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 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 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 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. 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. 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 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. (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 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 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. (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. 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 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 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 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 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. 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. 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. 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. (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 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 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. 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 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 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. 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. 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. (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 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 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. 7.1 Each party hereto agrees that all: (ai) During communication regarding the term Possible Transaction; (ii) requests for Confidential Information; (iii) requests for facility tours or management meetings; and (iv) discussions or questions regarding procedures will be submitted or directed to such persons as each party may designate in writing to be responsible for such actions, in the case of this Agreement FW with a copy to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and throughout in the case of AMEC with a copy to ▇▇▇▇▇▇ ▇▇▇▇. 7.2 Neither party hereto nor any further period that he is an officer of their respective Representatives will make or employee have any contact whatsoever, either directly or indirectly, with any past or present officer, employee, customer, supplier, adviser, contractor or sub-contractor of the Corporationother party hereto or any of its Affiliates in relation to the Possible Transaction or any Confidential Information without the other party’s prior written consent. Nothing in this paragraph will prevent either party or any of their Representatives from making contact with its existing customers and suppliers, and contractors or sub-contractors in the ordinary course of its or their existing business, provided it does not refer in any way to the Possible Transaction in the course of doing so. 7.3 The parties hereto further agree that, 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 two years from the date hereof, each party will not solicit for employment or employ any corporate officer or management level employee of entry by a court the other party or any of competent jurisdiction its Affiliates with whom such party first had direct and significant contact through the process of a final judgment enforcing the evaluation of the Possible Transaction; provided, however, that this covenant in provision shall not prohibit the event solicitation or employment 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 whatsoeversuch person: (i) engage in a Competitive Business anywhere within a fifty resulting from general advertisement for employment; (50ii) mile radius if such person approaches the party on an unsolicited basis; (iii) following the termination by the other party of the principal executive offices of the Corporation on the date Employeesuch person’s employment terminateswith the other party; or (iv) resulting from solicitation by a recruiting firm that is not requested to specifically solicit that person for employment. 7.4 Until the earliest of: (i) the execution and delivery by the parties hereto of a final definitive agreement regarding the Possible Transaction; or (ii) solicitone year from the date of this letter agreement, each party agrees that no employee of such party that participated in the evaluation of the possible Transaction shall initiate or assist maintain contact (except for those contacts made in the ordinary course of business) with any key employee (defined as any elected or appointed officer or director) of the other party regarding its business, assets, operations, prospects or finances, except with the express permission of a duly authorised executive officer of the other party. 7.5 The undertakings in this paragraph 7 are intended for the benefit of each party hereto and for the benefit of the Representatives of each party hereto and apply to actions carried out by either party hereto or any Representative in any capacity and whether directly or indirectly, on either party’s behalf, on behalf of any other person or business entity in soliciting, jointly with any depositors or other customers person. 7.6 Each party hereto hereby agrees that each of the Corporation to make deposits restrictions and undertakings contained in or to become customers paragraph 7 are reasonable and necessary for the protection 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 Employeeeach party’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 legitimate interests in the event goodwill of a breach by Employee, whichever is later, Employee covenants its company and agrees that he will not, directly or indirectly, either each of its subsidiaries and shall be construed 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 Bankseparate and independent undertakings.

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. (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. 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. (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. 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 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. (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. 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. (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. 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 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. 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. (a) During Non-Competition; Non-Solicit. (i) For a period of five (5) years commencing on the term Closing Date, each of the Transaction Shareholders shall not, and shall not permit any of their Affiliates to, directly or indirectly: (A) carry on or engage in the business of banking or any Similar Business within the Restricted Territory; provided, however, that the foregoing prohibition shall not preclude a Transaction Shareholder’s passive ownership of not more than 2% of the outstanding equity securities of any company that is subject to the periodic reporting requirements of the 1934 Act; or (B) perform services for any bank, bank holding company, bank or bank holding company in organization, corporation or other Person or entity engaged in the business of banking that has a branch or office in, or conducts any banking or Similar Business in, the Restricted Territory; or (C) solicit or do banking or Similar Business with any existing customer of the Parent Companies or their Affiliates or any prospective customer of the Parent Companies or their Affiliates with whom such Transaction Shareholder has had material contact; or (D) intentionally interfere in any material respect with the business relationships (whether formed prior to or after the date of this Agreement Agreement) between the Parent Companies and throughout customers or vendors of the Parent Companies; provided, however, that if a Transaction Shareholder owns less than a 50% equity and voting interest in a Person and does not otherwise control such Person and such Person, without any further period involvement or encouragement by a Transaction Shareholder, terminates its business relationship with the Parent Companies, then such termination shall not, standing alone, be deemed to violate this subsection (D), and, provided further, that he is if a Transaction Shareholder terminates any of his own personal business relationships with the Parent Companies, then such termination shall not, standing alone, be deemed to violate this subsection (D), it being understood that, upon learning of a Transaction Shareholder’s intention to terminate such a personal business relationship, the Parent Companies may consider and match any competitor’s product and rate offerings in an effort to maintain the relationship; or (E) encourage or solicit any director, officer or employee of the Corporation, and for a period Parent Companies or any of twelve (12) months from and after their Affiliates to leave his or her position or employment with the date that Employee is (Parent Companies or any of their Affiliates for any reason, or hire any such director, officer or employee, without the prior written consent of Parent. (ii) no longer employed by the Corporation The Transaction Shareholders acknowledge that a breach or threatened breach of this Section 7.22(a) would give rise to irreparable harm to Parent, 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 which monetary damages would not be an adequate remedy, and hereby agrees that, in the event of a breach or a threatened 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 Transaction Shareholders of any such obligations, Parent shall, in addition to any and all other financial institution conducting rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a Competitive Business. As used in this Agreementtemporary restraining order, the term “Competitive Business” means all banking and financial products and services an injunction, specific performance and any other products and services substantially similar to those offered by the Corporation on the date relief 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 may be available 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 (without any requirement to post bond). (iii) The Transaction Shareholders acknowledge that the restrictions contained in this Section 7.22(a) are reasonable and necessary to protect the legitimate interests of Parent and constitute a final judgment enforcing material inducement to Parent to enter into this covenant in Agreement and consummate the Transaction. In the event of a breach that any covenant contained in this Section 7.22(a) 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 7.22(a) 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, directly and any such invalidity or indirectly, either as a principal, agent, employee, employer, stockholder, co-partner 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. (a) During the term Other than as described in Section I(a) of this Agreement and throughout Agreement, during the Term of this Agreement, Employee shall not be engaged in any further period that he is an officer other business activity pursued for gain, profit or employee other pecuniary advantage. The foregoing limitation shall not be construed as prohibiting Employee from making personal investments in such form or manner as will neither require Employee's services in the operation or affairs of the Corporationcompanies or enterprises in which such investments are made nor violate the terms of this Section 3. (b) In addition, Employee shall not, during the period of Employee's employment with the Bank, and for a period of twelve (12) months immediately following the termination of Employee's employment under this Agreement (excluding termination of Employee's employment by the Bank without Cause, termination of employment by Employee and any failure to renew pursuant to Section 4 of this Agreement) and excluding from and after the date that such period any time during which Employee is (for in violation of any reason) no longer employed by the Corporation or for a period provision 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 notSection 3, directly or indirectly, either : (i) Serve as a principal, agentan officer, employee, employerdirector, stockholdershareholder, co-partner owner, partner, joint venturer, consultant or advisor to any company, entity, or other organization that engages in any other individual or representative capacity whatsoever: prohibited businesses (ithe "Business") engage in a Competitive Business anywhere within a fifty one hundred (50100) mile radius of the principal executive offices any office of the Corporation on the date Employee’s employment terminates; or Bank; (ii) solicit, or assist Take any other person or business entity in soliciting, action which is intended to influence any depositors of the Bank's executives 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 employees to terminate their employment with the Corporation Bank or to accept employment with any competitor of the Bank; or (iii) Take any action which is intended to interfere with any of the Bank's business relationships. (c) Because of the difficulty of measuring economic losses to the Bank as a result of a breach of any covenant set forth in this Section 3, and because of the irreparable damage that could be caused to the Bank for which the Bank would have no other adequate remedy, Employee agrees that the Bank is entitled, in addition to any other remedies, to injunctive relief to secure the specific performance of this Agreement and to prevent a breach of this Agreement, including, without limitation, issuance of a temporary restraining order or preliminary injunction. Employee waives any requirement that the Bank post a bond or other security in connection with any application for or order granting injunctive relief. (d) Employee acknowledges and agrees that, in light of the nature of the business of the Bank, the restrictions in this Section 3 are reasonable and properly required for the adequate protection of such business. If any court determines that any of the foregoing restrictions, or any part thereof, are unenforceable because of the duration or scope of such provision or the geographical area covered by such provision, such court will have the power to reduce the duration, scope, or geographical area of such provision, and in its reduced form, such provision will then be enforceable and will be enforced. It is the desire and intent of the parties that the provisions of this Section 3 be enforced to the fullest extent permissible under the laws and public policies applied in any jurisdiction where enforcement is sought. The covenants in this Section 3 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. (e) All of the covenants in this Section 3 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Employee against the Bank, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Bank of such covenants.

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 one year 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, 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).

Restrictive Covenants. (a) During For a period of three years commencing on the term Closing Date (the “Restricted Period”), each Seller agrees as follows: (i) Such Seller shall not, directly or indirectly, including without limitation through its controlled Affiliates, (A) engage in or assist others in engaging in the Business in the continental United States (the “Seller Restricted Business”), or (B) have an interest in any Person that engages directly or indirectly in the Seller Restricted Business in any capacity, including as a partner, shareholder, member, investor, employee, principal, agent, trustee or consultant. The foregoing notwithstanding, such Seller may own, directly or indirectly, solely as a passive investment, securities of this Agreement any Person, whether or not traded on any national securities exchange, if such Seller owns less than 5% of the economic and throughout voting interest in such Person and is not a member of a group which directly or indirectly controls such Person. (ii) Such Seller shall not, directly or indirectly, including without limitation through its controlled Affiliates, solicit any further period that he is an officer or employee of the CorporationCompany or encourage any such employee to leave such employment or solicit any former employee who has left such employment of the Company within six months of such solicitation, except pursuant to a general solicitation which is not directed specifically to any such employees. (iii) Such Seller shall not, directly or indirectly, including without limitation through its controlled Affiliates, solicit or entice, or attempt to solicit or entice, any suppliers, clients or customers of the Company or any other Person with a business relationship with the Company within 12 months prior to such solicitation to divert their business or services from Buyer or the Company to a Seller Restricted Business or otherwise adversely modify their business relationship with Buyer or the Company. (b) Each Seller agrees not to, and shall cause its Affiliates not to, directly or indirectly, make (or cause to be made) any written or verbal statements to any Person (including any public internet or social media postings) regarding Parent, Buyer, the Company, PR or the Business that is intended to, or which could reasonably be expected to, be disparaging, defamatory or detrimental to Parent, Buyer, the Company, PR or the Business. (c) Each Seller acknowledges that a breach or threatened breach of this Section 6.04 would give rise to irreparable harm to Buyer and the Company, for a period of twelve (12) months from which monetary damages, while available, would not be an adequate remedy, and after the date hereby agrees 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 or a threatened 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 such Seller of any such obligations, Buyer and the Company shall, in addition to any and all other financial institution conducting rights and remedies that may be available to it in respect of such breach, be entitled to seek equitable relief, including a Competitive Business. As used in this Agreementtemporary restraining order, the term “Competitive Business” means all banking and financial products and services an injunction, specific performance and any other products and services substantially similar to those offered by the Corporation on the date relief 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 may be available 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 (without any requirement to post bond or need to prove inadequacy of money damages). (d) Each Seller acknowledges that the restrictions in this Section 6.04 are reasonable and necessary to protect the legitimate interests of Buyer and the Company and constitute a final judgment enforcing material inducement to Buyer to enter into this Agreement and consummate the transactions described in this Agreement. In the event that any covenant in this Section 6.04 should ever be adjudicated to exceed the event of a breach time, geographic, product or service, or other limitations permitted by EmployeeLaw 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 that would be enforceable. The covenants in this Section 6.04 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, directly and any such invalidity or indirectly, either as a principal, agent, employee, employer, stockholder, co-partner 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. (a) During Consultant shall comply with the term following restrictions during the period this Agreement is in effect, provided that if this Agreement is terminated prior to ___________ [DRAFTING NOTE: THIS DATE USED SHOULD BE THE DATE THAT IS 18 MONTHS AFTER THE EFFECTIVE DATE] by Consultant or by the Company due to a breach of this Agreement and throughout any further period that he is an officer or employee of by Consultant, the Corporation, and following restrictions will remain in effect for a period of twelve six (126) months from and after the date that Employee is (for any reason) no longer employed by the Corporation following such termination 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 Employeethrough ___________, whichever is laterearlier:[DRAFTING NOTE: THIS DATE USED SHOULD BE THE DATE THAT IS 18 MONTHS AFTER THE EFFECTIVE DATE] (a) Consultant shall not directly or indirectly solicit any vendor, Employee covenants supplier, licensor, licensee or other business affiliate of the Company (or any affiliated company) with respect to products or services competitive with those offered by the Company or directly or indirectly induce any such person to terminate its existing business relationship with the Company (or affiliated company) or interfere in any other manner with any existing business relationship between the Company (or any affiliated company) and agrees any such vendor, supplier, licensor, licensee or other business affiliate. (b) Consultant shall not, on his own or as an employee, agent, promoter, consultant, advisor, independent contractor, general partner, officer, director, investor, lender or guarantor or in any other capacity, directly or indirectly: (i) conduct, engage in, be connected with, have any interest in, or assist any person or entity engaged in, any business, whether in the United States, any possession of the United States or any foreign country or territory, that he will notcompetes with any of the businesses or programs conducted by the Company in the education industry during the period of his employment with the Company (hereafter collectively referred to as the “Businesses”); or (ii) permit his name to be used in connection with a business which is competitive or substantially similar to the Businesses. Notwithstanding the foregoing: (i) Consultant may own, directly or indirectly, either solely as a principalan investment, agent, employee, employer, stockholder, co-partner up to one percent (1%) of any class of publicly traded securities of any business that is competitive or in substantially similar to 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 Businesses and (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 EmployeeConsultant’s employment terminates. Employeewith any consulting firm, investment banking firm, private equity fund, hedge fund or similar investment fund following the termination of his employment with the Company shall not be deemed a breach of Consultant’s obligations restrictive covenant under this Section 7(a) shall terminate on the date a Change of Control occurs10(b). (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 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 and natural gas, 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 EmployeeCorporation, 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, Tennessee, Texas, Vermont, Wisconsin and agrees that he will notWyoming, directly or indirectly, either as a principal, agent, employee, employer, stockholder, co-partner or in and (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 report or otherwise communicate with the Nuclear Regulatory Commission, United States Department of Labor, Securities and Exchange Commission, or any other appropriate governmental agency concerning any nuclear safety, workplace safety or any public safety concern, any potential violations or any other matters within such agency’s regulatory responsibility 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. Notwithstanding any provisions of this Award to the contrary, Grantee may be entitled to immunity and protection from retaliation under the Defend Trade Secrets Act of 2016 for disclosing a trade secret under limited circumstances, as set forth in the Corporation’s Innovations - Inventions, Patents and Intellectual Properties Policy. (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 7.1. In consideration of the benefits and conditions provided to the Executive pursuant to this Agreement, the Executive covenants and agrees that he shall not, without the specific prior written consent of the President, 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 following the date that Employee is (for termination of his employment hereof, either on his own behalf or on the behalf of any reason) no longer Third Party, directly or indirectly, solicit the services of, entice away, employ or use the services of any person employed by or otherwise providing services to the Corporation on a full-time or for a period part-time basis, or solicit any customers, clients or suppliers of twelve (12) months the Corporation to transfer business from the Corporation to any Third Party. For the purpose of the present Agreement, customers, clients or suppliers of the Corporation means any customer, client or supplier of the Corporation during the Executive's employment or at the date of entry by a court the termination of competent jurisdiction the Executive Employment. 7.2. In consideration of a final judgment enforcing the benefits and conditions provided to the Executive pursuant to this covenant in Agreement, the event of a breach by Employee, whichever is later, Employee Executive covenants and agrees that he will shall 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 without the specific prior written consent of the principal executive offices of the Corporation on the date Employee’s employment terminates; or (ii) solicitPresident, 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 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 following the termination of his employment hereof, both individually or jointly with a Third Party whether as owner, shareholder, creditor, agent, employee, officer, director or in any other capacity, effect any work or perform any service whatsoever in the field of medical, clinical and after information management software, nor act as a consultant, lend monies or guarantee debts or obligations, nor permit that his name or part of his name be used or employed, whether it be for his own personal benefit or for the date that Employee is (for benefit of any reason) no longer employed by Third Party, engaged, concerned or interested in any enterprise which carries on business or pursues activities in the field of medical, clinical or information management software in the territory of Canada and the Unites States. 7.3. In addition and without prejudice to all other rights and remedies available to the Corporation, the Corporation may enforce the compliance and respect of any and all of the provisions of the present Sections 6 and 7 by way of, but not limiting to injunction, and may obtain an injunction in order to enjoin any breach or for a period threaten breach of twelve (12) months from any of the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant provisions thereof. The Executive expressly and specifically acknowledges that in the event of a breach by Employeeof any of the obligations described in Sections 6 or 7, whichever such breach shall cause the Corporation to suffer damages for which an injunction is lateran effective relief. This remedy shall be in addition to and not in limitation of any rights or remedies to which the Corporation is or may be entitled to. 7.4. During the term of this Agreement, Employee covenants and agrees that he will notthe Executive shall promptly disclose to the Chairman of the Board of Directors all information concerning any interest, directly direct or indirectlyindirect, either of the Executive (whether as a principalowner, agentshareholder, partner, vendor or other investor, director, officer, employee, employerconsultant or otherwise) or any member of his immediate family, stockholder, co-partner or in any other individual business which is reasonably known to the Executive to purchase or representative capacity whatsoever induce otherwise obtain services or products from, or to sell or otherwise provide services or product to, any individuals to terminate their employment with person within the Corporation or the BankCorporation.

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 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 two (122) months from years thereafter, the Employee shall not: (i) engage, as principal, agent, trustee or through the agency of any corporation, partnership, association or agent or agency, anywhere within the United States (hereafter the "Territory"), in the business of the design, manufacture, sale, marketing or distribution of printed or embroidered apparel products (the "Industry"); (ii) own or hold any beneficial interest of more than the Applicable Percentage of the voting securities in any corporation, partnership or other business entity which conducts its operations, in whole or in part, within the Industry and after within the date Territory; or (iii) become an employee of or consultant to, or serve in any similar capacity with, any business within the Industry which conducts its operations in whole or in part within the Territory. In addition, in any such event and during such period, the Employee further agrees that he shall not, either directly or indirectly, through any person, firm, association or corporation with which the Employee is now or may hereafter become associated, cause or induce any present or future employee of the Company to leave the employ of the Company to accept employment with the Employee or with such person, firm, association or corporation. For purposes of the foregoing, "Applicable Percentage" means (for any reasonx) no longer employed by one percent (1%), in the Corporation case of corporations, partnerships and other business entities having a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, or for a (y) five percent (5%) in all other cases. The foregoing covenants shall not be held invalid or unenforceable because of the scope of the territory or actions subject thereto or restricted thereby, or the period of twelve (12) months from the date time within which such covenants are operative; but any judgment of entry by a court of competent jurisdiction may define the maximum territory and actions subject to and restricted by this Section 8 and the period of a final judgment enforcing time during which such covenants are enforceable. The provisions of this covenant in the event Section 7 shall survive any termination 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. To receive the payments and benefits provided under Sections 2(a), 2(b), 2(c) and 2(d) of this Agreement, Executive must fully comply with the provisions specified in this Section 12. (a) During It is expressly understood and agreed that nothing contained in this Agreement, including, without limitation, this Section 12 and the term Release, shall prohibit Executive from reporting possible violations of this Agreement federal law or regulation to any governmental agency or entity, including, but not limited to, the Department of Justice, the Securities and throughout any further period that he is an officer or employee of the CorporationExchange Commission, Congress, and any agency Inspector General, or from participating in a resulting investigation or making other disclosures that are protected under the whistleblower provisions of federal law or regulation. (b) Subject to the express caveat contained in Section 12(a) above, Executive will not disparage the Company, its directors, officers, employees, affiliates, subsidiaries, predecessors, successors or assigns in any written or oral communications to any third party. Executive further agrees that he/she will not direct anyone to make any disparaging oral or written remarks about the Company, its directors, officers, employees, affiliates, subsidiaries, predecessors, successors or assigns to any third parties. (c) During Executive’s employment with the Company and for a period of twelve six (126) 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 EmployeeTermination Date, whichever is later, Employee covenants and agrees that he will Executive shall not, directly or indirectly, either as a principalan individual or as an employee, agent, employeeconsultant, employeradvisor, independent contractor, general partner, officer, director, stockholder, co-partner investor, lender, or in any other individual or representative capacity whatsoever, of any person, firm, corporation or partnership, solicit any of the Company’s employees or consultants to terminate their relationship with the Company. (d) Subject to the express caveat contained in Section 12(a) above, notwithstanding any requirement that the Company may have to publicly disclose the terms of this Agreement pursuant to applicable law or regulations, Executive agrees to use reasonable efforts to maintain in confidence the existence of this Agreement, the contents and terms of this Agreement, and the consideration for this Agreement (hereinafter collectively referred to as “Agreement Information”). Executive also agrees to take every reasonable precaution to prevent disclosure of any Agreement Information to third parties, except for disclosures required by law or absolutely necessary with respect to Executive’s immediate family members or personal advisors who shall also agree to maintain the confidentiality of the Agreement Information. (e) Subject to the express caveat contained in Section 12(a) above, Executive shall not, except as required by any court or administrative agency, without the written consent of the Board or a person authorized thereby, disclose to any person, other than an employee of the Company or a person to whom disclosure is reasonably necessary or appropriate in connection with the performance by Executive or his duties to the Company, any confidential information obtained by him while in the employ of the Company with respect to any of the Company’s inventions, processes, customers, methods of distribution, methods of manufacturing, attorney-client communications, pending or contemplated acquisitions, other trade secrets, or any other material which the Company is obliged to keep confidential pursuant to any confidentiality agreement or protective order; provided, however, that confidential information shall not include any information: (i) engage that is now known or which becomes known generally to the public (other than as a result of an unauthorized disclosure by Executive); (ii) of a type not otherwise considered confidential by a person engaged in the same business or a Competitive Business anywhere within a fifty business similar to that conducted by the Company; (50iii) mile radius of that becomes publicly known or made generally available after disclosure by the principal executive offices of the Corporation on the date Employee’s employment terminatesCompany to Executive through no wrongful action or omission by Executive; or (iiiv) solicitis in Executive’s rightful possession, or assist any other person or business entity in solicitingwithout confidentiality obligations, any depositors or other customers at the time 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 disclosure by the Corporation on the date that EmployeeCompany as shown by Executive’s employment terminates. Employee’s obligations under this Section 7(a) shall terminate on the date a Change of Control occursthen contemporaneous written records. (bf) During the term of this Agreement and throughout any further period that he is an officer or employee of the CorporationThe parties hereto agree that, 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 Employeeor threatened breach of any covenants herein, whichever is laterthe damage or imminent damage shall be inestimable, Employee covenants and agrees that he will not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, co-partner therefore any remedy at law or in damages shall be inadequate. Accordingly, the parties hereto agree that the Company and Executive shall be entitled to injunctive relief in the event of any breach or threatened breach of any of such provisions by Executive or the Company, in addition to any other individual relief (including damages) available to the Company or representative capacity whatsoever induce any individuals to terminate their employment with the Corporation Executive under this Agreement or the Bankunder law.

Restrictive Covenants. (a) During the term of this Agreement and throughout Term, any further period that he is an officer or employee of the Corporationextension thereof, and for a period of twelve (12) months from and after one year immediately following the date that Employee is (termination of the Executive's employment for any reasonreason other than those set forth in Section 9(b) no longer employed by and 9(e), in which case these provisions will not be applicable for such termination pursuant to Sections 9(b) or 9(e), 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 notnot engage in or have any financial interest in any business enterprise in competition with the Company. For the purposes of this Section 12(a): (i) A business enterprise in competition with the Company shall mean enterprise which engages in any business as that conducted by Company or any subsidiary or affiliate during the twelve months preceding the date of Executive's termination of employment which operates anywhere within a radius of seventy-five (75) miles of any office maintained by the Company as of the date of termination of employment; and (ii) The Executive shall be deemed to be engaged in or to have a financial interest in such business enterprise if he is an employee, officer, director, trustee, agent, consultant or partner of any Person which is engaged in such business or if he owns, directly or indirectly, either as a principalstock or securities convertible into or exchangeable for stock or otherwise has any equity or beneficial interest in such Person; provided, agenthowever, employee, employer, stockholder, co-partner that the ownership of 5% or in any other individual or representative capacity whatsoever: (i) engage in a Competitive Business anywhere within a fifty (50) mile radius less of the principal executive offices outstanding shares of a class of security, which is regularly traded on a national securities exchange or quoted in an automated inter-dealer quotation system, shall not be deemed to be engaging or having a financial interest in 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 person. (b) During the term of this Agreement and throughout Term or any further period that he is an officer or employee of the Corporation, extension thereof and for a period of twelve (12) months from and after one year immediately following the date that Employee is (for any reason) no longer employed by termination of the Corporation or for a period of twelve (12) months from Executive's employment, 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 not, not directly or indirectly, either as a principal, agent, employee, employer, stockholder, coindirectly hire or solicit any employee of the Company or anyone who was an employee of the Company at any time within the three-partner month period immediately prior thereto or in any other individual encourage an employee or representative capacity whatsoever induce any individuals agent of the Company to terminate their such employment with or agency relationship. (c) The Executive acknowledges and agrees that the Corporation restrictive covenants set forth in this Section 12 (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 Bankremainder 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. (d) 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. (e) Notwithstanding anything to the contrary contained in this Section 12, the foregoing provisions of the Section 12 shall not apply in the event that the employment of the Executive is terminated by the Company without Good Cause or by the Executive for Good Reason.

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 : (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 the term of this Agreement and throughout any further period that he and, except when termination of this Agreement is an officer or employee due to the Bank’s nonrenewal of the Corporationthis Agreement, and continuing for a period of twelve two years following the term of this Agreement (12) months from the “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 after loan association, savings and loan holding company, credit union, mortgage or loan broker or any other entity competing with the date that Employee is Bank or its affiliates (for a “Competing Business”), anywhere within 50 miles of any reason) no longer employed by branch office of the Corporation or for a period Bank located in North Carolina (the “Territory”). As President of twelve (12) months from North Carolina Banking, 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 Executive stipulates and agrees that the Territory fairly represents the North Carolina market for the Bank over which he will not, directly or indirectly, either shall have executive management authority 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 Effective Date and, as such, is narrowly tailored to protect the Bank’s legitimate business interests in light of and following 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 occursMerger. (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. (a) During Executive hereby expressly reaffirms his obligations under the Company’s Proprietary Information and Inventions Assignment Agreement between Executive and the Company, which is attached hereto as Exhibit C and incorporated herein by reference (“PIIA”), and agrees that such obligations shall survive the Termination Date. (b) Executive agrees that for one (1) year immediately following the Termination Date (or, if later, one (1) year following the expiration of the term of the Consulting Agreement), Executive shall not interfere with the business of the Company by (i) soliciting or attempting to solicit any employee or consultant of the Company to terminate such employee’s or consultant’s employment or service in order to become an employee, consultant or independent contractor to or for any other person or entity or (ii) soliciting or attempting to solicit any vendor, supplier, customer or other person or entity either directly or indirectly, to direct his, her or its purchase of the Company’s products and/or services to any person, firm, corporation, institution or other entity in competition with the business of the Company. (c) Executive agrees that Executive will not make any negative or disparaging statements or comments about Company, its employees, officers, directors, shareholders, vendors, products or services, business, technologies, market position or performance. The Company agrees that it shall instruct its current directors and executive officers not to, make any negative or disparaging statements or comments about Executive. Nothing in this Agreement Section 5(c) shall interfere with any protected right by Executive under applicable law to communicate directly with, cooperate with, or provide information to, any federal, state or local government agency. Nothing in this Section 5(c) will prohibit any person from providing truthful information in response to a subpoena or other legal process. (d) By signing below, Executive represents and throughout any further period warrants that he is an officer has returned to the Company all Company documents (and all copies thereof) and other Company property that Executive had in his possession at any time, including but not limited to Company files, notes, drawings, records, business plans and forecasts, financial information, specification, computer-recorded information, tangible property (including, but not limited to, computers, laptops, pagers, etc.), credit cards, entry cards, identification badges and keys and any materials of any kind which contain or employee embody any proprietary or confidential information of Company (and all reproductions thereof), unless otherwise agreed by the Chief Executive Officer of the CorporationCompany with respect to property necessary to be retained by Executive in connection with his services under the Consulting Agreement. Executive understands that, even if Executive does not sign this Agreement, he is still bound by any and for all confidential/proprietary/trade secret information, non- disclosure and inventions assignment agreement(s) signed by Executive in connection with his employment with Company, including the PIIA, pursuant to the terms of such agreement(s). Executive's compliance with this Section 5(d) shall be a period condition to his receipt of twelve the Termination Benefits. (12e) months In addition to all other rights and remedies available to the Company under law or in equity, the Company shall be entitled to withhold all Termination Benefits and Consulting Agreement Benefits 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 Executive in the event of his breach of this Agreement, including this Section 5. (f) Notwithstanding anything in this Agreement or the PIIA to the contrary, nothing contained in this Agreement or the PIIA shall prohibit Executive from (i) communicating directly with, filing a breach charge with, reporting possible violations of federal law or regulation to, participating in any investigation by, or cooperating with the U.S. Securities and Exchange Commission, the Financial Industry Regulatory Authority, the Equal Employment Opportunity Commission, the National Labor Relations Board (the “NLRB”), the Occupational Safety and Health Administration, the U.S. Commodity Futures Trading Commission, the U.S. Department of Justice or any other securities regulatory agency, self- regulatory authority or federal, state or local regulatory authority (collectively, “Government Agencies”), or making other disclosures that are protected under the whistleblower provisions of applicable law or regulation, (ii) communicating directly with, cooperating with, or providing information (including trade secrets) in confidence to any Government Agencies for the purpose of reporting or investigating a suspected violation of law, or from providing such information to his attorney(s) or in a sealed complaint or other document filed in a lawsuit or other governmental proceeding, and/or (iii) receiving an award for information provided to any Government Agency. Further, nothing herein will prevent Executive from participating in activity permitted by EmployeeSection 7 of the National Labor Relations Act or from filing an unfair labor practice charge with the NLRB. For the avoidance of doubt, whichever Executive does not need to notify or obtain the prior authorization of the Company to exercise any of the foregoing rights. Pursuant to 18 USC Section 1833(b), Executive will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is latermade: (A) in confidence to a federal, Employee covenants state, or local government official, either directly or indirectly, or to an attorney, and agrees solely for the purpose of reporting or investigating a suspected violation of law; or (B) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Further, nothing in this Agreement is intended to or shall preclude either party from providing truthful testimony in response to a valid subpoena, court order, regulatory request or other judicial, administrative or legal process or otherwise as required by law. If Executive is required to provide testimony, then unless otherwise directed or requested by a Government Agency or law enforcement, Executive shall notify the Company as soon as reasonably practicable after receiving any such request of the anticipated testimony. Further, nothing in this Agreement prevents Executive from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that he will notExecutive has reason to believe is unlawful. (g) For purposes of this Section 5, the term “Company” means not only the Company, but also as any company, partnership or entity which, directly or indirectly, either as a principalcontrols, agent, employee, employer, stockholder, co-partner is controlled by 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 is under this Section 7(a) shall terminate on the date a Change of Control occurscommon control with such entities. (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 order to assure that Reserve will realize the term benefits of this the Purchase Agreement and throughout any further period that he is an officer or employee in consideration of the Corporationtransactions set forth in this Agreement, and Employee agrees that except as permitted in Article III hereof, he will not for a period of twelve three (123) months years from and after the later of the Effective Time or the date that Employee is he ceases to be an employee of Reserve or an officer or director of P. J▇▇▇▇▇ ▇▇▇n & Metal or MTLM: (for any reasona) 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 alone or as a principalpartner, joint venturer, officer, director, employee, consultant, agent, employeeindependent contractor or stockholder of any company or business, employer, stockholder, co-partner or engage in any other individual business activity in the States of Ohio, Michigan, Indiana, Illinois or representative capacity whatsoever: Pennsylvania which is directly in competition with the business conducted by Reserve at the Effective Time; provided, however, that, the beneficial ownership of less than five percent (i5%) engage in a Competitive Business anywhere within a fifty (50) mile radius 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, over-the-counter market or foreign exchange 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 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 (i) induce any person which is a principalcustomer of Reserve at the Effective Time to patronize any business directly or indirectly in competition with the business conducted by Reserve; (ii) canvass, agentsolicit or accept from any person which is a customer of Reserve, employeeany such competitive business, employeror (iii) request or advise any person which is a customer of Reserve at the Effective Time to withdraw, stockholdercurtail or cancel any such customer's business with Reserve; (c) directly or indirectly employ, co-partner or knowingly permit any company or business directly or indirectly controlled by him, to employ, any person who was employed by Reserve at or within six (6) months prior to the Effective Time, or in any other individual or representative capacity whatsoever manner seek to induce any individuals such person to terminate leave his or her employment; (d) directly or indirectly, at any time following the Effective Time, in any way utilize, disclose, copy, reproduce or retain in his possession any of Reserve's proprietary rights or records, including, but not limited to, any of their employment with customer lists. Employee acknowledges that the Corporation restrictions contained in this Section are reasonable in scope and duration and are necessary to protect Reserve after the Effective Time. 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 circumstance or the Bankvalidity or enforceability or 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 Reserve and upon breach of any provision of this Section, Reserve 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 Reserve may have (including, without limitation, the right to seek monetary damages). Anything in this Agreement to the contrary notwithstanding, the provisions of this Article X shall survive any termination of this Agreement or of Employee's obligations hereunder.

Restrictive Covenants. In order to assure that Nations will realize the benefits of the transactions contemplated hereby, the Company and each of, Oliv▇▇ ▇▇▇▇▇▇▇, ▇▇ch▇▇▇ ▇'▇▇▇▇▇ ▇▇▇ Jame▇ ▇▇▇▇▇▇▇ ▇▇▇ee that he, will not: (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 three (123) months from and after years following the date that Employee is (for any reason) no longer employed by termination of his employment with 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 indirectly, either alone or as a principalpartner, joint venturer, officer, director, employee, consultant, agent, employeeindependent contractor, employeror security holder, stockholderof any company or business, co-partner engage in, or finance, or provide financial assistance with respect to, any business activity in the business of renting, selling, leasing, distributing, servicing or repairing new or used equipment, spare parts and related supplies to industrial, manufacturing, or construction customers (the "Equipment Business") in any other individual county in any state in the United States in which NationsRent, Inc. or representative capacity whatsoever: any of its subsidiaries, successors, or assigns (icollectively, the "Nations Companies") conducts such business at the time such person commences to engage in a Competitive Business anywhere within a fifty such activity; provided, however, that the beneficial ownership of less than five percent (505%) 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 class of securities of any entity 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 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 three (123) months from and after years following the date that Employee is (for any reason) no longer employed by termination of his employment with 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 indirectly, either as (I) induce any customer acquired hereunder or any other customer of the Nations Companies to patronize any business which is directly or indirectly in competition with the Equipment Business conducted by any of the Nations Companies; (ii) canvass, solicit or accept from any Person which is a principalcustomer of the Equipment Business conducted by any of the Nations Companies, agentany such competitive business; or (iii) request or advise any customer of the Equipment Business conducted by any of the Nations Companies to withdraw, employeecurtail or cancel any such customer's business with the Nations Companies or their successors; (c) for a period of three (3) years following the termination of his employment with the Company, employerdirectly or indirectly, stockholderemploy any person who was employed by the Nations Companies, co-partner within six (6) months prior to the date being employed by such Shareholder, or in any other individual or representative capacity whatsoever manner seek to induce any individuals employee of the Nations Companies to terminate their employment with leave his or her employment; and (d) at any time following the Corporation Closing Date, directly or indirectly, in any way utilize, disclose, copy, reproduce or retain in his possession any of the BankCompanies' proprietary rights or records acquired hereunder, including, but not limited to, any customer lists. (e) Notwithstanding the foregoing, the restrictions described above in (a), (b), and (c) shall run, in the case of Oliv▇▇ ▇▇▇▇▇▇▇, ▇▇r a term of five (5) years from Closing. The Company and the Shareholders agree and acknowledge that the restrictions contained in this Section are reasonable in scope and duration, and are necessary to protect the Nations

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 : (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. The parties agree that at the time this Agreement was entered, the business of Employer was the marketing and sale of brand name prescription pharmaceutical products (ahereafter "the business of Employer"). Employee agrees that during the thirty-six (36) During consecutive months immediately following termination of Employee's employment with Employer, regardless of how, when or why that employment ends, Employee will not in any manner or in any capacity, directly or indirectly, for himself/herself or any other person or entity, actually or attempt to do any of the term following: (1) To sell or market, manage or direct the sale or marketing, or indirectly or directly assist any other person in the sale or marketing of the same or similar brand name products as Employee marketed or sold for Employer under this Agreement, on behalf of or for any business that markets or sells any product or product line which is competitive with any product or product line Employer has sold during the most recent twenty-four (24) month period anywhere Employer conducted business. (2) Solicit, contact, divert, interfere with or take away any customer of Employer and/or the Companies that has conducted business or negotiations with Employer or the Companies during the twenty-four (24) months immediately preceding termination of employment. (3) Interfere with any of the suppliers of Employer and/or the Companies, including, without limitation, reducing in any material way the willingness or capability of any supplier to continue supplying Employer and/or the Companies with their present or contemplated requirements. (4) Solicit or interfere with the Employer's and/or the Companies' relationship with any of their employees or agents, or provide the names of any of Employer's and/or the Companies' employees or agents, to any third party. (5) Acquire any interest in any business that markets or sells any product or product line that is competitive with any product or product line Employer sold during the twenty-four (24) months immediately preceding termination of employment, except as permitted in Section 12 below. B. Employee further agrees that (s)he will not engage in any of the activities listed above while employed by Employer. C. Employee acknowledges and agrees that his/her experience, knowledge and capabilities are such that (s)he can obtain employment in unrelated pharmaceutical, chemical, nutritional, food, industrial, household, confectionery or other businesses, and that the enforcement of this paragraph 11 by way of injunction would not prevent Employee from earning a livelihood. Employee further agrees that if (s)he has any question(s) regarding the scope of activities restricted by this Section 11, (s)he will, to avoid confusion or misunderstanding, submit the question(s) in writing to the Director, Human Resources of the Employer for a written response. Employee additionally agrees to promptly inform and keep the Employer advised of the identity of his/her employer (including any unit or division to which Employee is assigned), his/her work location, and his/her title and work responsibilities during the period covered by this Section 11. D. Employee agrees to fully disclose the terms of this Agreement and throughout to any further period that he is an officer person or employee of the Corporationentity by which or with whom (s)he may hereafter become employed or to which (s)he may hereafter render services, and for agrees that Employer may, if desired, send a period copy of twelve (12) months from and after this Agreement, or otherwise make the date that Employee is (for provisions hereof known, to 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 such entity. E. 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 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 twins 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 AgreementSection 11, the term “Competitive Business” means all banking and financial products and services and any other products and services substantially similar to those offered by period of time 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 hereunder apply will be automatically extended for a period of twelve (12) months from and after time equal to the date that length of time 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 Bankbreach.

Restrictive Covenants. (a) During 7.1. In consideration of the benefits and conditions provided to the Executive pursuant to this Agreement, the Executive covenants and agrees that he shall not, without the specific prior written consent of the Chairman of the Board of Directors, 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 following the date that Employee is (for termination of his employment hereof, either on his own behalf or on the behalf of any reason) no longer Third Party, directly or indirectly, solicit the services of, entice away, employ or use the services of any person employed by or otherwise providing services to the Corporation on a full-time or for a period part-time basis, or solicit any customers, clients or suppliers of twelve (12) months the Corporation to transfer business from the Corporation to any Third Party. For the purpose of the present Agreement, customers, clients or suppliers of the Corporation means any customer, client or supplier of the Corporation during the Executive's employment or at the date of entry by a court the termination of competent jurisdiction the Executive Employment. 7.2. In consideration of a final judgment enforcing the benefits and conditions provided to the Executive pursuant to this covenant in Agreement, the event of a breach by Employee, whichever is later, Employee Executive covenants and agrees that he will shall 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 without the specific prior written consent of the principal executive offices Chairman of the Corporation on the date Employee’s employment terminates; or (ii) solicitBoard of Directors, 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 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 following the termination of his employment hereof, both individually or jointly with a Third Party whether as owner, shareholder, creditor, agent, employee, officer, director or in any other capacity, effect any work or perform any service whatsoever in the field of medical, clinical and after information management software, nor act as a consultant, lend monies or guarantee debts or obligations, nor permit that his name or part of his name be used or employed, whether it be for his own personal benefit or for the date that Employee is (for benefit of any reason) no longer employed by Third Party, engaged, concerned or interested in any enterprise which carries on business or pursues activities in the field of medical, clinical or information management software in the territory of Canada and the Unites States. 7.3. In addition and without prejudice to all other rights and remedies available to the Corporation, the Corporation may enforce the compliance and respect of any and all of the provisions of the present Sections 6 and 7 by way of, but not limiting to injunction, and may obtain an injunction in order to enjoin any breach or for a period threaten breach of twelve (12) months from any of the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant provisions thereof. The Executive expressly and specifically acknowledges that in the event of a breach by Employeeof any of the obligations described in Sections 6 or 7, whichever such breach shall cause the Corporation to suffer damages for which an injunction is lateran effective relief. This remedy shall be in addition to and not in limitation of any rights or remedies to which the Corporation is or may be entitled to. 7.4. During the term of this Agreement, Employee covenants and agrees that he will notthe Executive shall promptly disclose to the Chairman of the Board of Directors all information concerning any interest, directly direct or indirectlyindirect, either of the Executive (whether as a principalowner, agentshareholder, partner, vendor or other investor, director, officer, employee, employerconsultant or otherwise) or any member of his immediate family, stockholder, co-partner or in any other individual business which is reasonably known to the Executive to purchase or representative capacity whatsoever induce otherwise obtain services or products from, or to sell or otherwise provide services or product to, any individuals to terminate their employment with person within the Corporation or the BankCorporation.

Restrictive Covenants. (a) During the term of this Agreement period commencing on the Closing Date and throughout any further period that he is an officer or employee ending on the fifth 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 will Seller shall not, directly or indirectly, either as a principalincluding through any Affiliate or other Person controlled by Seller, 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) solicitinduce or encourage any customer or, or assist supplier to, the Company Business to cease doing business with, or to reduce the amount of business that such customer or supplier conducts with, the Company Business; provided, however, that the foregoing shall not prohibit Seller or any other person or business entity in solicitingof its Affiliates from acquiring (and after such acquisition, owning) (i) any depositors or other customers Person, if less than twenty percent (20%) of the Corporation gross revenues and income of such Person (based on such Person’s latest annual audited consolidated financial statements) are related to make deposits in or to become customers of any other financial institution conducting were derived from a Competitive Business. As used , (ii) securities representing less than five percent (5%) of the outstanding voting power of any Person held as a passive investment, or (iii) any equity interest 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 Person through any employee benefit plan of Control occursSeller or any of its Affiliates. (b) During the term of this Agreement period commencing on the Closing Date and throughout any further period that he is an officer or employee ending on the second 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 will Seller shall not, directly or indirectly, either including through any Affiliate or other Person controlled by Seller, (i) solicit for employment (whether as a principal, agent, an employee, employerconsultant or otherwise), stockholderor offer to hire any Company Employee, co-partner or in (ii) encourage any other individual or representative capacity whatsoever induce any individuals Company Employee to terminate their his or her employment with the Corporation Company Business, or (iii) hire, engage or enter into any employment or consulting agreement or arrangement with, any senior management level Company Employee; provided, however, that the Bankforegoing shall not prohibit (x) general employment solicitations through advertising, a professional recruiter or an electronic listing which is not targeted at Company Employees, (y) hiring any person other than a senior management level Company Employee who responds to a solicitation permitted under the foregoing clause (x) or (z) any action described in clauses (i) and (iii) above with respect to (A) any person whose employment has been terminated by an Acquired Company prior to such action being taken, (B) any person who has resigned as an employee of an Acquired Company under circumstances that would customarily constitute resignation for good reason or constructive termination, or (C) any other person who resigned as an employee of an Acquired Company at least six (6) months prior to such action being taken. (c) The parties mutually agree that this Section 6.23 is reasonable and necessary to protect and preserve Purchaser’s legitimate business interests and the value of the goodwill in the Company Business being acquired by Purchaser hereunder. (d) If a court or tribunal of competent jurisdiction determines that any term or provision contained in this Section 6.23 is invalid or unenforceable under applicable Law, then the parties agree that the court or tribunal will have the power (but without affecting the right of Purchaser to enforce this Section 6.23 in any jurisdiction other than such court’s or tribunal’s jurisdiction) to reduce the scope, duration or geographic area of the term or provision, to delete specific words or phrases or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision. To the extent they may effectively do so under applicable Law, Purchaser and Seller hereby waive on behalf of itself and on behalf of its successors, any provision of Law which renders any provision of this Section 6.23 invalid, void or unenforceable in any respect. (e) Seller acknowledges and agrees that monetary damages or other remedies at law for any breach of the requirements of this Section 6.23 would be inadequate, and agrees and consents that, without intending to limit any additional remedies that may be available, temporary and permanent injunctive and other equitable relief may be granted without proof of actual damage or inadequacy of legal remedy, in any proceeding which may be brought to enforce any of the provisions of this Section 6.23..

Restrictive Covenants. (a) During the term of this Agreement and throughout any further period Employee agrees that he is an officer or employee of the Corporationduring his employment, 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 laterone year thereafter, Employee covenants and agrees that he will not, without the written consent of the Employer, engage, directly or indirectly, either as a principal, agent, proprietor, director, officer, or employee, employeror participate in the ownership, stockholdermanagement, co-partner operation or control of any business competitive with the business conducted by the Employer at the date of termination of this Agreement. Nothing contained in the foregoing shall prevent the Employee from purchasing securities of any corporation whose securities are regularly traded on any national securities exchange, or in the over-the-counter market; provided that such purchases shall not result in the Employee owing, directly or indirectly, at any time, ten percent (10%) or more of the voting securities of any corporation engaged in any business competitive to that carried on by Employer at the termination of this Agreement. Any other individual or representative capacity whatsoever: (iprovisions hereof notwithstanding, this Section 13(a) engage shall not apply in the event that Employee terminates this Agreement in a Competitive Business anywhere within a fifty (50bona fide good faith exercise of his rights under Section 8(b) mile radius of the principal executive offices of the Corporation on the date Employee’s employment terminates; or (ii) solicithereof, or assist if Employee's employment is terminated by Employer for any reason other person than a termination by Employer for cause or business entity in soliciting, any depositors or other customers intentional misconduct 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 Employee agrees that he will not, 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 two years thereafter, directly or indirectly, individually or on behalf of other persons, aid or endeavor to solicit or induce (12i) months from and after then remaining employees of the date that Employee is Employer or its affiliates, or agents or coordinators, to leave their employment or independent contractor positions to accept employment or positions with another person or entity, or (for any reasonii) no longer employed then customers of the Employer to purchase products or services then sold or provided by the Corporation Employer from another person or for a period of twelve entity. (12c) 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 during the term of this Agreement, or indirectlyat any time thereafter, either as disclose to any unauthorized person, firm or corporation, any trade secrets or other confidential business information of the Employer or its affiliates. The Employee acknowledges and agrees that trade secrets and other confidential information constitute the Employer's sole and exclusive property. For purposes of this section, the term "confidential information" refers to any information that is not generally known to persons engaged in a principalbusiness similar to that conducted or contemplated by the Employer and includes, agentwithout limitation: customer lists, employeesales agent lists, employercoordinator lists, stockholderresearch and development data, co-partner financial records, operational manuals, software programs used in the Employer's business, and any business plans. The term "confidential information," however, shall not include information (i) which is or becomes readily available in public records or documents through a source not attributable to Employee; (ii) which can be shown by Employee, by written documentation, to have been known by him prior to its disclosure to him by Employer; or (iii) which Employee is required to disclose under applicable laws or regulations or in connection with judicial or administrative proceedings, provided that to the extent possible Employee shall notify Employer if compelled to disclose confidential information, prior to its disclosure, so as to permit Employer an opportunity to seek a protective order or other appropriate relief it deems prudent. Employee will return all documents and other tangible evidence related to the Employer's trade secrets and any other individual or representative capacity whatsoever induce any individuals to terminate their confidential information on termination of the Employee's employment with or without cause. No breach or alleged breach of this Agreement by the Corporation or Employer shall alter the Bankobligations of the Employee set forth in this paragraph 13(c).

Restrictive Covenants. (a) During In consideration of the term of Partnership entering into this Agreement and throughout any further period that he is an officer or employee of the Corporationwith each Management Limited Partner, 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 each Management Limited Partner hereby covenants and agrees that effective as of the date he will notor she first receives Limited Partnership Units, directly or indirectly, either as a principal, agent, employee, employer, stockholder, co-partner or in any other individual or representative capacity whatsoever: to: (i) engage abide by any restrictive covenant relating to competition and/or solicitation of employees contained in (A) any employment agreement between the Management Limited Partner and the Company or any of its Affiliates, if applicable, or (B) if the applicable Management Limited Partner is not party to an employment agreement with the Company or any of its Affiliates, the non-competition agreement between such Management Limited Partner and the Company or any of its Affiliates (each such agreement, 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“Non-Competition Agreement”); or and (ii) solicitat any time during or after the Management Limited Partner’s employment with the Company or its Affiliates, disparage or assist make any other person public statement concerning the Partnership, Acquiror, the Company, the KKR Group or business entity any of their Affiliates (except in soliciting, any depositors or other customers the ordinary course 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 EmployeeManagement Limited Partner’s employment terminates. Employee’s obligations under this Section 7(a) shall terminate on or service with the date a Change of Control occursCompany or its Affiliates). (b) During In the term event that the Management Limited Partner breaches any of the provisions of this Section 16.11 or of Section 3.4 prior to the first anniversary (or such earlier or later date as set forth in a Non-Competition Agreement and throughout any further period that he is an officer (solely with respect to a non-competition or employee non-solicitation covenant, as applicable), Management Unit Subscription Agreement (if applicable) or Class B Profits Interest Unit Award Agreement) of the Corporationtermination of the Management Limited Partner’s termination employment with the Company (or, if applicable, any of its Subsidiaries or Affiliates), the Limited Partner’s Class A-2 Units and Class B Profit Interest Units shall be treated in the same manner as if the Management Limited Partner’s employment had been terminated for a period Cause (in accordance with Section 4.8(c)), the Management Limited Partner shall be required to re-pay any amounts in excess of twelve (12) months from and after the date that Employee is (for any reason) no longer employed Bad Leaver Repurchase Price actually paid to him or her by the Corporation Partnership in connection with any repurchase or for redemption pursuant to Section 4.7 or 4.8 of any Class A-2 Units or Vested Class B Profits Interest Units held by such Management Limited Partner and any unvested Class B Profits Interest Units shall be forfeited. In addition to the foregoing, the General Partner shall have the right, in its sole discretion, to subject any Class B Profits Interest Units (whether vested or unvested) to a period payment freeze or suspension (including a payment freeze or suspension that applies only after such Class B Profits Interest Unit has received an amount of twelve (12Distributions to be determined by the General Partner in its sole discretion) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event that the Management Limited Partner breaches any of the provisions of this Section 16.11 or Section 3.4 as set forth in the first sentence of this Section 16.11(b) above. All of the foregoing remedies set forth in this Section 16.11(b) shall be the Partnership’s sole remedy for a breach by Employeeof this Section 16.11, whichever is later, Employee covenants and agrees provided that he will not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, co-partner or in this Section 16.11 shall not operate to limit any other individual the remedies of the Company or representative capacity whatsoever induce any individuals to terminate their employment with the Corporation or the Bankof its Affiliates may have pursuant any Non-Competition Agreement.

Restrictive Covenants. (a) During In consideration of the term payments to be made by the Purchaser pursuant to Section 3 above and as an inducement and condition for the Purchaser to enter into this Agreement, the Seller and the Shareholders have agreed to provide herein restrictive covenants as follows: The Seller and the Shareholders agree that they will not, for a minimum period of this Agreement and throughout any further period that three (3) years from the Closing Date and, in addition, for each Shareholder, for so long thereafter as he is employed by the Purchaser(or any affiliate) including the initial term and any renewal term pursuant to his Employment Agreement with Purchaser referred to in Section 7(c) herein, directly or indirectly, for their account or on behalf of any other party or as an employer, employee, consultant, manager, licensor, licensee, franchisor, franchisee, sales representative, agent, broker, contractor, stockholder, director or officer of a corporation, member or manager of a limited liability company, investor, owner, lender, partner, joint venturer or otherwise: (i) Engage in or be interested in any aspect of any business competitive with the business of Purchaser, Aris, ECI, or their subsidiaries and affiliates (collectively, the "Aris Group"), including without limitation, the mens' and boys' sportswear, outerwear, activewear and loungewear apparel businesses, any other apparel product lines or apparel business lines sold, merchandised, marketed or distributed by the Aris Group, and any other product or business lines which are licensed by or to the Aris Group. (ii) Directly or indirectly for their own account or the benefit of others solicit, hire or retain any employee, sales representative, agent, consultant or contractor of the Aris Group, persuade or entice any employee of the CorporationAris Group to leave the employ of the Aris Group, or persuade or entice any sales representative, agent, consultant or contractor to discontinue their relationship with the Aris Group (the restriction set forth in this clause (ii) as to employees and sales representatives and as to the sourcing agents set forth on Schedule 6.1 and as to any contractors of the Aris Group primarily making outerwear shall continue for a an additional period of one(1) year following the termination of employment of a Shareholder). (iii) Disclose or furnish to anyone the names, addresses and requirements of any of the customers, suppliers, vendors, product sources, contractors, representatives, distributors, licensors or licensees or of the Aris Group. (iv) Molest or interfere with the goodwill and relationship with any of the customers, suppliers, vendors, product sources, contractors, representatives, distributors, licensors or licensees of the Aris Group. (v) Persuade, induce or solicit any of the customers of the Aris Group to purchase products or services from anyone other than the Aris Group; (vi) Bid, propose, compete for, enter into, purchase, acquire, obtain an assignment or sublicense of, or perform, in any capacity, any trademark, copyright, patent or other proprietary rights license, franchise or contract for the manufacture, marketing, merchandising, sale or distribution of products or services in competition with the Aris Group (including without limitation, any of the product or business lines referred to in clause(i) above), or interfere with the goodwill and relationship of the Aris Group with the licensors or licensees for which the Aris Group obtains or grants trademark licenses (the restriction set forth in this clause (vi) as to trademark, copyright, patent or other proprietary rights licenses and franchises shall continue for an additional period of three (3) years following the termination of employment of a Shareholder, with respect to any trademarks utilized by the Aris Group during such Shareholder's employment with the Aris Group); or (vii) register, apply for, purchase, acquire, obtain an assignment or sublicense of, or utilize any trademark, brand name, style name, logo, label, copyright, patent or other proprietary right for any product, service or business line in competition with the Aris Group (including without limitation, any of the product or business lines referred to in clause (i) above). Recognizing that the business of the Aris Group and the sale and distribution of its products and the licensing of its trademarks and proprietary rights is conducted on a worldwide basis, the territory of the restrictive covenants set forth above shall be throughout the world. As to each Shareholder, all of the restrictive covenants set forth in Sections 6(a)(i) through 6(a)(vii) set forth above shall continue for an additional period of one(1) year following the termination of employment of such Shareholder if Purchaser, in its sole discretion, elects by written notice within ten (10) days of such termination, to agree to pay to such Shareholder an amount equal to his "Base Salary" under his Employment Agreement at the rate in effect prior to such termination in twelve (12) months equal monthly installments during such additional one(1) year period. The restrictive covenant period shall be extended for any time during which the restrictive covenant set forth in this Section 6 has been violated. The Shareholders acknowledge that the restrictive covenant set forth in this Section 6 was a required condition of employment of which they are aware prior to commencement of employment with Purchaser. During the restrictive covenant period of this Section 6, Seller, Shareholders, and DAC shall be prohibited from owning, directly or indirectly, any interests in, or being affiliated with, any business entity or organization which is engaged in activities restricted by this Section 6 and the restrictive covenants set forth in this Section 6 shall also apply to DEL and DAC. The restrictive covenants set forth in this Section 6 shall not preclude Shareholders from owning in the aggregate a passive investment of not more than one (1%) percent of the outstanding publicly traded shares of any company whose shares are publicly traded on a national or foreign securities exchange, the NASDAQ system, or over-the-counter, provided that none of them exercise any control or influence over the management of such company and do not serve as officers, directors, employees, consultants or contractors thereof. (b) The Seller, DAC and the Shareholders acknowledge that the success of the Aris Group (including, after the date Closing, the Davco Apparel Business) is dependent on their relationships with customers, suppliers, vendors, product sources, contractors, licensors and licensees, as well as the development of innovative and proprietary product designs, styles, marketing and distribution programs and business plans, and related cost, pricing, sales and distribution information as well as their lists and files of such customers, suppliers, vendors, product sources, contractors, licensors and licensees and their requirements, and that Employee it is (imperative that these be maintained in strict confidence. Accordingly, in consideration of the payments to be made by the Purchaser pursuant to Section 3 above and as an inducement and condition for the Purchaser to enter into this Agreement, Seller, DAC and the Shareholders shall keep and maintain in strict confidence, not utilize or copy for any reasonpurpose other than in furtherance of the Purchaser's business, and not transfer, divulge or disclose to any third party other than in furtherance of the Purchaser's business, all technical and business information of the Aris Group (including the Davco Apparel Business), including, without limitation, business and marketing plans, opportunities, programs, channels of distribution, agreements, know-how, trade secrets, inventions, software, books, records, forms and manuals, pricing policies, sales and product records, all files, information, lists and documents relating to the Aris Group's customers, vendors, suppliers, product sources and subcontractors and their requirements, and financial and cost information, budgets and projections, information relating to trademark licenses (and bids and proposals therefor) no longer employed and terms, conditions and pricing thereof, and product designs, developments, programs, styles, drawings, artwork, graphics, prototypes, mockups, models, including any of the foregoing information stored on a computer system or disk. All of the foregoing are hereby agreed to be the valuable and confidential trade secrets of the Aris Group and subject to the restrictions of this Agreement, whether or not otherwise protectable by patents, copyrights or trademarks. The foregoing confidentiality restrictions shall be in addition to, and not in limitation of, confidentiality requirements set forth in the Corporation employment agreements which Shareholders shall enter into with Purchaser on the Closing Date. In the event that an order or for a period of twelve (12) months from the date of entry subpoena issued by a court of competent jurisdiction requires the Seller or the Shareholders to disclose any of a final judgment enforcing this covenant the foregoing, they shall be permitted to comply with such order, but shall consult with Purchaser in advance so as to enable the Purchaser to attempt to narrow the scope of such disclosure and/or to challenge the order of disclosure. (c) At the Closing, all materials and documentation referred to in Section 6(b) above relating to the Davco Apparel Business, which may be in the possession of the Seller, DAC, the Shareholders or their affiliates shall be delivered to the Purchaser. (d) In addition to any and all other remedies available at law or equity, in the event of a breach by Employeethat the Seller, 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) solicitDAC, or assist the Shareholders shall breach 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 covenant in this AgreementSection 6, the term “Competitive Business” means Seller, DAC and the Shareholders acknowledge and agree that damages would be difficult to ascertain and Purchaser and the Aris Group shall be entitled, in addition to any and all banking and financial products and services and any other products and services substantially similar remedies, 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 injunction issued by a court of competent jurisdiction restraining the aforesaid violations of a final judgment enforcing this covenant in the event of a breach by EmployeeSeller, 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 DAC or the BankShareholders, without the necessity of posting a bond or proving special damages. (e) The provisions of this Section 6 shall apply with respect to the Purchaser, Aris, ECI and all subsidiary, affiliate and parent corporations and franchisees or licensees thereof.

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. (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. 29.1 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 29 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. 29.2 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: 29.2.1 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; 29.2.2 for a period of twelve (12) months after the termination of the Employment solicit or canvass the custom of any Potential Customer; 29.2.3 for a period of twelve months after the termination of the Employment deal with any Customer; 29.2.4 for a period of twelve months after the termination of the Employment deal with any Potential Customer; 29.2.5 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 29.2.6 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. 29.3 Subject at all times to clause 20.2, 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: 29.3.1 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 29.3.2 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. 29.4 The periods for which the restrictions in clauses 29.2 and 29.3 apply shall be reduced by any period that the Executive spends on Garden Leave immediately before the termination of the principal executive offices Employment. 29.5 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. 29.6 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. 29.7 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 29. 29.8 The Executive must disclose the restrictions set out in this clause 29 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 29.2 and 29.3, 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 29. 29.9 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. The parties agree that at the time this Agreement was entered, the business of Employer was the marketing and sale of brand name prescription pharmaceutical products (ahereafter "the business of Employer"). Employee agrees that during the thirty-six (36) During consecutive months immediately following termination of Employee's employment with Employer, regardless of how, when or why that employment ends, Employee will not in any manner or in any capacity, directly or indirectly, for himself/herself or any other person or entity, actually or attempt to do any of the term following: 1. To sell or market, manage or direct the sale or marketing, or indirectly or directly assist any other person in the sale or marketing of the same or similar brand name products as Employee marketed or sold for Employer under this Agreement, on behalf of or for any business that markets or sells any product or product line which is competitive with any product or product line Employer has sold during the most recent twenty-four (24) month period anywhere Employer conducted business. 2. Solicit, contact, divert, interfere with or take away any customer of Employer and/or the Companies that has conducted business or negotiations with Employer or the Companies during the twenty-four (24) months immediately preceding termination of employment. 3. Interfere with any of the suppliers of Employer and/or the Companies, including, without limitation, reducing in any material way the willingness or capability of any supplier to continue supplying Employer and/or the Companies with their present or contemplated requirements. 4. Solicit or interfere with the Employer's and/or the Companies' relationship with any of their employees or agents, or provide the names of any of Employer's and/or the Companies' employees or agents, to any third party. 5. Acquire any interest in any business that markets or sells any product or product line that is competitive with any product or product line Employer sold during the twenty-four (24) months immediately preceding termination of employment, except as permitted in Section 12 below. B. Employee further agrees that (s)he will not engage in any of the activities listed above while employed by Employer. C. Employee acknowledges and agrees that his/her experience, knowledge and capabilities are such that (s)he can obtain employment in unrelated pharmaceutical, chemical, nutritional, food, industrial, household, confectionery or other businesses, and that the enforcement of this paragraph 11 by way of injunction would not prevent Employee from earning a livelihood. Employee further agrees that if (s)he has any question(s) regarding the scope of activities restricted by this Section 11, (s)he will, to avoid confusion or misunderstanding, submit the question(s) in writing to the Director, Human Resources of the Employer for a written response. Employee additionally agrees to promptly inform and keep the Employer advised of the identity of his/her employer (including any unit or division to which Employee is assigned), his/her work location, and his/her title and work responsibilities during the period covered by this Section 11. D. Employee agrees to fully disclose the terms of this Agreement and throughout to any further period that he is an officer person or employee of the Corporationentity by which or with whom (s)he may hereafter become employed or to which (s)he may hereafter render services, and for agrees that Employer may, if desired, send a period copy of twelve (12) months from and after this Agreement, or otherwise make the date that Employee is (for provisions hereof known, to 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 such entity. E. 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 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 terms 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 AgreementSection 11, the term “Competitive Business” means all banking and financial products and services and any other products and services substantially similar to those offered by period of time 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 hereunder apply will be automatically extended for a period of twelve (12) months from and after time equal to the date that length of time 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 Bankbreach.

Restrictive Covenants. (a) During Executive agrees that on and after the term of this Agreement and throughout any further period that he is an officer or employee of the CorporationCommencement Date, and for a period of twelve (12) months from 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 the immediately preceding twelve (12) month period, an employee of the Company 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 date that Employee is (for any reason) no longer employed by the Corporation or Commencement Date, for a period of twelve (12) months from the date after termination 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, 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 enterprise actively engaged in any other individual or representative capacity whatsoever: a business (i) engage in from which the consolidated Company (the Company and its subsidiaries), taken as a Competitive Business anywhere within 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 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. (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. (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 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: General Counsel Energy Future Holdings Corp. ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, 41st Floor Dallas, Texas 75201 (▇▇▇) ▇▇▇-▇▇▇▇ (facsimile); (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 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 defense 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. (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 5(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 5(a) above) and the noncompetition obligations set forth in Section 5(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 : (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. The Executive acknowledges that (ai) During the term services performed by the Executive while employed by the Company were of a special, unique, unusual, extraordinary, and intellectual character, (ii) the provisions of this Agreement Section 10 are reasonable and throughout any further period that he is an officer or employee necessary to protect the Company’s business, goodwill and Confidential Information; and (iii) the provisions of the Corporationthis Section 10 shall be in addition to, and not in lieu of, the provisions in the Executive’s Non-Competition Agreement. The Executive therefore agrees that for a period of twelve (12) months from and one year after the date that Employee is (for any reason) no longer employed by Separation Date: a. 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 other individual or representative capacity whatsoever: (i) business entity, 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 to engage 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 activity 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 field of a breach by Employeemanufacturing or developing blood processing equipment or disposables, whichever is lateror developing information technology for application in the blood collection or blood processing fields, Employee covenants and agrees that he anywhere in the United States or anywhere else in the world where the Company does business or planned to do business during the Executive’s employment; b. the 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, 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 or consultant to the Company, other than any person who ceased to be employed or engaged by the Company for a period of at least twelve (12) months; and d. During the one year period following the Separation Date, Executive will give notice to the Company of each new business activity Executive plans to undertake, at least (10) business days after beginning any such activity. The notice shall state the name and address of the person, corporation, association or other entity or organization (each, an “Entity”) for whom such activity is undertaken and the nature of Executive’s business relationship or position with the Entity. Executive further agrees to provide the Company with other pertinent information concerning such business activity as the Company may reasonably request in order to determine Executive’s continued compliance with his obligations under this Agreement. Executive consents to notification by the Company to the Executive’s new employer or its agents regarding the Executive’s rights and obligations under this Agreement or any other agreement or understanding with the Company; and e. the Executive will not, directly or indirectly, assist any person or entity in performing any activity prohibited by Sections 10a., 10b., or 10c.

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).

Restrictive Covenants. (a) During Executive agrees that on and after the term of this Agreement and throughout any further period that he is an officer or employee of the CorporationCommencement Date, and for a period of twelve (12) months from 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 the immediately preceding twelve (12) month period, an employee of the Company or otherwise seek to adversely influence or alter such person’s relationship with the Company (without written consent of the Board); or (ii) solicit 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 date that Employee is (for any reason) no longer employed by the Corporation or Commencement Date, for a period of twelve (12) months from the date after termination 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, 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, stockholder, co-partner any business or in any other individual or representative capacity whatsoever: (i) engage enterprise engaged in a Competitive Business anywhere geographic area within a fifty twenty-five (5025) mile radius miles of any location from which the principal executive offices Company or any of the Corporation its subsidiaries is operating on the date Employee’s employment terminates; or of such termination (ii) solicitthe “Geographic Area”), or assist in any other person or business entity in soliciting, any depositors or other customers of that is competitive to a business from which 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 Company and any other products and services substantially similar to those offered by of its subsidiaries, taken as a whole, derived at least ten percent of its respective annual gross revenues for 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 preceding the date of entry 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 court class of competent jurisdiction securities registered pursuant to the Securities Exchange Act of 1934, provided that such ownership represents a final judgment enforcing this covenant passive investment and that neither Executive nor any group of persons including Executive in the event of a breach by Employeeany way, whichever is later, 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, agentor seeks to do any of the foregoing. (c) Executive acknowledges that the restrictions contained in paragraph (a) are reasonable and necessary to protect the legitimate interests of the Company and its subsidiaries and affiliates, employeeand 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 paragraph (a) 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, employerwithout the necessity of proving actual damages, stockholderwhich 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) should ever be adjudicated to exceed the time, co-partner 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 individual or representative capacity whatsoever induce any individuals to terminate their employment with the Corporation or the Banklimitations permitted by applicable law.

Restrictive Covenants. In order to assure that Purchaser will realize the benefits of the transactions contemplated hereby, each Member and the Company agrees that he, she or it will not: (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 five (125) months from and after years beginning on the date that Employee is Closing Date (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“Noncompete Period”), directly or indirectly, either alone or as a principalshareholder, member, partner, joint venturer, officer, director, employee, consultant, agent, employeeindependent contractor, employerlender or security holder, stockholderof any company or business, co-partner or in any other individual or representative capacity whatsoever: (i) engage in a Competitive Business anywhere within a fifty the business of selling brand name baby, toddler, kids, maternity or home furnishing products (50the “Baby Products Business”) mile radius in the United States of America (the principal executive offices “Territory”); provided, however, that the beneficial ownership of the Corporation on the date Employee’s employment terminates; or less than three percent (ii3%) 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 class of securities of any entity having 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 class of equity securities actively traded 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 occursnational securities exchange or over-the-counter market is permitted. (b) During 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 notNoncompete Period, directly or indirectly, either (i) induce any customer acquired hereunder or any other customer of Parent or any of its subsidiaries (including Purchaser), successors, or assigns (as used in this Section 5.9, the “Purchaser Companies”)to patronize any business which is directly or indirectly in competition with the Baby Products Business conducted by any of the Purchaser Companies within the Territory; (ii) canvass, solicit or accept from any Person which is a principalcustomer of the Baby Products Business conducted by any of the Purchaser Companies, agentany such competitive business within the Territory; or (iii) request or advise any customer of the Baby Products Business conducted by any of the Purchaser Companies within the Territory to withdraw, employeecurtail or cancel any such customer’s business with the Purchaser Companies or their successors within the Territory; (c) during the Noncompete Period, employerdirectly or indirectly, stockholderemploy any person who was employed by the Purchaser Companies, co-partner or in any other individual or representative capacity whatsoever manner seek to induce any individuals employee of the Purchaser Companies to terminate leave his or her employment without the prior written consent of Purchaser, which consent shall not be unreasonably withheld; and (d) at any time following the Closing Date, directly or indirectly, in any way utilize, disclose, copy, reproduce or retain in their employment with possession any of the Corporation Purchaser Companies’ proprietary rights or records acquired hereunder, including, but not limited to, any customer lists. The Members and the Company agree and acknowledge that the restrictions contained in this Section 5.9 are reasonable in scope and duration, and are necessary to protect the Purchaser Companies. If any provision of this Section 5.9 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 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 Members and the Company agree and acknowledge that any breach of this Section will cause irreparable injury to the Purchaser Companies and upon any breach or threatened breach of any provision of this Section 5.9, the Purchaser Companies shall be entitled to injunctive relief, specific performance or other equitable relief, without the necessity of posting bond; provided, however, that this shall in no way limit any other remedies which the Purchaser Companies may have as a result of such breach, including the right to seek monetary damages. The parties hereto agree that Purchaser may assign, without limitation, the foregoing restrictive covenants to any successor to Purchaser’s Baby Products Business.

Restrictive Covenants. (a) During Each Shareholder covenants that for 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 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 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 his name to be used in connection with, stockholderany business or enterprise engaged directly or indirectly in competition with the business conducted by the Buyer at any time during such period within any portion of the United States or Western Europe in the direct marketing business which includes inbound and outbound telemarketing, cofulfillment, direct mail and customer retention (the "Restricted Business"). It is recognized by the Buyer and each Shareholder that the Restricted Business is and is expected to continue to be conducted throughout the United States and Western Europe and that more narrow geographical limitations of any nature on this non-partner or competition covenant (and the non-solicitation covenant set forth in any other individual or representative capacity whatsoever: Section 8.7(b)) are therefore not appropriate. The foregoing restriction shall not be construed to prohibit (i) engage the ownership by a Shareholder as a passive investment of not more than five percent (5%) of any class of securities of any corporation which is engaged in a Competitive Business anywhere within a fifty (50) mile radius any of the principal executive offices foregoing businesses having a class of securities registered pursuant to Section 12 of the Corporation on the date Employee’s employment terminates; Securities Exchange Act of 1934, as amended, or (ii) solicitteaching, or assist any other person or business entity in soliciting, any depositors the authorship of articles or other customers scholarly works or the delivery 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 speeches 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 occurseither Shareholder. (b) During Each Shareholder further covenants that for 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 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 will not, either directly or indirectly, either (i) call on or solicit any Person who or which within the past two years has been a customer with respect to the Restricted Business with respect to the activities prohibited by Section 8.7(a) or (ii) solicit the employment of any person who is employed by the Buyer during such period on a full or part-time basis. (c) Each Shareholder recognizes and acknowledges that by reason of his ownership of and employment by the Companies she has had access to Confidential Information relating to the Restricted Business. Each Shareholder acknowledges that such Confidential Information is a valuable and unique asset and covenants that he will not disclose any such Confidential Information after the Closing Date to any person for any reason whatsoever, unless such information (a) is in the public domain through no wrongful act of such Shareholder, (b) has been rightfully received from a third party without restriction and without breach of this Agreement or (c) except as a principalmay be required by law. (d) Each Shareholder acknowledges that the restrictions contained in this Section 8.7 are reasonable and necessary to protect the legitimate interests of the Buyer, agentand that any violation will result in irreparable injury to the Buyer. (e) Each Shareholder agrees that the Buyer shall be entitled to preliminary and permanent injunctive relief, employeewithout the necessity of proving actual damages, employeras well as an equitable accounting of all earnings, stockholderprofits and other benefits arising from any violation of this Section 8.7, co-partner which rights shall be cumulative and in addition to any other rights or remedies to which the Buyer may be entitled. In the event that any of the provisions of this Section 8.7 should ever be adjudicated to exceed the time, geographic, product or 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, product or service, or other individual limitations permitted by applicable law. (f) The covenants set forth in this Section 8 shall be in addition to and not in limitation of any similar covenants set forth in any employment agreement between the Buyer or representative capacity whatsoever induce any individuals to terminate their employment with the Corporation or the Bankof its Affiliates and either Shareholder.

Restrictive Covenants. In order to assure that AVS will realize the benefits of the transactions contemplated hereby, each of the Company and the Shareholders jointly and severally agrees with AVS that he, she or it, as the case may be, will not: (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 later of twelve (12) months five years from the date Closing Date or three years following the 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 Shareholders' employment with AVS and agrees that he will notits affiliates, directly or indirectly, either alone or as a principalpartner, joint venturer, officer, director, member, employee, consultant, agent, employeeindependent contractor or shareholder of, employeror lender to, stockholderany company or business, co-partner or engage in any other individual business in the aerospace industry in direct competition with the business of AVS, as such business now exists or representative capacity whatsoever: as it may exist at the time of termination, anywhere in the United States; provided, however, that, the beneficial ownership of less than five percent (i5%) engage in a Competitive Business anywhere within a fifty (50) mile radius 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 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 the later of five years from the Closing Date or three years following the termination of the Shareholders' employment with AVS and its affiliates, directly or indirectly (12i) months from and after induce any Person which is a customer of the date that Employee is (for Company, AVS or any reason) no longer employed Affiliate of the Company or AVS to patronize any business in the aerospace industry directly or indirectly in competition with business conducted by the Corporation Company, AVS or any Affiliate of the Company or AVS; (ii) canvass, solicit or accept from any Person which is a customer of the Company, AVS or any Affiliate of the Company or AVS, any such competitive business; or (iii) request or advise any Person which is a customer or supplier of the Company, AVS or any Affiliate of the Company or AVS, to withdraw, curtail or cancel any such customer's or supplier's business with the Company, AVS or any Affiliate of the Company or AVS, or its or their successors; (c) for a period of twelve (12) months the later of five years from the date Closing Date or three years following the termination of entry the Shareholders' employment with AVS and its affiliates, directly or indirectly employ, or knowingly permit any company or business directly or indirectly controlled by a court him, to employ, any person who was employed by the Company, AVS or any Affiliate of competent jurisdiction of a final judgment enforcing this covenant the Company or AVS at or within the prior six months, or in any manner seek to induce any such person to leave his or her employment; (d) at any time following the event of a breach by Employee, whichever is later, Employee covenants and agrees that he will notClosing Date, directly or indirectly, either as a principal, agent, employee, employer, stockholder, co-partner or in any way outside of his employment with, or consulting services for, the Company or AVS or any Affiliate of the Company or AVS utilize, disclose, copy, reproduce or retain in his possession any of the Company's proprietary rights or records, including, but not limited to, any of its customer lists. The Company and the Shareholders agree and acknowledge that the restrictions contained in this Section 7.9 are reasonable in scope and duration and are necessary to protect AVS after the Closing Date. If any provision of this Section 7.9 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 7.9 will cause irreparable damage to the AVS Companies and upon breach of any provision of this Section 7.9, the AVS Companies 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 the AVS Companies may have (including, without limitation, the right to seek monetary damages).

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. (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 Without the term prior written consent of this Agreement Buyer, each Employee Seller, covenants and throughout any further period that he is an officer or employee of the Corporationagrees on his own behalf not to, and for a shall procure that its Affiliates will not, directly or indirectly prepare, launch, establish, engage in, conduct, assist or have any active interest in, own any assets or shares in corporation or entity, which is engaged in business or activity that competes with the Business. Competing activity includes participating directly or indirectly in such activities as board member (including deputy membership), financier, advisor, service provider or employee. The applicable restrictive period of twelve (12) months from and after the date that Employee is (for i) with respect to the Management Sellers, 36 months; (ii) with respect to other Key Employees, 24 months; and (iii) with respect to any reason) no longer employed by the Corporation or for a period of other Employee Seller, twelve (12) months from the date Closing Date. (b) Section 9.4(a) does not prevent an Employee Seller from: (i) investing in any publicly listed entity or in any equity or financial instruments of entry by a court such entity, provided that such investments do not exceed five percent (5%) of competent jurisdiction the outstanding shares of a final judgment enforcing this covenant the relevant entity; or (ii) holding any of the investments such Employee Seller has made prior the Closing Date or holding any of the positions they hold on the Closing Date, in each case as set out in Schedule 9.4(b), provided that the event target entities of a breach by Employeesuch investments or the entities where the relevant Employee Seller holds such positions do not become competing in accordance with Section 9.4(a). (c) Without the written consent of Buyer, whichever is latereach Seller, Employee covenants and agrees not to, and shall procure that he its Affiliates will not, directly or indirectlyindirectly employ or solicit the employment or service of any employee or director of the Company, either as a principal, agent, employee, employer, stockholder, co-partner or in take any other individual measures to entice any of the employees or representative capacity whatsoever: directors of the Company away from the employment or service of the Company, provided that nothing herein restricts or precludes the employment of any person (i) engage resulting from non-targeted hiring practices in a Competitive Business anywhere within a fifty (50) mile radius the ordinary course of the principal executive offices of the Corporation on the date Employee’s employment terminatesbusiness; or (ii) solicitwhose employment or service has been terminated by the Company at least six months prior to the commencement of employment discussions between the relevant Seller and such employee, or assist (iii) if such person approaches any other person or business entity in solicitingSeller on an unsolicited basis. The applicable restrictive period is 36 months from Closing Date. For purposes of this Section 9.4(c), any depositors portfolio or other customers investee companies, in which the relevant Seller does not own the majority of the Corporation outstanding shares and votes, of Sellers that are private equity or venture funds shall not be deemed to make deposits in constate “Affiliates” of such Seller (it being understood that representatives of such fund may not take steps to actively encourage or to become customers advance solicitation activities 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 restricted individuals 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 portfolio or investee companies). (bd) During Without the term written consent of this Agreement Buyer, each Seller, covenants and throughout any further period that he is an officer or employee of the Corporationagrees not to, and shall procure that its Affiliates will not, at any time after the Closing Date in the course of any business (for the avoidance of doubt, other than in the course of, or in relation to, or referencing to, the Business) use the words “REDECOR” or “Reworks” or any other trade, business or domain name, trademark or logo previously used in the Business by the Company. (e) Each relevant Seller gives the undertakings in this Section 9.4 on its own behalf, and no Seller can be held liable for a period breach of another Seller. (f) If a Management Seller or Key Employee (or any of its Affiliates) breaches the non-competition obligation in Section 9.4(a) above, such breaching Employee Seller shall pay to Buyer as liquidated damages (i) in case of a Management Seller, USD 1,000,000; and (ii) in case of a Key Employee (other than Management Seller) a USD amount corresponding to twelve (12) months from times the Key Employee’s Gross Salary, for each breach. If any such liquidated damages referred to above have become payable, and the relevant Employee Seller has not ceased the competing activities within a 30-day period thereafter, the breaching Employee Seller shall be required to pay (i) in case of a Management Seller, another USD 500,000; and (ii) in case of a Key Employee (other than Management Seller), a USD amount corresponding to three (3) times such Employee Seller’s Gross Salary, for each full 30-day period during which the breach continues. Ceasing the competing activities after the date liquidated damages have become payable, does not relieve the breaching Key Employee from paying such liquidated damages already triggered in accordance with this Section. (g) If a Seller (or any of its Affiliates) breaches the non-solicitation obligation in Section 9.4(c), the Seller shall pay to Buyer as liquidated damages a USD amount corresponding to 24 times the Gross Salary of such targeted employee for each breach. (h) If a Seller (or any of its Affiliates) breaches the non-use obligation in Section 9.4(d), the Seller shall pay to Buyer as liquidated damages USD 100,000. If any such liquidated damages referred to above have become payable, and the Seller has not ceased the breaching activities within a 30-day period thereafter, the Employee Seller shall be required to pay another USD 100,000 for each full 30-day period during which the breach continues (it being understood that a Seller shall not be deemed to have continued such breach if the restricted name continues to appear in an electronic or online website, forum or platform from which it is not reasonably feasible for a Seller to remove such name). Ceasing the breaching activities after the liquidated damages have become payable, does not relieve the breaching Key Employee is from paying such liquidated damages already triggered in accordance with this Section. (i) The payment of liquidated damages does not relieve the Sellers from obligation to indemnify Buyer for any reason) no longer employed losses and expenses suffered 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 Buyer or the BankCompany, which may exceed the amount of the liquidated damages.