the Employee only in connection with the furtherance of his employment with the Company. The Employee agrees that during the Employment Term and thereafter, he will not use or disclose any of such Confidential Information to any Person, except that disclosure of Confidential Information by the BankEmployee will be permitted: (i) to the Company, its Subsidiaries and Affiliates and their respective advisors; (ii) if such Confidential Information has previously become available to the public through no fault of the Employee; (iii) if required by any court or governmental agency or body or is otherwise required by law; or (iv) if expressly consented to by the Company. (d) The parties agree that a violation of any provision of any of the foregoing agreements not to compete or disclose, or any provision thereof, will cause irreparable damage to the Company, and the Company shall be entitled (without any requirement of posting a bond or other security), in addition to any other rights and remedies which it may have, at law or in equity, to an injunction enjoining and restraining the Employee from doing or continuing to do any such act or any other violations or threatened violations of this Section 6. (e) Any interest in patents, patent applications, inventions, copyrights, developments, and processes ("Such Inventions") which Employee now or hereafter during any period he is employed by the Company may, directly or indirectly, own or develop relating to the fields in which the Company may then be engaged shall belong to the Company; and, forthwith upon request of the Company, Employee hereby agrees that he shall execute all such assignments and other documents and take all such other action as the Company may reasonably request in order to vest in the Company all of his right, title, and interest in and to Such Inventions, free and clear of all liens, charges, and encumbrances. (f) The Employee acknowledges and agrees that the restrictive covenants set forth in this Section 6 (the "Restrictive Covenants") are reasonable and valid in geographical and temporal scope and in all other respects. If any court determines that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable, the remainder of the Restrictive Covenants shall not thereby be affected and shall be given full force and effect, without regard to the invalid or unenforceable parts. (g) If any court determines that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable for any reason, such court shall have the power to modify such Restrictive Covenant, or any part thereof, and, in its modified form, such Restrictive Covenant shall then be valid and enforceable.

Restrictive Covenants. (a) During the term of this Agreement Ancillary to and throughout any further period that he is an officer or employee of the Corporation, and for a period of twelve (12) months from and after the date that Employee is (for any reason) no longer employed by the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by Employee, whichever is later, Employee covenants and agrees that he will not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, co-partner or in any other individual or representative capacity whatsoever: (i) engage in a Competitive Business anywhere within a fifty (50) mile radius of condition to Executive’s right to receive the principal executive offices of the Corporation on the date Employee’s employment terminates; or (ii) solicit, or assist any other person or business entity in soliciting, any depositors or other customers of the Corporation to make deposits in or to become customers of any other financial institution conducting a Competitive Business. As used payments set forth in this Agreement, Executive agrees to the term following provisions (collectively, the “Competitive Business” means all banking Restrictive Covenants”), which Executive acknowledges represent a fair balance of the Company’s rights to protect its business and financial products and services and any other products and services substantially similar Executive’s right to those offered by the Corporation on the date that Employee’s employment terminates. Employeepursue employment: (a) Executive reaffirms Executive’s obligations under this Section 7(athat certain Confidential Information and Inventions Assignment Agreement between Executive and the Company (the “Confidentiality Agreement”) shall terminate on and acknowledges that such obligations survive Executive’s termination of employment with the date a Change of Control occursCompany as set forth in the Confidentiality Agreement. (b) During the term of this Agreement and throughout any further period that he is an officer Severance Period, Executive shall not, without the Company’s prior written consent, on Executive’s own behalf, or as owner, manager, stockholder, consultant, director, officer, or employee of the Corporation, and for a period of twelve (12) months from and after the date any business entity participate in any capacity in any business activity that Employee is (for any reason) no longer employed by the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by Employee, whichever is later, Employee covenants and agrees that he will notcompetes, directly or indirectly, either with any of the products or services being developed, marketed, distributed, planned, sold or otherwise provided by the Company or its affiliates during the period of Executive’s employment with the Company that relate to the discovery, development or commercialization of lysins or direct lytic agents; provided that nothing in this Section will prohibit Executive from being a passive owner of not more than 2% of the outstanding equity interests in any entity that is publicly traded, so long as a principalExecutive has no active participation in the business of such entity. (c) During the Severance Period, agentExecutive will not solicit, induce or encourage any (i) employee of the Company or its affiliates to terminate his or her employment with the Company or (ii) distributor, supplier, customer, client or agent of the Company or its affiliates to terminate or modify its relationship with the Company or its affiliates; provided that nothing in this Section will prohibit general solicitations not targeted to any such employee, employerdistributor, stockholdersupplier, co-partner customer, client or agent. (d) Executive agrees that Executive shall not disparage, criticize or defame the Company, its affiliates and their respective affiliates, directors, officers, agents, partners, stockholders, employees, products, services, technology or business, either publicly or privately. The Company agrees that it shall instruct its officers and members of its Board of Directors to not, disparage, criticize or defame Executive, either publicly or privately. Nothing in this Section shall prohibit true statements made in any evidence or testimony required by a court, arbitrator or government agency or reasonably necessary to enforce a party’s rights under this Agreement. (e) In the event the terms of this Section 13 are determined by any court of competent jurisdiction to be unenforceable by reason of extending for too great a period of time or over too great a geographical area or by reason of being too extensive in any other individual respect, they will be interpreted to extend only over the maximum period of time for which they may be enforceable, over the maximum geographical area as to which they may be enforceable or representative capacity whatsoever induce any individuals to terminate their employment with the Corporation or the Bankmaximum extent in all other respects as to which they may be enforceable, all as determined by such court in such action.

Restrictive Covenants. (a) During In addition to any other obligation of the term Executive under any other agreement with the Company, in order to assure that the Company will realize the benefits of this Agreement and throughout any further period in consideration of the employment set forth in this Agreement, the Executive agrees that he is an officer or employee of shall not during the Corporation, Employment Period and for a period of twelve sixty (12) months from and after the date that Employee is (for any reason) no longer employed by the Corporation or for a period of twelve (1260) months from the date Executive's termination of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by Employee, whichever is later, Employee covenants and agrees that he will not, employment: (a) directly or indirectly, either alone or as a principalpartner, joint venturer, member, officer, director, employee, consultant, agent, employeeindependent contractor, employer, stockholder, co-partner stockholder or in any other individual capacity of any company or representative capacity whatsoever: (i) business, engage in any business activity in any state in which the Company owns a Competitive Business anywhere within a fifty (50) mile radius of the principal executive offices of the Corporation scrap metal yard or scrap metal processing facility on the date Employee’s employment terminates; or (ii) solicit, or assist any other person or business entity in soliciting, any depositors or other customers of the Corporation to make deposits Executive's termination of employment which is directly or indirectly in or to become customers competition with the Company Business (as defined below); provided, however, that, the beneficial ownership of less than 5% of the shares of stock of any other financial institution conducting corporation having a Competitive Business. As used class of equity securities actively traded on a national securities exchange or over-the-counter market shall not be deemed, in this Agreementand of itself, to violate the term “Competitive Business” means all banking and financial products and services and any other products and services substantially similar to those offered by the Corporation on the date that Employee’s employment terminates. Employee’s obligations under prohibitions of this Section 7(a) shall terminate on the date a Change of Control occurs.17; (b) During the term of this Agreement and throughout directly or indirectly (i) induce any further period that he person which is an officer or employee a customer of the Corporation, and for a period Company or any subsidiary or affiliate of twelve (12) months from and after the Company on the date of the Executive's termination of employment to patronize any business directly or indirectly in competition with the Company Business; (ii) canvass, solicit or accept from any person that Employee is a customer of the Company or any subsidiary or affiliate of the Company on the date of the Executive's termination of employment, any such competitive business, or (for iii) request or advise any reasonperson that is a customer of the Company Business on the date of the Executive's termination of employment to withdraw, curtail, or cancel any such customer's business with the Company or any affiliate or subsidiary of the Company; or (c) no longer directly or indirectly employ, or knowingly permit any company or business directly or indirectly controlled by him, to employ, any person who was employed by the Corporation Company or for a period any subsidiary or affiliate of twelve (12) months from the Company on the date of entry by a court the Executive's termination of competent jurisdiction employment or within six months prior to the date of a final judgment enforcing this covenant in the event Executive's termination of a breach by Employeeemployment, whichever is later, Employee covenants and agrees that he will not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, co-partner or in any other individual or representative capacity whatsoever manner seek to induce any individuals such person to terminate their employment with the Corporation leave his or the Bankher employment.

Restrictive Covenants. (a) During the term of this Agreement and throughout any further period that he is an officer or employee of the Corporation, and for For a period of twelve [***] (12[***]) months from and years commencing on the Closing Date, no Seller Restricted Entity shall, directly or indirectly, own, manage, operate, control or invest in, or participate in the ownership, management, operation or control of, any Restricted Business; provided that the prohibitions in this Section 5.22(a) shall not apply to: (A) any acquisition, whether through the acquisition of assets, securities or other ownership interests or a merger, consolidation, share exchange, business combination, reorganization, recapitalization or other similar transaction, by any Seller Restricted Entity of all or any part of a business or Person that is engaged in the Restricted Business where the revenues of the acquired Restricted Business represent no more than [***] percent ([***]%) of the aggregate consolidated revenues of such acquired business or Person, as applicable, for such business’s or Person’s most recently completed fiscal year; (B) the acquisition, holding or direct or indirect passive ownership by any Seller Restricted Entity of up to an aggregate of [***] percent ([***]%) of the voting stock or other equity interests of any Person; or (C) the ownership, management, operation, control or investment in, or participation in the ownership, management, operation or control of, any Restricted Business by any Seller Restricted Entity acquired in compliance with clause (A) of this sub-section (a) or developed organically by such Seller Restricted Entity (either before or after the date that Employee of this Agreement), in each case, if such Restricted Business is ancillary to other services offered by a Seller Restricted Entity and all such ancillary Restricted Businesses in which Seller Restricted Entities are engaged represent no more than [***] percent ([***]%) of the aggregate consolidated revenues of the Seller Restricted Entities for any reasonthe Seller Restricted Entities’ most recently completed fiscal year. (b) no longer employed by the Corporation or for For a period of twelve [***] (12[***]) years commencing on the Closing Date, no Seller Restricted Entity shall, or shall attempt to, directly or indirectly, solicit for employment or engagement or hire or engage any Continuing Employee employed by any Acquired Group Company as of immediately prior to the Closing, or encourage or induce any such employee to leave such employment, except any general solicitation (including through the use of recruiting or search firms) which is not directed specifically to any such employees so long as no Continuing Employee is employed or engaged as a result thereof; provided, however, that nothing in this Section 5.22(b) shall prevent any Seller Restricted Entity from (i) hiring or soliciting any of the Continuing Employees whose employment has been terminated by Buyer or any of its Affiliates or (ii) after [***] ([***]) months from the date of entry resignation, hiring or soliciting any Continuing Employee who has resigned from his or her employment with Buyer and its Affiliates (including the Acquired Group Companies). (c) If any Seller Restricted Entity breaches this Section 5.22, Buyer may seek an injunction or other equitable relief restraining such breach in accordance with Section 10.11(b) in addition to all other remedies available at law or equity; provided, however, that prior to seeking such injunction or remedy, Buyer shall give the applicable Seller Restricted Entity written notice specifying in reasonable detail the action or actions taken that Buyer believes to be prohibited by this Section 5.22 and such Seller Restricted Entity shall have thirty (30) days after receipt of such written notice to cease the prohibited behavior; provided, that no cure right shall apply to any subsequent breach arising out of the same or substantially similar acts. (d) The Seller Restricted Entities acknowledge that the restrictions contained in Section 5.22 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a court of competent jurisdiction of a final judgment enforcing material inducement to Buyer to enter into this covenant in Agreement and consummate the transactions contemplated by this Agreement. In the event of a breach that any covenant contained in this Section 5.22 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by Employeeapplicable Law in any jurisdiction, whichever then any court is laterexpressly empowered to reform such covenant, Employee and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 5.22 and each provision hereof are severable and distinct covenants and agrees that he will notprovisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction. (e) For the avoidance of doubt, the terms of Section 5.22(a) and Section 5.22(b) shall not apply to [***]. For purposes of this Section 5.22(e), the term “control” shall mean the power, authority or ability of Seller Parent to, directly or indirectly, either as a principal, agent, employee, employer, stockholder, co-partner or in any other individual or representative capacity whatsoever: (i) engage in a Competitive Business anywhere within a fifty (50) mile radius cause the applicable entity to comply with the applicable terms of the principal executive offices of the Corporation on the date Employee’s employment terminates; or (ii) solicit, or assist any other person or business entity in soliciting, any depositors or other customers of the Corporation to make deposits in or to become customers of any other financial institution conducting a Competitive Business. As used in this Agreement, the term “Competitive Business” means all banking and financial products and services and any other products and services substantially similar to those offered by the Corporation on the date that Employee’s employment terminates. Employee’s obligations under this Section 7(a) shall terminate on the date a Change of Control occurs5.22. (b) During the term of this Agreement and throughout any further period that he is an officer or employee of the Corporation, and for a period of twelve (12) months from and after the date that Employee is (for any reason) no longer employed by the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by Employee, whichever is later, Employee covenants and agrees that he will not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, co-partner or in any other individual or representative capacity whatsoever induce any individuals to terminate their employment with the Corporation or the Bank.

Restrictive Covenants. Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its affiliates and accordingly agrees as follows: (a) During the term period of this Agreement and throughout Executive’s employment by the Company, Executive will not, directly or indirectly, (i) engage in any further period business for Executive’s own account that he is an officer or employee competes with the business of the CorporationCompany or its affiliates (including, without limitation, businesses which the Company or its affiliates have specific plans to conduct in the future and as to which Executive is aware of such planning), (ii) enter the employ of, or render any services to, any person engaged in any business that competes with the business of the Company or its affiliates, (iii) acquire a financial interest in any person engaged in any business that competes with the business of the Company or its affiliates, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant. During the period of Executive’s employment by the Company and for a period of twelve (12) months from and after thereafter (the date that Employee is (for any reason) no longer employed by the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by Employee“Restricted Period”), whichever is later, Employee covenants and agrees that he Executive will not, directly or indirectly, either as a principalinterfere with business relationships (whether formed before or after the date of this Agreement) between the Company or any of its affiliates and clients, agentcustomers, employeesuppliers, employerpartners, stockholder, co-partner members or in any other individual or representative capacity whatsoever: (i) engage in a Competitive Business anywhere within a fifty (50) mile radius investors of the principal executive offices of the Corporation on the date Employee’s employment terminates; Company or (ii) solicitits affiliates, or assist any other person or business entity in soliciting, any depositors or other customers of the Corporation to make deposits in or to become customers of any other financial institution conducting a Competitive Business. As used in this Agreement, the term “Competitive Business” means all banking and financial products and services and any other products and services substantially similar to those offered by the Corporation on the date that Employee’s employment terminates. Employee’s obligations except as he is entitled under this Section 7(a) shall terminate on the date a Change of Control occursapplicable law. (b) Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly, own, solely as an investment, securities of any person engaged in the business of the Company or its affiliates which are publicly traded on a national or regional stock exchange or on an over-the-counter market if Executive (i) is not a controlling person of, or a member of a group which controls, such person and (ii) does not, directly or indirectly, own five percent (5%) or more of any class of securities of such person. (c) During the term of this Agreement and throughout any further period that he is an officer or employee of the CorporationRestricted Period, and for a period of twelve (12) months from and after the date that Employee is (for any reason) no longer employed by the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by Employee, whichever is later, Employee covenants and agrees that he Executive will not, directly or indirectly, either as solicit or encourage any employee or consultant of the Company or its affiliates to leave the employment of the Company or its affiliates. (d) During the Restricted Period, given his access to and knowledge of the Company’s proprietary and confidential information, client lists, business strategy and pricing, among other proprietary knowledge, Executive will not use or disclose confidential information to directly or indirectly solicit or encourage to cease to work with the Company or its affiliates any clients or potential clients of the Company or its affiliates. (e) It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 14 to be reasonable, if a principal, agent, employee, employer, stockholder, co-partner final determination is made by an arbitrator or in court of competent jurisdiction that the time or territory or any other individual restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or representative capacity whatsoever induce indicate to be enforceable. Alternatively, if any individuals arbitrator or court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to terminate their employment make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein. (f) This Section 14 controls in the event of any conflict or inconsistency with any provision of the Corporation or the BankConfidentiality Agreement (as defined in Section 15(c)).

Restrictive Covenants. Executive acknowledges that (ai) During Executive performs services of a unique nature for the Company that are irreplaceable and that Executive’s performance of such services to a competing business will result in irreparable harm to the Company; (ii) Executive has had and will continue to have access to Confidential Information (as that term is defined in the Loyalty Agreement), which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of this Agreement its affiliates; (iii) in the course of employment by a competitor, Executive would inevitably use or disclose such Confidential Information; (iv) the Company and throughout any further period that he is an officer or employee of its affiliates have substantial relationships with their customers and Executive has had and will continue to have access to these customers; (v) the Corporation, Executive has received and for a period of twelve (12) months from and after the date that Employee is (for any reason) no longer employed by the Corporation or for a period of twelve (12) months will receive specialized training from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant Company and its affiliates; and (vi) Executive has generated and will continue to generate goodwill for the Company and its affiliates in the event course of a breach by Employeeemployment. Accordingly, whichever is later, Employee Executive covenants and agrees that he will during the Employment Term and for 24 months thereafter, Executive shall not, directly or indirectly, either as a principalwithout the prior written consent of the Board, agent, and except in the furtherance of the Executive’s duties hereunder: 7.1 As an employee, employer, stockholderconsultant, co-partner agent, principal, partner, shareholder, officer, director, or through any kind of ownership (other than ownership of securities of publicly held corporations of which Executive owns less than 1% of any class of outstanding securities so long as Executive has no active participation in the business of any such corporation) or in any other representative or individual capacity, whether or representative capacity whatsoever: (i) not for compensation, own, manage, operate, control, be employed by, engage in or render any services to any business of any person, firm, corporation or other entity, in whatever form, that is engaged in any work or activity that involves a Competitive Business anywhere within product, process apparatus, service or development that is then competitive with or similar to a fifty product, process, apparatus, service or development on which Executive worked or with respect to which Executive had access to Confidential Information (50as that term is defined in the Loyalty Agreement) mile radius while at the Company or any of its affiliates at any time on or before the termination of Executive’s employment, or in any other segment of the principal executive offices industry in which the Company or any affiliate is or has (as of the Corporation date of Executive’s termination of employment) substantial and material active plans to become involved after the Effective Date and on or prior to the date Employeeof termination of Executive’s employment terminates; or (ii) employment. 7.2 Employ, solicit, hire, recruit, attempt to employ, solicit, hire or assist any other person recruit, or business entity in solicitinginduce the termination or diminution of employment or engagement of, any depositors employee or other customers service provider of the Corporation Company or any of its affiliates or any individual who was an employee or other service provider of the Company or any of its affiliates in the prior six months. A general advertisement not directed specifically at employees or other service providers of the Company or an affiliate will not be a violation of this Section 7.2 or of Section 6(c) of the Loyalty Agreement. 7.3 Solicit, contact (including but not limited to make deposits in email, regular mail, express mail, telephone, fax, instant message, or social media), or meet or attempt to become customers solicit, contact, or meet with the Company’s or any of any other financial institution conducting a Competitive Business. As used in this Agreementits affiliates’ current, the term “Competitive Business” means all banking and financial products and former or prospective customers, vendors or suppliers for purposes of offering or accepting goods or services and any other products and services substantially similar to or competitive with those offered by the Corporation on the date that Employee’s employment terminates. Employee’s obligations under this Section 7(a) shall terminate on the date a Change of Control occursCompany or any affiliates. (b) During the term of this Agreement and throughout any further period that he is an officer or employee of the Corporation, and for a period of twelve (12) months from and after the date that Employee is (for any reason) no longer employed by the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by Employee, whichever is later, Employee covenants and agrees that he will not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, co-partner or in any other individual or representative capacity whatsoever induce any individuals to terminate their employment with the Corporation or the Bank.

Restrictive Covenants. (a) During 5.1 Employee acknowledges that the term Company is in the information services business and that the Employee, as Chief Executive Officer of this Agreement the Company, will be familiar in detail with the activities of the Company and throughout any further period will participate in formulating the activities; that he is an officer or employee will continue to be familiar in detail with the activities and future plans of the CorporationCompany as they continue to develop during his employment; and that his position will give him a thorough knowledge of the Company's customers, suppliers and servicing and marketing operations and will place him in close and continuous contact with the Company's customers and suppliers. Accordingly, during the Term of his employment by the Company and for a period of twelve two years immediately following the termination thereof (12the Term of employment and the subsequent one year period being collectively referred to as the "Covenant Period") months from and after the date that Employee is (for any reason) no longer employed unless otherwise consented to by the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant Company in the event of a breach by Employee, whichever is laterwriting, Employee covenants and agrees that he will shall not, within any city, town or county in which the Company or any of its affiliates conducts or does any business, directly or indirectly, either for himself or as a principalan officer, director, stockholder, partner, associate, employee, consultant, agent, employeeindependent contractor, employeror representative, stockholderrender services to any other business or business entity, co-partner as defined below (except a parent, subsidiary or affiliate of the Company), which is engaged directly or indirectly in any other individual line of business which is competitive with any line of business in which the Company may be engaged at the time of termination of Employee's employment hereunder; provided, however the restrictive provisions of this paragraph shall not apply in the event the Employee is terminated by the Company without Cause or representative capacity whatsoever: (i) engage in a Competitive Business anywhere within a fifty (50) mile radius of the principal executive offices of Employee resigns for Good Reason and the Corporation on Company is paying the date Employee’s employment terminates; or (ii) solicitEmployee pursuant to Section 3.6 above, or assist upon a Change in Control; provided, further however, that the Employee shall be permitted to own less than a 5% interest as a stockholder (and in no other capacity) in any other person or business entity public company even though it may be in soliciting, any depositors or other customers of competition with the Corporation to make deposits in or to become customers of any other financial institution conducting a Competitive BusinessCompany. As used in this Agreement, the term “Competitive Business” means all banking and financial products and services and "business entity" shall include, but not be limited to, any corporation, firm, partnership, association, trust, group, joint venture, or individual proprietorship. 5.2 Employee shall not, during the Covenant Period or thereafter, disclose to any business entity any confidential information regarding the customers, suppliers, marketing arrangements or methods of operation of the Company, or any other products confidential information of the Company, except that nothing contained in this sentence shall be construed to prevent Employee from using any general technical know how and services substantially similar information that is in the public domain, any information of a nature known generally throughout the industry, any information that prior to those offered being obtained by the Corporation on Employee from the date Company was in the possession of the Employee, or information that Employee’s employment terminates. Employee’s obligations is subsequently disclosed to the Employee by a third party not under this Section 7(a) shall terminate on the date a Change of Control occursany obligation to retain such information in confidence. (b) During 5.3 Employee shall, during the term Term of this Agreement and throughout any further period that he is an officer his employment, promptly reveal to the Company all matters coming to Employee's attention pertaining to the business or employee interests of the CorporationCompany. 5.4 Unless otherwise consented to by the Company in writing, and Employee shall not, for a period of twelve (12) months two years immediately following the termination of Employee's employment, solicit for hiring, on his own behalf or on behalf of any business entity, any key employee of the Company. 5.5 Employee shall not, during his Term of employment or upon termination thereof, remove from and after the date that Employee is (for offices of the Company, any reason) no longer employed studies, samples, reports, plans, contracts, publications, customer lists or other similar items nor copies or facsimiles thereof, except as the same may relate to the performance of Employee's duties hereunder, or as otherwise authorized by the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by Employee, whichever is later, Employee covenants and agrees that he will not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, co-partner or in any other individual or representative capacity whatsoever induce any individuals to terminate their employment with the Corporation or the BankCompany.

Restrictive Covenants. (a) During Executive agrees that on and after the term Commencement Date, for a period of twelve (12) months after termination of his employment under this Agreement, Executive will not, directly or indirectly, individually, or in association or in combination with any other person or entity, whether as a shareholder of a corporation, or a manager or member of a limited liability company, or as an employee, agent, independent contractor, consultant, advisor, joint venturer, partner or otherwise: (i) employ, engage or solicit for employment any person who is, or was, at any time during the twelve (12) months after termination of his employment under this Agreement and throughout any further period that he is the immediately preceding twelve (12) month period, an officer or employee of the CorporationCompany or otherwise seek to adversely influence or alter such person’s relationship with the Company (without written consent of the Board); or (ii) solicit, entice, broker or encourage any person or entity that is, or was, at any time during the twelve (12) months after termination of his employment under this Agreement and the immediately preceding twelve (12) month period, a prospective Affiliate of the Company or a customer, client or vendor or prospective customer, client or vendor of the Company, to terminate or otherwise alter his, her or its relationship with Company. (b) Executive agrees that on and after the Commencement Date and for a period of twelve (12) months from and after the date that Employee is (for any reason) no longer employed by the Corporation or for a period termination of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing his employment under this covenant in the event of a breach by EmployeeAgreement, whichever is later, Employee covenants and Executive agrees that he will not, unless acting pursuant with the prior written consent of the Board of Directors, which consent will not be unreasonably withheld, directly or indirectly, either own, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected as a an officer, director, employee, partner, principal, agent, employeerepresentative, employerconsultant or otherwise with or use or permit his name to be used in connection with, stockholderany Competing Business located in the Geographic Area. For purposes of this Agreement, co-partner a “Competing Business” is any business or in any other individual or representative capacity whatsoever: enterprise actively engaged (i) engage in a Competitive Business anywhere within business from which the consolidated Company (the Company and its subsidiaries), taken as a fifty (50) mile radius whole, derived at least ten percent of its annual gross revenues for the principal executive offices of the Corporation on the date Employee’s employment terminates; or (ii) solicit, or assist any other person or business entity in soliciting, any depositors or other customers of the Corporation to make deposits in or to become customers of any other financial institution conducting a Competitive Business. As used in this Agreement, the term “Competitive Business” means all banking and financial products and services and any other products and services substantially similar to those offered by the Corporation on the date that Employee’s employment terminates. Employee’s obligations under this Section 7(a) shall terminate on the date a Change of Control occurs. (b) During the term of this Agreement and throughout any further period that he is an officer or employee of the Corporation, and for a period of twelve (12) months from and after immediately preceding the date that Employee is of termination, or (for ii) in any reason) no longer employed by strategic initiative of the Corporation or for a period of Company commenced in the twelve (12) months immediately preceding the date of termination, or actively being considered by the Company in writing on the date of termination, and “Geographic Area” means the states in which the Company and its subsidiaries are operating as of the date of termination. It is recognized by Executive that the business of the Company and its subsidiaries and Executive’s connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The foregoing restriction shall not be construed to prohibit the ownership by Executive of less than one percent of any class of securities of any corporation which is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934, provided that such ownership represents a passive investment and that neither Executive nor any group of persons including Executive in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights as a shareholder, or seeks to do any of the foregoing. (c) Executive acknowledges that the restrictions contained in paragraph (a) and (b) are reasonable and necessary to protect the legitimate interests of the Company and its subsidiaries and Affiliates, and that any violation of those provisions will result in irreparable injury to the Company. Executive represents that his experience and capabilities are such that the restrictions contained in paragraphs (a) and (b) will not prevent Executive from obtaining employment or otherwise earning a living at the same general level of economic benefit as is the case as of the date hereof. Executive agrees that the Company shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, which right shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled. In the event that any of the provisions of paragraph (a) or (b) should ever be adjudicated to exceed the time, geographic, service, or other limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, service, or other limitations permitted by applicable law. Executive further agrees that he shall reimburse Company for its expenses incurred in enforcing this Agreement, if Company prevails in any suit under this Agreement or if he is found to have breached or threatened to breach any term of this Agreement, including without limitation, Company’s attorneys’ fees and costs. Executive agrees that in the event that the Company finds it necessary to enforce this Agreement in a court of law or equity, the twelve (12) month restriction referred to in clauses (a) and (b) above shall begin from the date of entry by a court of competent jurisdiction the final order of a final judgment enforcing this covenant in the event of a breach by Employee, whichever is later, Employee covenants and agrees that he will not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, co-partner or in any other individual or representative capacity whatsoever induce any individuals to terminate their employment with the Corporation or the Bankcourt.

Restrictive Covenants. LD and J▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the "Executive") each agree beginning with Effective Date until the later of (i) the one year anniversary of the Effective Date, (ii) Regulatory Approval for the Product, or (iii) May 30, 2017 (such date being 30 days after the date of the last payment which will be due under the Research and Development Agreement) (such time period, the "Restrictive Covenant Period") that: (a) During Neither LD nor the term of this Agreement and throughout any further period that he is an officer or employee of the Corporation, and for a period of twelve (12) months from and after the date that Employee is (for any reason) no longer employed by the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by Employee, whichever is later, Employee covenants and agrees that he will notExecutive will, directly or indirectly, either individually or as a principalconsultant to, agent, or an employee, employerofficer, director, manager, member, stockholder, co-partner partner, member, investor, lender or other owner or participant in any business entity (other individual or representative capacity whatsoever: (i) than through PMI as provided for herein), engage in a Competitive Business anywhere within a fifty (50) mile radius of the principal executive offices of the Corporation on the date Employee’s employment terminates; or (ii) solicit, or assist any other person or entity to engage in any business entity which competes with any business in solicitingwhich PMI is engaging or in which PMI actively plans to engage (as evidenced by meaningful efforts by PMI with respect thereto), anywhere in the world, including without limitation providing any depositors design or other customers development work for any Competing Product; provided, that, this Section 8.5(a) shall not prohibit the Executive from acquiring, solely as a passive investment, up to 1% of the Corporation to make deposits in or to become customers securities of any other financial institution conducting a Competitive Business. As used publicly traded company whose activities may be in this Agreement, breach of the term “Competitive Business” means all banking and financial products and services and any other products and services substantially similar to those offered by the Corporation on the date that Employee’s employment terminates. Employee’s obligations under this Section 7(a) shall terminate on the date a Change of Control occurs.foregoing; (b) During Neither LD nor the term of this Agreement and throughout any further period that he is an officer or employee of the Corporation, and for a period of twelve (12) months from and after the date that Employee is (for any reason) no longer employed by the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by Employee, whichever is later, Employee covenants and agrees that he will notExecutive will, directly or indirectly, either as a principal(i) solicit in competition with PMI, agentdivert or take away, employeeor attempt to solicit in competition with PMI, employerdivert or take away, stockholderthe business or relationship of PMI with any of its customers, co-partner clients, distributors, OEMs, licensees, licensors, dealers, referral sources, business partners, suppliers, vendors, service providers, consultants, lenders, investors, or in any other individual person or representative capacity whatsoever induce entity with whom PMI does business (collectively, "Business Partners"), or (ii) otherwise interfere with PMI' s business relationship with any individuals to terminate their employment of its Business Partners; (c) Neither LD nor the Executive will, directly or indirectly, solicit, recruit, hire or engage, or otherwise interfere with the Corporation business relationship of PMI with, any current or former employee of PMI, other than any person who ceased to be employed by PMI for a period of at least six (6) months; and (d) Neither LD nor the Executive will, directly or indirectly, intentionally assist any person or entity in performing any activity prohibited by Sections 8.5(a), (b) or (c). (e) Notwithstanding anything in the foregoing provisions of Section 8.5 to the contrary, Section 8.5 shall be not be deemed to apply to, or to restrict LD or the BankExecutive from his involvement in, (i) Our Health Connector, a medical records provider, as described in Exhibit 8.5(e)(i), and (ii) continuation of his activities in the field of patient care monitoring, also known as patient monitoring, as described in Exhibit 8.5(e)(ii).

Restrictive Covenants. (a) During 12.1 The Employee acknowledges that the term of this Agreement and throughout any further period that he Company is an officer or employee of engaged in a highly competitive industry and, in order to protect its legitimate business interests, the Corporation, and for a period of twelve (12) months from and after the date that Employee is (for any reason) no longer employed by the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant following restrictions on competition in the event of markets in which the Company is engaged are necessary and reasonable. 12.2 The Employee acknowledges that the Employee owes to the Company a breach by Employee, whichever is later, fiduciary duty. 12.3 The Employee covenants and agrees that he during employment and for a twelve (12) month period following termination of employment for any reason, the Employee will not, individually or in partnership or in conjunction with any person(s) or entity, encourage or solicit any employee of the Company to leave the Company for any reason or to accept employment with any other entity. 12.4 The Employee covenants and agrees that during employment and for a twelve (12) month period following termination of employment for any reason, the Employee will not, individually or in partnership or in conjunction with any person(s) or entity, solicit, divert or take away, or attempt to divert or take away the business or patronage of any investor, customer or supplier, or prospective investor, customer or supplier, of the Company which, in the twelve (12) month period prior to the termination of this agreement, were contacted, solicited or served by the Employee or with respect to which the Employee acquired Confidential Information. 12.5 The Employee covenants and agrees that during employment and for a twelve (12) month period following termination of employment for any reason, the Employee will not, whether directly or indirectly, individually or in partnership or in conjunction with any person(s) or entity, engage in any endeavor, employment, activity, consulting, or business, in whole or in part, involving the exploration, assessment,· harvesting, transporting, processing, exploitation or distribution of seafloor polymetallic nodules and/or products derived therefrom. 12.6 The Employee covenants and agrees not to usurp for her own benefit or to disclose to any other person(s) or entity, directly or indirectly, either as a principalany corporate opportunities that the Employee became or becomes aware of by virtue of her employment, agent, employee, employer, stockholder, co-partner whether or in any other individual or representative capacity whatsoever: not the Company decides to pursue such opportunities. 12.7 The Employee acknowledges and agrees that: (ia) engage in a Competitive Business anywhere within a fifty (50) mile radius of her employment with the principal executive offices of the Corporation on the date Employee’s employment terminates; or (ii) solicit, or assist any other person or business entity in soliciting, any depositors or other customers of the Corporation Company will allow her unique and substantial access to make deposits in or to become customers of any other financial institution conducting a Competitive Business. As used in this Agreement, the term “Competitive Business” means all banking and financial products and services and any other products and services substantially similar to those offered by the Corporation on the date that Employee’s employment terminates. Employee’s obligations under this Section 7(a) shall terminate on the date a Change of Control occurs.Confidential Information; (b) During the term of this Agreement and throughout any further period that he is an officer or employee of the Corporation, and for a period of twelve (12) months from and after the date that Employee is (for any reason) no longer employed by the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event the Employee breaches sections 11 or 12 of this agreement, the Company will be exposed to significant and potentially irreparable damage to its business; (c) the undertakings in section 12 are reasonable in scope and duration and necessary for the protection of the confidential information, goodwill and legitimate business interests of the Company and its affiliates; (d) the undertakings in section 12 will not prevent the Employee from earning a living; (e) the remedy of damages at law for breach of section 11 or 12 would be inadequate and that temporary and permanent relief by Employee, whichever is later, way of injunction against the Employee covenants and agrees that he will not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, co-partner or may be granted in any other individual proceedings which the Company may bring to enforce any of the provisions of sections 11 or representative capacity whatsoever induce any individuals 12 without necessity of proof of actual damage suffered by the Company or its affiliates; and (f) the Employee will, if required by the Company, provide evidence to terminate their employment with the Corporation reasonable satisfaction of the Company that the Employee is not in breach of sections 11 or the Bank12.

Restrictive Covenants. (a) During The Executive agrees that while employed by the term of this Agreement and throughout any further period that he is an officer or employee of the Corporation, Company and for a period of twelve (12) months from and after the date that Employee is (immediately following a termination of employment for any reason) no longer employed by the Corporation , or for a period no reason, the Executive will not, without the prior written consent of the Company, directly or indirectly (i) solicit, encourage, or induce any Bats employee to terminate the Executive’s employment with Bats; (ii) hire or employ any person who is or, within the twelve (12) months before the proposed hire date, was a Bats employee or consultant; or (iii) solicit on behalf of any person or entity, any customer, supplier, investor or vendor of Bats for the purpose of engaging in a competitive business or diverting business from Bats. (b) The Executive agrees that while employed by the date Company and for twelve (12) months immediately following a termination of entry employment for any reason, or for no reason, the Executive will not without the prior written consent of the Company directly or indirectly accept or begin employment with, or provide any direct or indirect material assistance to: (i) any company primarily engaged in the business of operating an exchange, facility, electronic communications network (“ECN”), alternative trading system (“ATS”), electronic foreign currency exchange market matching platform (“FX”) or multilateral trading facility (“MTF”), for the trading of equity and/or options securities; (ii) any full service broker dealer to the extent that the Executive’s primary area of responsibility will be the support of said broker-dealer’s ECN, ATS or FX business lines; or (iii) any company engaged in additional business lines developed and entered into by the Company while Executive is employed by the Company ((i), (ii), and (iii), collectively, “the Competing Businesses”); provided, however, that the foregoing will not prohibit the Executive from accepting or beginning employment with any company that, as part of its overall business model, engages in one or more of the Competing Businesses that are an immaterial part of that company’s overall business model, provided that the Executive (x) does not directly provide assistance to any of the Competing Businesses in the form of day-to-day responsibility for any aspect of the operation, supervision, compliance or regulation of any of the Competing Businesses or (y) provides only administrative, non-operational assistance to any such immaterial Competing Business. (c) The Executive agrees that, except as otherwise required by law, the Executive will not directly or indirectly disparage or denigrate Bats, or its business, operations, products, former or current officers, employees, directors or shareholders, services, policies, or procedures to any person, firm, corporation, governmental agency, or other entity. (d) The restrictions contained in paragraphs 13 and 14 are necessary for the protection of the business and goodwill of the Company, and the Executive agrees that the Executive considers them to be reasonable for such purpose. The Executive further agrees that any breach of paragraphs 13 or 14 is likely to cause the Company substantial and irrevocable damage that is difficult to measure. Therefore, in the event of any such breach or threatened breach, the Executive agrees that the Company, in addition to such other remedies as may be available, shall have the right to obtain an injunction from a court restraining such a breach or threatened breach and the right to specific performance of competent jurisdiction the provisions of this Agreement and the Executive hereby waives the adequacy of a final judgment enforcing this covenant in remedy at law as a defence to such relief and any requirement of the Company to post a bond. In the event of a breach by Employeeof paragraph 13 or 14, whichever is later, Employee covenants and agrees that he the Company will not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, co-partner or in not have any other individual or representative capacity whatsoever: (i) engage in a Competitive Business anywhere within a fifty (50) mile radius obligation to provide the Executive with any unpaid portion of the principal executive offices Severance Payments. In addition, the Executive agrees that, if the Executive violates any provisions of the Corporation on the date Employee’s employment terminates; paragraph 13(a) or (ii) solicit, or assist any other person or business entity in soliciting, any depositors or other customers of the Corporation to make deposits in or to become customers of any other financial institution conducting a Competitive Business. As used in this Agreementb), the term “Competitive Business” means all banking and financial products and services and any other products and services substantially similar to those offered by the Corporation on the date that Employee’s employment terminates. Employee’s obligations under this Section 7(a) shall terminate on the date a Change of Control occurs. (b) During the term of this Agreement and throughout any further period that he is an officer or employee of the Corporation, and for a period of twelve (12) months from and after the date that Employee is (for month period referenced in those subparagraphs will be extended by any reason) no longer employed by the Corporation or for a period of time during which the Executive is in violation until the Executive’s period of compliance equals or exceeds, in the aggregate, the intended twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by Employee, whichever is later, Employee covenants and agrees that he will not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, co-partner or in any other individual or representative capacity whatsoever induce any individuals to terminate their employment with the Corporation or the Bankmonth period.

Restrictive Covenants. Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its affiliates and accordingly agrees as follows: (a) During the term of this Agreement and throughout any further period that he is an officer or employee of the Corporation, and for a period of twelve (12) months from and after the date that Employee is (for any reason) no longer employed Executive’s employment by the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by EmployeeCompany, whichever is later, Employee covenants and agrees that he Executive will not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, co-partner or in any other individual or representative capacity whatsoever: (i) engage in a Competitive Business anywhere within a fifty (50) mile radius any business for Executive’s own account that competes with the business of the principal executive offices Company or its affiliates (including, without limitation, businesses which the Company or its affiliates have specific plans to conduct in the future and as to which Executive is aware of the Corporation on the date Employee’s employment terminates; or such planning), (ii) solicitenter the employ of, or assist render any other person or business entity in solicitingservices to, any depositors or other customers person engaged in any business that competes with the business of the Corporation to make deposits Company or its affiliates, (iii) acquire a financial interest in any person engaged in any business that competes with the business of the Company or to become customers its affiliates, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant. During the period of any other financial institution conducting a Competitive Business. As used in this Agreement, the term “Competitive Business” means all banking and financial products and services and any other products and services substantially similar to those offered Executive’s employment by the Corporation on the date that Employee’s employment terminates. Employee’s obligations under this Section 7(a) shall terminate on the date a Change of Control occurs. (b) During the term of this Agreement and throughout any further period that he is an officer or employee of the Corporation, Company and for a period of twelve two years thereafter (12) months from and after the date that Employee is (for any reason) no longer employed by the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by Employee“Restricted Period”), whichever is later, Employee covenants and agrees that he Executive will not, directly or indirectly, either interfere with business relationships (whether formed before or after the date of this Agreement) between the Company or any of its affiliates, clients or customers, suppliers, partners, members or investors of the Company or its affiliates. (b) Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly, own, solely as an investment, securities of any person engaged in the business of the Company or its affiliates which are publicly traded on a principalnational or regional stock exchange or on an over-the-counter market if Executive (i) is not a controlling person of, agentor a member of a group which controls, employeesuch person and (ii) does not, employerdirectly or indirectly, stockholderown five percent (5%) or more of any class of securities of such person. (c) During the Restricted Period, co-partner Executive will not, directly or indirectly, (i) solicit or encourage any employee of the Company or its affiliates to leave the employment of the Company or its affiliates. (d) During the Restricted Period, Executive will not, directly or indirectly, solicit or encourage to cease to work with the Company or its affiliates any consultant then under contract with the Company or its affiliates. (e) It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 13 to be reasonable, if a final determination is made by an arbitrator or court of competent jurisdiction that the time or territory or any other individual restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or representative capacity whatsoever induce indicate to be enforceable. Alternatively, if any individuals arbitrator or court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to terminate their employment with make it enforceable, such finding shall not affect the Corporation or enforceability of any of the Bankother restrictions contained herein.

Restrictive Covenants. (a) During As a material inducement to the term of this Agreement and throughout any further period that he is an officer or employee Purchaser’s consummation of the Corporationtransactions contemplated in the Transaction Documents, and for a period in order to assure that Purchaser will realize the benefits of twelve such transactions, the Sellers and the Principal agree as follows: (12i) months from Principal and after the date that Employee is (for any reason) no longer employed by the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by Employee, whichever is later, Employee each Seller hereby covenants and agrees that it or he will notshall not (except as expressly permitted by the other provisions of this Section 7.4(a)) during the period commencing on the Closing Date and ending five (5) years after the Closing Date, directly or indirectly, either as for itself or himself or any Person (A) be a principaljoint venturer, investor, partner, owner, officer, director, member, employee, consultant, agent, employeeparticipant, employerprofits interest holder, stockholderindependent contractor of, coor lender to, any Person whose business is (1) selling, leasing or servicing any new or used vehicles, the wholesale or retail supply of parts, manufactured by or under license with any manufacturer of vehicles, or (2) the operation of an auto auction or collision center, or (B) enter into any agreement, arrangement or other relationship with Persons involving any of such matters in subclause (A) above, in each case of (A) or (B) anywhere within a one hundred (100) mile radius of any location at which any of the Dealerships was operated as of the Closing Date; (ii) Principal and each Seller hereby covenants and agrees that it or he shall not, during the period commencing on the Closing Date and ending two (2) years after the Closing Date, directly or indirectly (1) for the purpose of depriving the Business or any Dealership of business, knowingly induce any Person which was, as of the Closing Date, a previous customer of the Business or a Dealership, or as of the date in question is currently a customer of the Business or a Dealership to cease to patronize any of the Dealerships; or (2) request or advise any Person who was, as of Closing, a customer or vendor of the Business or a Dealership to withdraw, curtail or cancel any such customer’s or vendor’s business such Dealership; provided, however, the foregoing shall not apply to (A) providing services to such customers of the Dealership who respond to general advertising when such advertising was conducted without the benefit of any Transferred Records; provided, further, that in no event will a Seller or Principal be permitted to use an announcement or fact that the transactions hereunder have been consummated in or as advertising to intentionally influence or attempt to influence customers to cease patronizing a Dealership, provided, that, the fact an announcement occurs or the fact that the transaction contemplated hereunder have been consummated shall not in and of itself be deemed a violation of this Section 7.4, or (B) providing services to such customers of the Dealership who contact any business of Principal on their own initiative. Notwithstanding the provisions in Section 7.4 to the contrary, the beneficial ownership of less than two percent (2%) of the shares of stock of any corporation having a class of equity securities actively traded on a national securities exchange or over-partner the-counter market, with no other involvement for or on behalf of such corporation or its affiliates shall not be deemed to violate the prohibitions of this ‎Section 7.4. Further, notwithstanding the provisions in Section 7.4 to the contrary, none of the following shall be deemed to violate the prohibitions of Section 7.4(a) so long as Seller or the Principal is not in violation of Section 7.4(a)(ii) in connection with the conduct of any other individual or representative capacity whatsoeverof the following: (i) engage in a Competitive Business anywhere within a fifty (50) mile radius owning, operating, managing and otherwise dealing with any of the principal executive offices of dealerships or assets or investments listed on Schedule 7.4. (collectively, the Corporation on the date Employee’s employment terminates; or “Other Owned Dealerships”), (ii) solicitselling or otherwise disposing of any Excluded Assets (including, but not limited to, the Retained Used Vehicles and Nonconforming Parts and Accessories), (iii) the ownership of passive interests of no more than ten percent (10%) in any business in which Principal or Seller does ‎not organize, solicit ‎capital for, serve as an investment manager for, or assist otherwise have ‎direct supervisory or ‎administrative rights to manage the business of‎, (iv) owning, managing and otherwise investing in, financing, providing consulting services to, or otherwise participating in any other person business enterprise that provides support services (such as, by way of example, logistics and matching sellers and buyers of vehicles generally) to any business engaged in selling, leasing, or business entity in solicitingservicing new or used vehicles, the wholesale or retail supply of parts, or the operation of any auto auction or collision center nor (v) leasing to, or serving as a landlord to, any depositors Person, including, without limitation, any Person whose business includes selling, leasing, or other customers servicing new or used vehicles, the wholesale or retail supply of parts, or the operation of any auto auction or collision center, so long as the lessor or landlord does not have a compensation arrangement with the tenant based on the performance of the Corporation to make deposits in or to become customers of any other financial institution conducting a Competitive Business. As used in this Agreement, the term “Competitive Business” means all banking and financial products and services and any other products and services substantially similar to those offered by the Corporation on the date that Employee’s employment terminates. Employee’s obligations under this Section 7(a) shall terminate on the date a Change of Control occurstenant. (b) During the term of this Agreement period commencing on the Closing Date and throughout ending two (2) years after the Closing Date, (1) no Seller, Seller Affiliate or the Principal shall, directly or indirectly, solicit for employment or other engagement, or employ or otherwise engage, any further period that he Person who is an officer or employee of the Corporationwas, and for a period of within twelve (12) months from and after of the date that Employee is (for any reason) no longer of employment, employed by the Corporation Business or any Dealership or was employed by any Affiliate of Sellers and working for a period the Business or at any Dealership; provided, that, nothing in this Section 7.4(b) shall apply to any of the Excluded Employees, and (2) neither Purchaser, nor any Affiliate of Purchaser, shall, directly or indirectly, solicit for employment or other engagement, or employ or otherwise engage, any of the Excluded Employees or any Person who is or was, within twelve (12) months from of employment by Purchaser or any Affiliate of Purchaser, employed by any owner of any of the date Other Owned Dealerships. Notwithstanding the foregoing restrictions in this Section 7.4(b), nothing shall prohibit the use of entry general advertisement or job postings, so long as those are not specifically targeted towards an employee who otherwise could not be hired by the advertising or posting party. (c) Sellers, Seller Affiliate, Principal and Purchaser agree and acknowledge that the restrictions contained in this Section 7.4 are reasonable in scope and duration and are necessary to protect the other party after the Closing and shall expressly survive Closing. If any provision of this Section 7.4, as applied to any party or to any circumstance, is adjudged by a court of competent jurisdiction of a final judgment enforcing this covenant to be invalid or unenforceable, the same will in the event of a breach by Employee, whichever is later, Employee covenants and agrees that he will not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, co-partner or in no way affect any other individual or representative capacity whatsoever induce any individuals to terminate their employment with the Corporation circumstance or the Bankvalidity or enforceability of the remainder of this Agreement. If any such provision, or any part thereof, is held to be unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision, and/or to delete specific words or phrases, and in its reduced form, such provision shall then be enforceable and shall be enforced. The parties agree and acknowledge that the breach of any provision of this Section 7.4, may cause irreparable damage to other party and upon breach of any provision of this Section 7.4, such other party shall be entitled to injunctive relief, specific performance or other equitable relief; provided, however, that the foregoing remedies shall in no way limit any other remedies which such other party may have (including, without limitation, the right to monetary damages).

Restrictive Covenants. (a) During the term of this Agreement and throughout any further period that he is an officer or employee of the Corporationand, and except as provided below, continuing for a period of twelve two years following the termination of this Agreement (12the “Restricted Period”), Executive agrees that he shall not, without the written consent of the Board, become an officer, employee, consultant, director, independent contractor, agent, sole proprietor, partner or trustee of any bank or bank holding company, savings bank, savings and loan association, savings and loan holding company, credit union, mortgage or loan broker or any other entity competing with the Bank or its affiliates (a “Competing Business”), anywhere within 50 miles of any branch office of the Bank located in North Carolina (the “Territory”). (i) months from and Following termination of this Agreement due to the Executive’s nonrenewal of this Agreement pursuant to Section 2 hereof, the Restricted Period shall continue only through the term of this Agreement. (ii) Following termination of this Agreement by the Executive by his voluntary resignation pursuant to Section 6(a) hereof after the third anniversary date that Employee is (of this Agreement, the Restricted Period shall continue only for any reason) no longer employed by the Corporation or for a period of twelve (12) months one year from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by Employee, whichever is later, Employee covenants and agrees that he will not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, co-partner or in any other individual or representative capacity whatsoever: (i) engage in a Competitive Business anywhere within a fifty (50) mile radius of the principal executive offices of the Corporation on the date Employee’s employment terminates; or (ii) solicit, or assist any other person or business entity in soliciting, any depositors or other customers of the Corporation to make deposits in or to become customers of any other financial institution conducting a Competitive Business. As used in this Agreement, the term “Competitive Business” means all banking and financial products and services and any other products and services substantially similar to those offered by the Corporation on the date that Employee’s employment terminates. Employee’s obligations under this Section 7(a) shall terminate on the date a Change of Control occurstermination. (b) During the term of this Agreement and throughout any further period that he is an officer or employee of the CorporationRestricted Period, and for a period of twelve (12) months from and after the date that Employee is (for any reason) no longer employed by the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by Employee, whichever is later, Employee covenants and Executive agrees that he will shall not, without the written consent of the Board, either directly or indirectly, on the Executive’s own behalf or in the service or on behalf of others, (A) solicit, divert, or hire away, or (B) attempt to solicit, divert, or hire away, to any Competing Business, any employee of or consultant to the Bank or any of its affiliates, regardless of whether the employee or consultant is full-time or temporary, the employment or engagement is pursuant to written agreement, or the employment is for a determined period or is at will. (c) During the Restricted Period, Executive agrees that he shall not, without the written consent of the Board, either directly or indirectly, on the Executive’s own behalf or in the service or on behalf of others, (A) solicit, divert, or appropriate to or for a Competing Business, or (B) attempt to solicit, divert, or appropriate to or for a Competing Business, any person or entity that is or was a customer of the Bank or any of its affiliates at any time during the 12 months prior to the date of termination and with whom the Executive has had Material Contact. For purposes of this Section 10(c), the term “Material Contact” means contact between Executive and each customer: (i) with whom or which the Executive dealt on behalf of the Bank, (ii) whose dealings with the Bank were coordinated or supervised by Executive, or (c) about whom Executive obtained confidential information in the ordinary course of business as a principal, agent, employee, employer, stockholder, co-partner or in any other individual or representative capacity whatsoever induce any individuals to terminate their result of his employment with the Corporation or Bank. The parties agree that solicitation of such a customer to acquire stock in a Competing Business during the BankRestricted Period would be a violation of this Section 10(c).

Restrictive Covenants. Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its affiliates and accordingly agrees as follows: (a) During the term Period of this Agreement and throughout any further period that he is an officer or employee of the CorporationEmployment, and for a period of twelve (12) months from and after the date that Employee is (for any reason) no longer employed by the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by Employee, whichever is later, Employee covenants and agrees that he Executive will not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, co-partner or in any other individual or representative capacity whatsoever: (i) engage in a Competitive Business anywhere within a fifty (50) mile radius any business for Executive’s own account that competes with the business of the principal executive offices Company or its affiliates (including, without limitation, businesses which the Company or its affiliates have specific plans to conduct in the future and as to which Executive is aware of the Corporation on the date Employee’s employment terminates; or such planning), (ii) solicitenter the employ of, or assist render any other person or business entity in solicitingservices to, any depositors or other customers person engaged in any business that competes with the business of the Corporation to make deposits Company or its affiliates, (iii) acquire a financial interest in any person engaged in any business that competes with the business of the Company or to become customers of any other financial institution conducting a Competitive Businessits affiliates, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant. As used in this Agreement, the term “Competitive Business” means all banking and financial products and services and any other products and services substantially similar to those offered by the Corporation on the date that Employee’s employment terminates. Employee’s obligations under this Section 7(a) shall terminate on the date a Change of Control occurs. (b) During the term Period of this Agreement and throughout any further period that he is an officer or employee of the Corporation, Employment and for a period of twelve one year thereafter (12) months from and after the date that Employee is (for any reason) no longer employed by the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by Employee“Restricted Period”), whichever is later, Employee covenants and agrees that he Executive will not, directly or indirectly, either interfere with business relationships (whether formed before or after the date of this Agreement) between the Company or any of its affiliates and clients, customers, suppliers, partners, members or investors of the Company or its affiliates. (b) Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly, own, solely as an investment, securities of any person engaged in the business of the Company or its affiliates which are publicly traded on a principalnational or regional stock exchange or on an over-the-counter market if Executive (i) is not a controlling person of, agentor a member of a group which controls, employeesuch person and (ii) does not, employerdirectly or indirectly, stockholderown five percent (5%) or more of any class of securities of such person. (c) During the Restricted Period, co-partner Executive will not, directly or indirectly, (i) solicit or encourage any employee or consultant of the Company or its affiliates to leave the employment of the Company or its affiliates. (d) During the Restricted Period, Executive will not, directly or indirectly, solicit or encourage to cease to work with the Company or its affiliates any clients or potential clients with the Company or its affiliates. (e) It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 7 to be reasonable, if a final determination is made by an arbitrator or court of competent jurisdiction that the time or territory or any other individual restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or representative capacity whatsoever induce indicate to be enforceable. Alternatively, if any individuals arbitrator or court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to terminate their employment with make it enforceable, such finding shall not affect the Corporation or enforceability of any of the Bankother restrictions contained herein.

Restrictive Covenants. (a) During Executive hereby agrees, except with the term of this Agreement and throughout any further period that he is an officer or employee express prior written discretionary consent of the CorporationCompany, and that for a period of twelve one (121) months from and year after the date that Employee is Agreement Date (for the “Restrictive Period”), he will not directly or indirectly in any reason) no longer manner compete with the business of the Company, including, but not by way of limitation, by directly or indirectly owning, managing, operating, controlling, financing, or by directly or indirectly serving as an employee, officer or director of or consultant to, or by soliciting or inducing, or attempting to solicit or induce, any employee or agent of Company to terminate employment with Company and become employed by the Corporation following: (i) Any company listed (during the year immediately preceding the Agreement Date) as an industrial or mixed office/industrial (but not pure office) REIT or Real Estate Operating Company as provided in the NAREIT Chart Book, dated January 2008 (a “Peer Group Member”); or (ii) any person, firm, partnership, corporation, trust or other entity (including, but not limited to, Peer Group Members) which, as a material component of its business (other than for its own use as an owner or user), invests in industrial warehouse facilities and properties similar to the Company’s investments and holdings: (1) in any geographic market or territory in which the Company owns properties or has an office either as of the Agreement Date; or (2) in any market in which an acquisition or other investment by the Company or any affiliate of the Company is pending as of the date of termination, as conclusively evidenced by the existence of a Request for Proposal or an executed Agreement of Purchase and Sale, Contribution (or Merger) Agreement or Letter of Intent, Confidentiality Agreement, Due Diligence Agreement, Pursuit Cost Agreement, Partnership or Joint Venture Agreement, or by a Post Acceptance Conference Call (PACC) memorandum or Investment Committee (IC) approval in existence as of the Agreement Date. (b) In addition, during the Restrictive Period, the Executive shall not act as a principal, investor or broker/intermediary, or serve as an employee, officer, advisor or consultant, to any person or entity, in connection with or concerning any investment opportunity of the Company that is in the “Pipeline” (as defined below) as of the Agreement Date. Within ten (10) business days after the Agreement Date, the CEO shall deliver to the Executive a written statement of the investment opportunities in the Pipeline as of the Agreement Date (the “Pipeline Statement”) (as reflected on Exhibit A to this Agreement), and the Executive shall then review the Pipeline Statement for accuracy and completeness, to the best of his knowledge, and advise the CEO of any corrections required to the Pipeline Statement. The Executive’s receipt of any Severance Amount under Sections 3(a) and (b) shall be conditioned on his either acknowledging, in writing, the accuracy and completeness of the Pipeline Statement, or advising the CEO, in writing, of any corrections or revisions required to the Pipeline Statement in order to make it accurate and complete, to the best of the Executive’s knowledge. The restrictions concerning any one individual investment opportunity in the Pipeline shall continue until the first to occur of (i) expiration of the Restrictive Period; or (ii) the Executive’s receipt from the Company of written notice that the Company has abandoned such investment opportunity, such notice not to affect the restrictions on all other investment opportunities contained in the Pipeline Statement during the remainder of the Restrictive Period. An investment opportunity shall be considered in the “Pipeline” if, as of the Agreement Date, the investment opportunity is pending (for example, is the subject of a letter of intent) or proposed (for example, has been presented to, or been bid on by, the Company in writing or otherwise) or under consideration by the Company, whether at the PACC, IC, staff level(s) or otherwise, and relates to any of the following potential forms of transaction: (A) an acquisition for cash; (B) an UPREIT transaction; (C) a transaction under the “First Exchange” program; (D) a development project or venture; (E) a joint venture partnership or other cooperative relationship, whether through a DOWNREIT relationship or otherwise; (F) an “Opportunity Fund” or other private investment in or co-investment with the Company; (G) any debt placement opportunity by or in Company; (H) any service or other fee-generating opportunity by the Company; or (I) any other investment by the Company or an affiliate of the Company, in or with any party or by any party in the Company or an affiliate of the Company. (c) The restrictions contained in Section 8(a) and Section 8(b) above are collectively referred to as the “Restrictive Covenants.” If Executive violates the Restrictive Covenants and the Company brings legal action for injunctive or other relief, the Company shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the full period of twelve (12the Restrictive Covenants. Accordingly, the Restrictive Covenants shall be deemed to have the duration specified in Section 8(a) months or, as applicable, Section 8(b), computed from the date the relief is granted, but reduced by the time between the period when the Restrictive Period began to run and the date of entry the first violation of the Restrictive Covenants by a court of competent jurisdiction of a final judgment enforcing this covenant in Executive. In the event that a successor of a breach by Employee, whichever is later, Employee covenants the Company assumes and agrees that he will notto perform this Agreement or otherwise acquires the Company, the Restrictive Covenants shall continue to apply only to the primary markets of the Company as they existed immediately before such assumption or acquisition, and shall not apply to any of the successor’s other offices or markets. The foregoing Restrictive Covenants shall not prohibit Executive from owning, directly or indirectly, either as capital stock or similar securities that are listed on a principal, agent, employee, employer, stockholder, co-partner or in any other individual or representative capacity whatsoever: securities exchange and that do not represent more than five percent (i5%) engage in a Competitive Business anywhere within a fifty (50) mile radius of the principal executive offices of the Corporation on the date Employee’s employment terminates; or (ii) solicit, or assist any other person or business entity in soliciting, any depositors or other customers of the Corporation to make deposits in or to become customers outstanding capital stock of any other financial institution conducting a Competitive Business. As used in this Agreement, the term “Competitive Business” means all banking and financial products and services and any other products and services substantially similar to those offered by the Corporation on the date that Employee’s employment terminates. Employee’s obligations under this Section 7(a) shall terminate on the date a Change of Control occurscorporation. (b) During the term of this Agreement and throughout any further period that he is an officer or employee of the Corporation, and for a period of twelve (12) months from and after the date that Employee is (for any reason) no longer employed by the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by Employee, whichever is later, Employee covenants and agrees that he will not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, co-partner or in any other individual or representative capacity whatsoever induce any individuals to terminate their employment with the Corporation or the Bank.

Restrictive Covenants. (a) Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its affiliates and accordingly agrees as follows: During the term period of this Agreement and throughout Executive’s employment by the Company, Executive will not, directly or indirectly, (i) engage in any further period business for Executive’s own account that he is an officer or employee competes with the business of the CorporationCompany or its affiliates (including, without limitation, businesses which the Company or its affiliates have specific plans to conduct in the future and as to which Executive is aware of such planning), (ii) enter the employ of, or render any services to, any person engaged in any business that competes with the business of the Company or its affiliates, (iii) acquire a financial interest in any person engaged in any business that competes with the business of the Company or its affiliates, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant. During the period of Executive’s employment by the Company and for a period of twelve (12) months from and after thereafter (the date that Employee is (for any reason) no longer employed by the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by Employee“Restricted Period”), whichever is later, Employee covenants and agrees that he Executive will not, directly or indirectly, either as a principalinterfere with business relationships (whether formed before or after the date of this Agreement) between the Company or any of its affiliates and clients, agentcustomers, employeesuppliers, employerpartners, stockholder, co-partner members or in any other individual or representative capacity whatsoever: (i) engage in a Competitive Business anywhere within a fifty (50) mile radius investors of the principal executive offices of Company or its affiliates, except as he is entitled under applicable law. Notwithstanding anything to the Corporation on the date Employee’s employment terminates; or (ii) solicit, or assist any other person or business entity in soliciting, any depositors or other customers of the Corporation to make deposits in or to become customers of any other financial institution conducting a Competitive Business. As used contrary in this Agreement, Executive may, directly or indirectly, own, solely as an investment, securities of any person engaged in the term “Competitive Business” means all banking business of the Company or its affiliates which are publicly traded on a national or regional stock exchange or on an over-the-counter market if Executive (i) is not a controlling person of, or a member of a group which controls, such person and financial products and services and (ii) does not, directly or indirectly, own five percent (5%) or more of any other products and services substantially similar to those offered by the Corporation on the date that Employee’s employment terminatesclass of securities of such person. Employee’s obligations under this Section 7(a) shall terminate on the date a Change of Control occurs. (b) During the term of this Agreement and throughout any further period that he is an officer or employee of the CorporationRestricted Period, and for a period of twelve (12) months from and after the date that Employee is (for any reason) no longer employed by the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by Employee, whichever is later, Employee covenants and agrees that he Executive will not, directly or indirectly, either as solicit or encourage any employee or consultant of the Company or its affiliates to leave the employment of the Company or its affiliates. During the Restricted Period, given his access to and knowledge of the Company’s proprietary and confidential information, client lists, business strategy and pricing, among other proprietary knowledge, Executive will not use or disclose confidential information to directly or indirectly solicit or encourage to cease to work with the Company or its affiliates any clients or potential clients of the Company or its affiliates. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 14 to be reasonable, if a principal, agent, employee, employer, stockholder, co-partner final determination is made by an arbitrator or in court of competent jurisdiction that the time or territory or any other individual restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or representative capacity whatsoever induce indicate to be enforceable. Alternatively, if any individuals arbitrator or court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to terminate their employment make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein. This Section 14 controls in the event of any conflict or inconsistency with any provision of the Corporation or the BankConfidentiality Agreement (as defined in Section 15(c)).

Restrictive Covenants. Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its affiliates and accordingly agrees as follows: (a) During the term of this Agreement and throughout any further period that he is an officer or employee of the Corporation, and for a period of twelve (12) months from and after the date that Employee is (for any reason) no longer employed Executive’s employment by the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by EmployeeCompany, whichever is later, Employee covenants and agrees that he Executive will not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, co-partner or in any other individual or representative capacity whatsoever: (i) engage in a Competitive Business anywhere within a fifty (50) mile radius any business for Executive’s own account that competes with the business of the principal executive offices Company or its affiliates (including, without limitation, businesses which the Company or its affiliates have specific plans to conduct in the future and as to which Executive is aware of the Corporation on the date Employee’s employment terminates; or such planning), (ii) solicitenter the employ of, or assist render any other person or business entity in solicitingservices to, any depositors or other customers person engaged in any business that competes with the business of the Corporation to make deposits Company or its affiliates, (iii) acquire a financial interest in any person engaged in any business that competes with the business of the Company or to become customers its affiliates, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant. During the period of any other financial institution conducting a Competitive Business. As used in this Agreement, the term “Competitive Business” means all banking and financial products and services and any other products and services substantially similar to those offered Executive’s employment by the Corporation on the date that Employee’s employment terminates. Employee’s obligations under this Section 7(a) shall terminate on the date a Change of Control occurs. (b) During the term of this Agreement and throughout any further period that he is an officer or employee of the Corporation, Company and for a period of twelve two years thereafter (12) months from and after the date that Employee is (for any reason) no longer employed by the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by Employee“Restricted Period”), whichever is later, Employee covenants and agrees that he Executive will not, directly or indirectly, either interfere with business relationships (whether formed before or after the date of this Agreement) between the Company or any of its affiliates and customers, suppliers, partners, members or investors of the Company or its affiliates. (b) Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly, own, solely as an investment, securities of any person engaged in the business of the Company or its affiliates which are publicly traded on a principalnational or regional stock exchange or on an over-the-counter market if Executive (i) is not a controlling person of, agentor a member of a group which controls, employeesuch person and (ii) does not, employerdirectly or indirectly, stockholderown five percent (5%) or more of any class of securities of such person. (c) During the Restricted Period, co-partner Executive will not, directly or indirectly, (i) solicit or encourage any employee of the Company or its affiliates to leave the employment of the Company or its affiliates. (d) During the Restricted Period, Executive will not, directly or indirectly, solicit or encourage to cease to work with the Company or its affiliates any consultant then under contract with the Company or its affiliates. (e) It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 13 to be reasonable, if a final determination is made by an arbitrator or court of competent jurisdiction that the time or territory or any other individual restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or representative capacity whatsoever induce indicate to be enforceable. Alternatively, if any individuals arbitrator or court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to terminate their employment with make it enforceable, such finding shall not affect the Corporation or enforceability of any of the Bankother restrictions contained herein.

Restrictive Covenants. (a) During In order to assure that MTLM will realize the term benefits of this Agreement and throughout any further period in consideration of the transactions set forth in this Agreement, each Shareholder Indemnitor agrees with MTLM that he is an officer or employee of the Corporation, and shall not for a period of twelve sixty (12) months from and after the date that Employee is (for any reason) no longer employed by the Corporation or for a period of twelve (1260) months from the later of the Closing Date or the date each such Shareholder Indemnitor ceases to be an employee, officer or director of entry by a court of competent jurisdiction of a final judgment enforcing this covenant MTLM or the Company (except as may otherwise be set forth in the event of a breach by Employee, whichever is later, Employee covenants and agrees that he will not, an employment agreement with such Shareholder Indemnitor): (a) directly or indirectly, either alone or as a principalpartner, joint venturer, member, officer, director, employee, consultant, agent, employee, employerindependent contractor, stockholder, co-partner or in any other individual capacity of any company or representative capacity whatsoever: (i) business, engage in a Competitive Business anywhere within a fifty any business activity in the States of Ohio, Michigan and Indiana, which is directly in competition with the business conducted by the Companies at the Closing Date (50) mile radius other than real estate development); provided, however, that, the beneficial ownership of less than 5% of the principal executive offices shares of the Corporation on the date Employee’s employment terminates; or (ii) solicit, or assist any other person or business entity in soliciting, any depositors or other customers of the Corporation to make deposits in or to become customers stock of any other financial institution conducting corporation having a Competitive Business. As used class of equity securities actively traded on a national securities exchange or over-the-counter market shall not be deemed, in and of itself, to violate the prohibitions of this Agreement, the term “Competitive Business” means all banking and financial products and services and any other products and services substantially similar to those offered by the Corporation on the date that Employee’s employment terminates. Employee’s obligations under this Section 7(a) shall terminate on the date a Change of Control occurs.Section; (b) During directly or indirectly (i) induce any Person which is a customer of any Company at the term of this Agreement and throughout Closing Date to patronize any further period that he business directly in competition with the business conducted by the Companies; (ii) canvass, solicit or accept from any Person which is an officer or employee a customer of the CorporationCompanies at the Closing Date, and for any such competitive business, or (iii) request or advise any Person which is a period customer of twelve the Companies at the Closing Date to withdraw, curtail or cancel any such customer's business with the Companies; (12c) months from and after the date that Employee is (for directly or indirectly employ, or knowingly permit any reason) no longer company or business directly or indirectly controlled by him, to employ, any person who was employed by any of the Corporation Companies at or for a period of twelve within six months prior to the Closing Date, or in any manner seek to induce any such Person to leave his or her employment; (12d) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by Employee, whichever is later, Employee covenants and agrees that he will not, directly or indirectly, either as a principalat any time following the Closing Date, agent, employee, employer, stockholder, co-partner or in any way utilize, disclose, copy, reproduce or retain in his possession any of the Companies' proprietary rights or records, including, but not limited to, any of their customer lists. The Shareholders agree and acknowledge that the restrictions contained in this Section 6.9 are reasonable in scope and duration and are necessary to protect MTLM after the Closing Date. If any provision of this Section as applied to any party or to any circumstance is adjudged by a court to be invalid or unenforceable, the same will in no way affect any other individual or representative capacity whatsoever induce any individuals to terminate their employment with the Corporation circumstance or the Bankvalidity or enforceability of this Agreement. If any such provision, or any part thereof, is held to be unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision, and/or to delete specific words or phrases, and in its reduced form, such provision shall then be enforceable and shall be enforced. The parties agree and acknowledge that the breach of this Section will cause irreparable damage to MTLM and upon breach of any provision of this Section, MTLM shall be entitled to injunctive relief, specific performance or other equitable relief; provided, however, that this shall in no way limit any other remedies which MTLM may have (including, without limitation, the right to seek monetary damages).

Restrictive Covenants. (a) During Executive acknowledges and agrees that the term restrictive covenants and other post- termination obligations set forth in the Restrictive Covenant Agreement, including without limitation Executive’s obligations relating to confidentiality, non-use and non-disclosure of Proprietary Information (as defined below), non-solicitation, cooperation, and return of property, are hereby incorporated by reference and shall remain in full force and effect pursuant to their terms to the maximum extent permitted by applicable law, except that the Parties expressly agree to modify the Restrictive Covenant Agreement by removing Section 1, and each subpart thereto, of the Non-Competition Agreement, which shall be of no further force or effect upon the Effective Date (as defined below). Executive represents and warrants that Executive has complied with all provisions of the Restrictive Covenant Agreement at all times through the Effective Date. (b) In consideration for the severance payments and benefits set forth in Section 1 of this Agreement and throughout any further period that he is an officer or employee of the CorporationAgreement, and Executive agrees for a period of twelve (12) months from and one year after the date that Employee is Effective Date (for any reasonthe “Non-Competition Restricted Period”) no longer employed by the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by Employee, whichever is later, Employee covenants and agrees that he will to not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, co-partner on Executive’s own behalf or in for the benefit of any other individual or representative capacity whatsoeverentity other than the Company: (i) operate, conduct, or engage in, or prepare to operate, conduct, or engage in a Competitive the Business anywhere within a fifty (50as defined below); (ii) mile radius own, finance, or invest in (except as the holder of not more than one percent of the principal executive offices outstanding stock of the Corporation on the date Employee’s employment terminatesa publicly-held company) any Business; or (iiiii) solicitparticipate in, render services to, or assist any other person or business entity that engages in solicitingor is preparing to engage in the Business in any capacity (whether as an employee, consultant, contractor, partner, officer, director, or otherwise) (x) which involves the same or similar types of services Executive performed for the Company at any depositors time during the last two years of Executive’s employment with the Company or (y) in which Executive could reasonably be expected to use or disclose Proprietary Information, in each case (i), (ii) or (iii) in the Restricted Territory (as defined below). Without limiting the Company’s ability to seek other customers remedies available in law or equity, if Executive violates this Section 4(b), the Non-Competition Restricted Period shall be extended by one day for each day that Executive is in violation of such provisions, up to a maximum extension equal to the length of the Corporation Non-Competition Restricted Period, so as to give the Company the full benefit of the bargained-for length of forbearance. (c) For the period commencing on the date hereof and at all times thereafter, Executive shall not publicly criticize, ridicule or make deposits any statement which intentionally disparages or is derogatory to the Company or any of its subsidiaries or affiliates or any of their respective officers, directors, agents, employees or direct or indirect equity holders. Notwithstanding the foregoing, nothing in this Section 5(c) shall prohibit Executive from making truthful statements that are reasonably necessary to comply with applicable law or legal process or to become customers defend or enforce Executive’s rights under this Agreement. (d) Executive’s continued compliance with the terms of the Restrictive Covenant Agreement (as modified in Section 4(a) above), the noncompetition obligations set forth in Section 4(b) above and the non-disparagement obligation set forth in Section 4(c) above (collectively, the “Restrictive Covenants”) is a material condition to receipt of the severance payments and benefits set forth in Section 1 of this Agreement. In the event Executive breaches any part of such Restrictive Covenants, then, in addition to any remedies and enforcement mechanisms set forth in the Non-Competition Agreement, the Employment Agreement and this Agreement, and any other remedies available to the Company (including equitable and injunctive remedies), Executive shall forfeit any additional consideration owing and shall be obligated to promptly return to the Company (within fifteen (15) business days of any other financial institution conducting breach) the full gross amount of all severance payments and benefits provided. (e) If any provision of the Restrictive Covenants shall be determined to be unenforceable by any court of competent jurisdiction or arbitrator by reason of its extending for too great a Competitive Business. period of time or over too large a geographic area or over too great a range of activities, it shall be interpreted to extend only over the maximum period of time, geographic area or range of activities as to which it may be enforceable. (f) As used in this Agreement, the : (i) The term “Competitive Business” means all banking and financial products and services and any other products and services substantially similar to those offered by the Corporation on the date that Employee’s employment terminates. Employee’s obligations under this Section 7(a) shall terminate on the date a Change of Control occurs. (b) During the term of this Agreement and throughout any further period that he is an officer or employee of the Corporation, and for a period of twelve (12) months from and after the date that Employee is (for any reason) no longer employed by the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by Employee, whichever is later, Employee covenants and agrees that he will not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, co-partner or in any other individual or representative capacity whatsoever induce any individuals to terminate their employment with the Corporation or the Bank.

Restrictive Covenants. (a) During In addition to any other obligation of the term Executive under any other agreement with the Company, in order to assure that the Company will realize the benefits of this Agreement and throughout any further period in consideration of the employment set forth in this Agreement, the Executive agrees that he is an officer or employee of shall not during the Corporation, Employment Period and for a period of twelve thirty six (12) months from and after the date that Employee is (for any reason) no longer employed by the Corporation or for a period of twelve (1236) months from the date Executive's termination of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by Employee, whichever is later, Employee covenants and agrees that he will not, employment: (a) directly or indirectly, either alone or as a principalpartner, joint venturer, member, officer, director, employee, consultant, agent, employeeindependent contractor, employer, stockholder, co-partner stockholder or in any other individual capacity of any company or representative capacity whatsoever: (i) business, engage in any business activity in any state in which the Company owns a Competitive Business anywhere within a fifty (50) mile radius of the principal executive offices of the Corporation scrap metal yard or scrap metal processing facility on the date Employee’s employment terminates; or (ii) solicit, or assist any other person or business entity in soliciting, any depositors or other customers of the Corporation to make deposits Executive's termination of employment which is directly or indirectly in or to become customers competition with the Company Business (as defined below); provided, however, that, the beneficial ownership of less than 5% of the shares of stock of any other financial institution conducting corporation having a Competitive Business. As used class of equity securities actively traded on a national securities exchange or over-the-counter market shall not be deemed, in this Agreementand of itself, to violate the term “Competitive Business” means all banking and financial products and services and any other products and services substantially similar to those offered by the Corporation on the date that Employee’s employment terminates. Employee’s obligations under prohibitions of this Section 7(a) shall terminate on the date a Change of Control occurs.16; (b) During the term of this Agreement and throughout directly or indirectly (i) induce any further period that he person which is an officer or employee a customer of the Corporation, and for a period Company or any subsidiary or affiliate of twelve (12) months from and after the Company on the date of the Executive's termination of employment to patronize any business directly or indirectly in competition with the Company Business; (ii) canvass, solicit or accept from any person that Employee is a customer of the Company or any subsidiary or affiliate of the Company on the date of the Executive's termination of employment, any such competitive business, or (for iii) request or advise any reasonperson that is a customer of the Company Business on the date of the Executive's termination of employment to withdraw, curtail, or cancel any such customer's business with the Company or any affiliate or subsidiary of the Company; or (c) no longer directly or indirectly employ, or knowingly permit any company or business directly or indirectly controlled by him, to employ, any person who was employed by the Corporation Company or for a period any subsidiary or affiliate of twelve (12) months from the Company on the date of entry by a court the Executive's termination of competent jurisdiction employment or within six months prior to the date of a final judgment enforcing this covenant in the event Executive's termination of a breach by Employeeemployment, whichever is later, Employee covenants and agrees that he will not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, co-partner or in any other individual or representative capacity whatsoever manner seek to induce any individuals such person to terminate their employment with the Corporation leave his or the Bankher employment.

Restrictive Covenants. Except for the benefit of the Company, the Officer shall not, either directly or indirectly, on his own account, or as an employee, consultant, agent, partner, joint venturer, owner, officer, director or stockholder (except for holdings of less than two percent (2%) of the stock of a publicly traded company which are held solely for investment purposes, and which do not involve the performance of any active services by the Officer for any other person, firm, partnership, corporation or other entity, or in any other capacity), in any way: (a) During From the term date of this Agreement and throughout any further period that he is an officer until the later of four years after the date of this Agreement or employee one year after the termination of the CorporationOfficer's employment by the Company for any reason pursuant to the Employment Agreement, within the United States of America, including its possessions and territories, conduct, engage in, aid or assist anyone in the conduct of a business which is competitive with the Business (provided, however, if Officer's employment by the Company is terminated by the Company without Cause (as defined in the Employment Agreement) then Officer's obligation under this paragraph (a) shall be only for a period one year after the date of termination); or (b) From the date of this Agreement until the later of four years after the date of this Agreement or one year after the termination of the Officer's employment by the Company for any reason pursuant to the Employment Agreement, with respect to the type of products or services offered for sale to the Company's residents and other customers, solicit, divert, take away or accept orders or business from, or attempt to solicit, divert, take away or accept orders from, any person, firm, partnership, corporation or other entity, wherever located, for whom the Company performed any services or to whom the Company sold any product within the immediately preceding twelve (12) months from and month period; or (c) From the date of this Agreement until the later of four years after the date that Employee is (of this Agreement or one year after the termination of the Officer's employment by the Company for any reason) no longer employed by reason pursuant to the Corporation Employment Agreement, hire solicit for hire or attempt to solicit for a period hire for employment, or engage, any person who is employee or agent of the Company or was an employee or agent of the Company within the immediately preceding twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by Employeemonth period; or (d) Use for himself or for any other person, whichever is laterfirm, Employee covenants and agrees that he will notcorporation, directly partnership, association or indirectlyother entity, either as a principal, agent, employee, employer, stockholder, co-partner or divulge or disclose in any manner to any person, firm, corporation, partnership, association or other individual entity, the identity of the Company's residents or representative capacity whatsoever: other customers, the methods of operation, financial data, sources of supply, know-how, pricing information, records, books, agreements, techniques, forms, procedures, systems, financial information or other trade secrets or confidential or proprietary information used in or relating to the Business (hereinafter referred to as the "Confidential Information"). Notwithstanding anything to the contrary contained in this Agreement, the restrictions on the Officer's disclosure and use of the Confidential Information shall not apply to (i) engage in a Competitive Business anywhere within a fifty information or techniques which are or become generally known to the public, other than through disclosure (50whether deliberate or inadvertent) mile radius of by the principal executive offices of the Corporation on the date Employee’s employment terminatesOfficer; or (ii) solicitdisclosure of Confidential Information in judicial or administrative proceedings to the extent the Officer is legally compelled to disclose such information, or assist any other person or business entity in solicitingprovided the Officer shall have used the Officer's best efforts, any depositors and shall have afforded the Company the opportunity, to obtain an appropriate protective order or other customers assurance satisfactory to the Company of confidential treatment for the Corporation information required to make deposits in or be so disclosed. (e) Notwithstanding anything to become customers of any other financial institution conducting a Competitive Business. As used the contrary in this Agreement, the term “Competitive Business” means all banking and financial products and services and Executive may hold an interest in any other products and services substantially similar to those offered congregate care or assisted living property approved by the Corporation on Company's Board of Directors (which approval shall not be unreasonably withheld), provided that Executive shall hold any such interest for investment purposes only and shall not take an active role in the date that Employee’s employment terminates. Employee’s obligations under this Section 7(a) shall terminate on the date a Change management of Control occursany such properties. (f) Executive shall have no obligations under paragraphs (a), (b) During the term of this Agreement and throughout any further period that he is an officer or employee of the Corporation(c), and for a period of twelve (12) months from and after the date that Employee is (for any reason) no longer employed by the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant above, in the event of a breach by Employeethe Officer's employment is terminated on or after March 31, whichever is later, Employee covenants and agrees that he will not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, co-partner or 2001. (g) Nothing in this Agreement shall in any other individual or representative capacity whatsoever induce any individuals to terminate their employment with manner prohibit Officer from engaging in the Corporation or the Bankprivate practice of law so long as Officer does not divulge Confidential Information in breach of paragraph (d) above.

Restrictive Covenants. Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its affiliates and accordingly agrees as follows: (a) During the term of this Agreement and throughout any further period that he is an officer or employee of the Corporation, and for a period of twelve (12) months from and after the date that Employee is (for any reason) no longer employed Executive’s employment by the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by EmployeeCompany, whichever is later, Employee covenants and agrees that he Executive will not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, co-partner or in any other individual or representative capacity whatsoever: (i) engage in a Competitive Business anywhere within a fifty (50) mile radius any business for Executive’s own account that competes with the business of the principal executive offices Company or its affiliates (including, without limitation, businesses which the Company or its affiliates have specific plans to conduct in the future and as to which Executive is aware of the Corporation on the date Employee’s employment terminates; or such planning), (ii) solicitenter the employ of, or assist render any other person or business entity in solicitingservices to, any depositors or other customers person engaged in any business that competes with the business of the Corporation to make deposits Company or its affiliates, (iii) acquire a financial interest in any person engaged in any business that competes with the business of the Company or to become customers its affiliates, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant. During the period of any other financial institution conducting a Competitive Business. As used in this Agreement, the term “Competitive Business” means all banking and financial products and services and any other products and services substantially similar to those offered Executive’s employment by the Corporation on the date that Employee’s employment terminates. Employee’s obligations under this Section 7(a) shall terminate on the date a Change of Control occurs. (b) During the term of this Agreement and throughout any further period that he is an officer or employee of the Corporation, Company and for a period of twelve one year thereafter (12) months from and after the date that Employee is (for any reason) no longer employed by the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by Employee“Restricted Period”), whichever is later, Employee covenants and agrees that he Executive will not, directly or indirectly, either interfere with business relationships (whether formed before or after the date of this Agreement) between the Company or any of its affiliates and clients, customers, suppliers, partners, members or investors of the Company or its affiliates. (b) Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly, own, solely as an investment, securities of any person engaged in the business of the Company or its affiliates which are publicly traded on a principalnational or regional stock exchange or on an over-the-counter market if Executive (i) is not a controlling person of, agentor a member of a group which controls, employeesuch person and (ii) does not, employerdirectly or indirectly, stockholderown five percent (5%) or more of any class of securities of such person. (c) During the Restricted Period, co-partner Executive will not, directly or indirectly, (i) solicit or encourage any employee or consultant of the Company or its affiliates to leave the employment of the Company or its affiliates. (d) During the Restricted Period, Executive will not, directly or indirectly, solicit or encourage to cease to work with the Company or its affiliates any clients or potential clients with the Company or its affiliates. (e) It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 14 to be reasonable, if a final determination is made by an arbitrator or court of competent jurisdiction that the time or territory or any other individual restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or representative capacity whatsoever induce indicate to be enforceable. Alternatively, if any individuals arbitrator or court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to terminate their employment with make it enforceable, such finding shall not affect the Corporation or enforceability of any of the Bankother restrictions contained herein.

Restrictive Covenants. 12.1 The liability of the Seller and each of the Funds under this clause 12 is several. Each of the Seller and the Funds hereby undertakes to the Purchaser with the intent of assuring to the Purchaser the full benefit and value of the goodwill and connections of the Target Companies and as a constituent part of the agreement for the sale of the Shares it will not, and none of the Funds will, during the period of twelve months from the Closing Date: (a) During directly or indirectly and whether for its own account or in partnership with another or others or as agent for another or others engage in or be interested in any Competing Business provided the term restriction in this sub-clause shall not prevent the Seller or any of this the Funds (or any investee entity of any of the Funds) from acquiring or investing in any business which generates less than 30 per cent. of its revenues from Competing Business; (b) without prejudice to the generality of the provisions contained in clause 12.1(a), directly or indirectly solicit, interfere with or endeavour to entice away from the Purchaser Group any person who is at the date of the Agreement and throughout any further period that he is an officer a director or employee of a Target Company whose total annual remuneration is in excess of €125,000 per annum (whether or not such person would commit any breach of his contract of employment or engagement by reason of leaving the Corporationservice of such company) nor knowingly employ or aid or assist in or procure the employment by any other person, firm or company of any such person, provided that this clause 12.1(b) shall not apply to any such director or employee: (i) responding to a generally advertised position in the course of the usual recruitment processes of the Seller or any investee entity of any of the Funds; or (ii) whose employment is terminated other than by reason of voluntary resignation; or (c) without prejudice to the generality of the provisions contained in clause 12.1(a), directly or indirectly solicit or canvas the business of or accept orders from or otherwise deal with any customer or supplier of the Target Companies in relation to in vitro IGE allergy testing products. 12.2 The restrictions contained in clause 12.1 shall not: (a) prevent the Seller or any of the Funds (or any investee entity of any of the Funds) from holding, for investment purposes, all and for any shares or securities in any body corporate including those dealt in on a period of twelve recognised investment exchange (12) months from and after the date that Employee is (for any reason) no longer employed as defined by the Corporation Financial Services and Markets ▇▇▇ ▇▇▇▇ or for a period related legislation) and in each case representing not more than five per cent. of twelve any voting equity in respect of such body corporate; or (12b) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant apply in the event of a breach by Employee, whichever change of control any of the Funds in circumstances where the entity acquiring control carries on (or a member of its group of companies carries on) a business which competes with the Target Companies. 12.3 Each undertaking and agreement contained in clause 12.1 shall be read and construed independently of the other undertakings and agreements herein contained and if any undertaking or agreement is later, Employee covenants and agrees that he will not, directly held to be invalid whether as an unreasonable restraint of trade or indirectly, either as a principal, agent, employee, employer, stockholder, co-partner or in for any other individual or representative capacity whatsoever: (i) engage in a Competitive Business anywhere within a fifty (50) mile radius reason the remaining undertakings and agreements shall continue to apply to the extent that they shall not also be held to be invalid. 12.4 Each of the principal executive offices undertakings in clause 12.1 is a separate undertaking (each of which shall be enforceable by the Corporation on Purchaser separately and independently) and is considered fair and reasonable by the date Employee’s employment terminates; parties, but if any restriction is found to be unenforceable, but would be valid if any part of it were deleted or (ii) solicitthe period or area of application reduced, or assist any other person or business entity in soliciting, any depositors or other customers of the Corporation restriction shall apply with such modifications as may be necessary to make deposits in or to become customers of any other financial institution conducting a Competitive Business. As used in this Agreement, the term “Competitive Business” means all banking it valid and financial products and services and any other products and services substantially similar to those offered by the Corporation on the date that Employee’s employment terminates. Employee’s obligations under this Section 7(a) shall terminate on the date a Change of Control occursenforceable. (b) During the term of this Agreement and throughout any further period that he is an officer or employee of the Corporation, and for a period of twelve (12) months from and after the date that Employee is (for any reason) no longer employed by the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by Employee, whichever is later, Employee covenants and agrees that he will not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, co-partner or in any other individual or representative capacity whatsoever induce any individuals to terminate their employment with the Corporation or the Bank.

Restrictive Covenants. 12.1 The Employee covenants with the Company (afor itself and as trustee and agent for each other Group Company) During that, for the term of this Agreement period during the Employment and throughout any further period that he is an officer or employee of the Corporation, and for a period of twelve (12) months following the Termination Date, he shall not, whether directly or indirectly, on his own behalf or on behalf of or in conjunction with any other person, firm, company or other entity (except on behalf of the Company): (a) solicit or entice away or attempt to solicit or entice away from and after the date that Company or any Group Company any person, firm, company or other entity who is, or was, a client of the Company or any Group Company with whom the Employee had business dealings during the course of his Employment or in the twelve (12) month period prior to the Termination Date; (b) solicit or entice away or attempt to solicit or entice away any individual person who is (for any reason) no longer employed or engaged by the Corporation Company or any Group Company either as a director or in a managerial or technical capacity; or who is in possession of Confidential Information and with whom the Employee had business dealings during the course of his Employment or the twelve (12) month period immediately prior to the Termination Date; (c) carry on, set up, be employed, engaged or interested in a business in Hong Kong, the People’s Republic of China, and any other geographic locations where the Company’s Business is conducted, that is in competition with, whether directly or indirectly, the Business as at the Termination Date. It is agreed that if any such company ceases to be in competition with the Company and/or any Group Company this clause 12.1(c) shall, with effect from that date, cease to apply in respect of such company. The provisions of this clause 12.1(c) shall not, at any time following the Termination Date, prevent the Employee from (i) owning an equity interest in the Company, and (ii) owning up to one percent (1%) of the securities in a corporation engaged in a business that competes with the Company, provided that such securities are listed on a national securities exchange. Nothing in this clause 12.1(c) shall prohibit Employee from seeking or doing of business not in direct or indirect competition with the Business; 12.2 While the parties agree that the restrictions contained in Clause 11 and 12 are reasonable in all the circumstances, it is agreed that if any court of competent jurisdiction holds that the length of the post-termination covenants contained in clauses 11 and 12 are not reasonable, the parties agree that: (a) the covenants are to apply for a period of twelve nine (129) months from the date Termination Date; or, if this period is held to be unreasonable, (b) for a period of entry by a six (6) months from the Termination Date; or if this period is held to be unreasonable, (c) for such other period as any court of competent jurisdiction decides is reasonable. 12.3 The period during which the restrictions referred to in clauses 12.1(a) to (c) inclusive which apply following the Termination Date shall be reduced by the amount of a final judgment enforcing this covenant in the event of a breach by Employeetime during which, whichever is later, Employee covenants and agrees that he will not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, co-partner or in any other individual or representative capacity whatsoever: (i) engage in a Competitive Business anywhere within a fifty (50) mile radius of the principal executive offices of the Corporation on the date Employee’s employment terminates; or (ii) solicit, or assist any other person or business entity in soliciting, any depositors or other customers of the Corporation to make deposits in or to become customers of any other financial institution conducting a Competitive Business. As used in this Agreementif at all, the term “Competitive Business” means all banking and financial products and services and any other products and services substantially similar to those offered by Company suspends the Corporation on Employee under the date that Employee’s employment terminates. Employee’s obligations under this Section 7(a) shall terminate on the date a Change provisions of Control occursclause 10.1. (b) During the term of this Agreement and throughout any further period that he is an officer or employee of the Corporation, and for a period of twelve (12) months from and after the date that Employee is (for any reason) no longer employed by the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by Employee, whichever is later, Employee covenants and agrees that he will not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, co-partner or in any other individual or representative capacity whatsoever induce any individuals to terminate their employment with the Corporation or the Bank.

Restrictive Covenants. (a) During 9.1 The Executive agrees that restrictions on his activities during and after his employment are necessary to protect the term of this Agreement goodwill, Confidential Information and throughout any further period that he is an officer or employee other legitimate interests of the CorporationCompany and its Subsidiaries, and that the agreed restrictions set forth below will not deprive the Executive of the ability to earn a livelihood: (A) While the Executive is in the employment of the Company and, if the Executive is entitled to benefits under Section 6.1 hereof upon termination of employment, for a period of twelve twenty-four (1224) months from and after such termination of employment (the date that Employee is (for any reason) no longer employed by "Non-Competition Period"), the Corporation or for a period Executive shall not, without the express written consent of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant Company, in the event United States of a breach by Employee, whichever is later, Employee covenants and agrees that he will notAmerica, directly or indirectlyindirectly (i) enter into the employ of or render any services to any person, either firm or corporation engaged in any Competitive Business; (ii) engage in any Competitive Business for his own account or (iii) become interested in any Competitive Business as a an individual, partner, shareholder, creditor, director, officer, principal, agent, employee, employerconsultant, stockholder, co-partner advisor or in any other individual relationship or representative capacity whatsoever: (i) engage capacity; provided, however, that nothing contained in a Competitive Business anywhere within a fifty (50) mile radius this Section shall be deemed to prohibit the Executive from acquiring, solely as an investment through market purchases, securities of any corporation which are registered under Section 12 of the principal executive offices of the Corporation on the date Employee’s employment terminates; or (ii) solicit, or assist any other person or business entity in soliciting, any depositors or other customers of the Corporation to make deposits in or to become customers Exchange Act and which are publicly traded so long as he is not part of any other financial institution conducting a Competitive Business. As used group in this Agreement, the term “Competitive Business” means all banking and financial products and services and any other products and services substantially similar to those offered by the Corporation on the date that Employee’s employment terminates. Employee’s obligations under this Section 7(a) shall terminate on the date a Change control of Control occurssuch corporation. (bB) During The Executive agrees that during the term Non-Competition Period or in connection with any termination of this Agreement and throughout employment pursuant to which the Executive is entitled to benefits under Section 6.1, the Executive will not, either directly or through any further period that he is an officer agent or employee, Solicit any employee of the CorporationCompany or any of its Subsidiaries to terminate his or her relationship with the Company or any of its Subsidiaries or to apply for or accept employment with any enterprise competitive with the business of the Company, or Solicit any customer, supplier, licensee or vendor of the Company or any of its Subsidiaries to terminate or materially modify its relationship with them, or, in the case of a customer, to conduct with any person any business or activity which such customer conducts or could conduct with the Company or any of its Subsidiaries. (C) The Executive acknowledges that the Company and its Subsidiaries continually develop Confidential Information, that the Executive may develop Confidential Information for the Company or its Subsidiaries and that the Executive may learn of Confidential Information during the course of his employment under this Agreement. The Executive will comply with the policies and procedures of the Company and its Subsidiaries for protecting Confidential Information and shall never disclose to any person (except as required by applicable law or legal process or for the proper performance of his duties and responsibilities to the Company and its Subsidiaries, or in connection with any litigation between the Company and the Executive (provided that the Company shall be afforded a reasonable opportunity in each case to obtain a protective order)), or use for his own benefit or gain, any Confidential Information obtained by the Executive incident to his employment or other association with the Company or any of its Subsidiaries. The Executive understands that this restriction shall continue to apply after his employment terminates, regardless of the reason for such termination. All documents, records, tapes and other media of every kind and description relating to the business, present or otherwise, of the Company or its Subsidiaries and any copies, in whole or in part, thereof (the "Documents"), whether or not prepared by the Executive, shall be the sole and exclusive property of the Company and its Subsidiaries. The Executive shall safeguard all Documents and shall surrender to the Company at the time his employment terminates, or at such earlier time or times as the Board or its designee may specify, all Documents then in the Executive's possession or control. (D) Without limiting the foregoing, it is understood that the Company shall not be obligated to make any of the payments or to provide for any of the benefits specified in Sections 6.1 and 6.2 hereof, and for a period shall be entitled to recoup the pro rata portion of twelve (12) months from any such payments and after of the date that Employee is (for value of any reason) no longer employed by such benefits previously provided to the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant Executive in the event of a material breach by Employee, whichever is later, Employee covenants and agrees that he will not, directly or indirectly, either the Executive of the provisions of this Section 9 (such pro ration to be determined as a principalfraction, agentthe numerator of which is the number of days from such breach to the second anniversary of the date on which the Executive terminates employment and the denominator of which is 730), employee, employer, stockholder, co-partner or which breach continues without having been cured within 15 days after written notice to the Executive specifying the breach in any other individual or representative capacity whatsoever induce any individuals to terminate their employment with the Corporation or the Bankreasonable detail.

Restrictive Covenants. (a) During the term of this Agreement and throughout any further period that he is an officer or employee In consideration of the CorporationBank’s employment of the Employee and the benefits provided hereby, and the Employee agrees that in addition to any other limitation: (i) for a period of twelve (12) months from and after the date that Employee is (for any reason) no longer employed termination of this Agreement by the Corporation Employee other than for Good Reason pursuant to Subsection 6(a)(ii)(B), or (ii) during the continuation of compensation payments pursuant to Subsection 6(a)(ii)(A) above, whichever is later, he will not, within a twenty-five (25) mile radius of any operating office of the Company, any of its subsidiaries, or the Bank, manage, operate or be employed by, participate in, or be connected in any manner with the management, operation, or control of any banking business whether or not carried on by a bank. The Employee further agrees, that for a period of twelve (12) months from after the date termination of entry his employment hereunder by a court the Employee other than for Good Reason pursuant to Subsection 6(a)(ii)(B) or the completion of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by Employeecompensation payments pursuant to Subsection 6(a)(ii)(A) above, whichever is later, Employee covenants and agrees that he will notnot solicit the business or patronage, directly or indirectly, either as a principal, agent, employee, employer, stockholder, co-partner or in from any other individual or representative capacity whatsoever: (i) engage in a Competitive Business anywhere within a fifty (50) mile radius of the principal executive offices of the Corporation on the date Employee’s employment terminates; or (ii) solicit, or assist any other person or business entity in soliciting, any depositors or other customers of the Corporation to make deposits in Bank (or to become customers of any other financial institution conducting office of the Company or of a Competitive Businesssubsidiary of the Company if Employee should have been employed by and located at such office) and the Employee will not seek to or assist others to persuade any employee of the Bank engaged in similar work or related to the Bank’s work to discontinue employment with the Bank or seek employment or engage in any business of the Bank. As used in this AgreementFurthermore, the term “Competitive Business” means all banking and financial products and services and Employee will not communicate to any person, firm or corporation any information related to customer lists, prices, secrets or other products and services substantially similar Confidential Information which he might from time to those offered by time acquire with respect to the Corporation on business of the date that Employee’s employment terminatesBank the Company, or its subsidiaries, or any of their affiliates. Employee’s obligations under this Section 7(a) shall terminate on The Employee agrees to disclose the date a Change of Control occurs. (b) During the term contents of this Agreement and throughout to any further period that he is an officer or employee of the Corporation, and subsequent employer for a period of twelve (12) months from and after following termination of his employment hereunder, the date that Employee is (for any reasontermination of this Agreement or completion of compensation payments pursuant to Subsection 6(a)(ii)(A) no longer employed by the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by Employeeabove, whichever is later, Employee covenants and agrees that he will not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, co-partner or in any other individual or representative capacity whatsoever induce any individuals to terminate their employment with the Corporation or the Bank.

Restrictive Covenants. (a) During the term period from the date of this Agreement and throughout until one (1) year following the date on which Executive’s employment is terminated: (i) Utilize the Company’s Confidential Information to persuade or attempt to persuade any further period that he person or entity which is an officer or employee was a customer, client or supplier of the CorporationCompany to cease doing business with the Company, or to reduce the amount of business it does with the Company (the terms “customer” and for a period “client” as used in this Section 7 to include any potential customer or client to whom the Company submitted bids or proposals, or with whom the Company conducted negotiations, during the term of Executive’s employment or during the twelve (12) months from and after preceding the date that Employee is (for any reason) no longer employed by the Corporation or for a period termination of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by Employee, whichever is later, Employee covenants and agrees that he will not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, co-partner or in any other individual or representative capacity whatsoever: (i) engage in a Competitive Business anywhere within a fifty (50) mile radius of the principal executive offices of the Corporation on the date Employee’s employment terminates; or his employment; (ii) solicit, Utilize the Company’s Confidential Information to solicit for himself or assist any other person or entity other than the Company the business of any person or entity in soliciting, any depositors which is a customer or other customers client of the Corporation Company, or was a customer or client of the Company within one (1) year prior to make deposits in the termination of his employment; or (iii) Persuade or attempt to persuade any employee of the Company, or any individual who was an employee of the Company during the one (1) year period prior to the termination of this Agreement, to leave the Company’s employ, or to become customers of employed by any person or entity other financial institution conducting a Competitive Business. As used in this Agreement, than the term “Competitive Business” means all banking and financial products and services and any other products and services substantially similar to those offered by the Corporation on the date that Employee’s employment terminates. Employee’s obligations under this Section 7(a) shall terminate on the date a Change of Control occursCompany. (b) During the term of this Agreement and throughout any further period that he is an officer or employee of the Corporation, Term and for a period of twelve six (126) months from and after following the date that Employee is (for expiration of the Term, Executive will not engage in any reason) no longer employed by the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant business in the event of a breach by EmployeeUnited States whether as an officer, whichever is laterdirector, Employee covenants and agrees that he will notconsultant, directly or indirectlypartner, either as a guarantor, principal, agent, employee, employer, stockholder, co-partner advisor or in any other individual or representative capacity whatsoever induce any individuals to terminate their employment manner, which directly competes with the Corporation business of the Company as it is engaged during the Term, unless, during the period that Employee is bound by the provisions of this Section 7(b), the Company ceases to be engaged in such activity, provided, however, that nothing in this Section 7(b) shall be construed to prohibit Employee from owning an passive interest of not more than 5% of any public company engaged in such activities. (c) Executive acknowledges that the restrictive covenants (the “Restrictive Covenants”) contained in Sections 6 and 7 of this Agreement are a condition of his employment and are reasonable and valid in geographical and temporal scope and in all other respects. If any court or arbitrator determines that any of the BankRestrictive Covenants, or any part of any of the Restrictive Covenants, is invalid or unenforceable, the remainder of the Restrictive Covenants and parts thereof shall not thereby be affected and shall remain in full force and effect, without regard to the invalid portion. If any court or arbitrator determines that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable because of the geographic or temporal scope of such provision, such court or arbitrator shall have the power to reduce the geographic or temporal scope of such provision, as the case may be, and, in its reduced form, such provision shall then be enforceable.

Restrictive Covenants. The Executive acknowledges that (ai) During the term services to be performed by the Executive under this Agreement are of a special, unique, unusual, extraordinary, and intellectual character and (ii) the provisions of this Agreement Section 7 are reasonable and throughout any further period necessary to protect the Company’s business, goodwill and Confidential Information. The Executive therefore agrees that he is an officer during the Executive’s employment with the Company, whether or employee of the Corporationnot under this Agreement, and for a period of twelve (12) months from and two years after expiration or termination of Executive’s employment with the date that Employee is (Company for any reasonreason whatsoever: (a) no longer employed by the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by Employee, whichever is later, Employee covenants and agrees that he Executive will not, directly or indirectly, either individually or as a principalconsultant to, agent, or an employee, employerofficer, director, manager, stockholder, co-partner partner, member, investor, lender or other owner or participant in any business entity, other individual or representative capacity whatsoever: (i) than the Company, engage in a Competitive Business anywhere within a fifty (50) mile radius of the principal executive offices of the Corporation on the date Employee’s employment terminates; or (ii) solicit, or assist any other person or entity to engage in any business entity which competes with any business in solicitingwhich the Company is engaging or in which the Company plans to engage, any depositors during or other customers at the time of termination of the Corporation Executive’s employment, anywhere in the United States or anywhere else in the world where the Company does business or plans to make deposits in or to become customers of any other financial institution conducting a Competitive Business. As used in this Agreement, do business during the term “Competitive Business” means all banking and financial products and services and any other products and services substantially similar to those offered by the Corporation on the date that EmployeeExecutive’s employment terminates. Employee’s obligations under this Section 7(a) shall terminate on the date a Change of Control occurs.employment; (b) During the term of this Agreement and throughout any further period that he is an officer or employee of the Corporation, and for a period of twelve (12) months from and after the date that Employee is (for any reason) no longer employed by the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by Employee, whichever is later, Employee covenants and agrees that he Executive will not, directly or indirectly, either as a principal(i) solicit, agentdivert or take away, employeeor attempt to solicit, employerdivert or take away, stockholderthe business or relationship of the Company with any of its customers, co-partner clients, distributors, dealers, referral sources, business partners, suppliers, vendors, service providers, consultants, lenders, investors, landlords, licensors or in attorneys or any other individual person or representative capacity whatsoever induce any individuals to terminate their employment entity with whom the Company does business (collectively, “Business Partners”), or (ii) otherwise interfere with the Corporation Company’s business relationship with any of its Business Partners; (c) the Executive will not knowingly, directly or indirectly, solicit, recruit, hire or engage, or otherwise interfere with the Bankbusiness relationship of the Company with, any current or former employee of the Company, other than any person who ceased to be employed by the Company for a period of at least twelve (12) months; and (d) the Executive will not, directly or indirectly, assist any person or entity in performing any activity prohibited by Sections 7(a), 7(b) or 7(c).