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

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

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

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

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

Restrictive Covenants. Executive 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. 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. 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 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. 10.1 Subject to clause 10.4, each Management Shareholder undertakes to the Purchaser and each Target Company that he will not (whether alone or in conjunction with, or on behalf of, another person and whether directly or indirectly), without the prior written consent of the Purchaser (such consent not to be unreasonably withheld or delayed) for a period of (i) twelve (12) months immediately following the Completion Date if he does not give notice to voluntarily resign or is not summarily dismissed within the first twelve (12) months following the Completion Date; or (ii) eighteen (18) months immediately following the Completion Date in the event he gives notice to voluntarily resign or is summarily dismissed within the first 12 months following the Completion Date: (a) During knowingly interfere with the term continuance of supplies to any Target Company from any supplier who has been supplying goods or services to that Target Company at any time during the twelve (12) months immediately preceding the date of this Agreement if such interference causes or would cause that supplier to cease supplying, or materially reduce its supply of, those goods or services to the Target Group; (b) knowingly directly or indirectly solicit, endeavour to entice away from any Target Company, employ or offer to employ, any person employed at management grade or in a senior capacity by any Target Company at Completion where the person in question either has Confidential Information or would be in a position to exploit a Target Company’s trade connections save that no Management Shareholder will have any liability if that person is responding to a bona fide and throughout any further period that he is an officer or employee genuine job advertisement not specifically aimed at employees of the CorporationTarget Group; or (c) within the Relevant Area, either alone or jointly with, through or as adviser to, or agent of, or manager for, any person directly or indirectly carry on or be engaged or connected with or interested in any cinema business which competes with all or any material part of the Business. 10.2 Nothing in clause 10.1 shall prevent any of the Management Shareholders from performing any duties under his service contract with any member of the Purchaser’s Group as an employee or consultant or from continuing to perform his roles as a non-executive director on boards of companies on which he currently serves (such roles having been Disclosed). 10.3 Each of the undertakings set out in this clause 10 is separate and severable and enforceable accordingly, and if any one or more of such undertakings or part of an undertaking is held to be against the public interest or unlawful the remaining undertakings or part of the undertakings will continue in full force and effect and will bind each Management Shareholder. 10.4 The holding of any units of any authorised unit trust of not more than three per cent. of any class of shares or securities of any company which is dealt on any recognised stock exchange (as defined by the Financial Services and Markets ▇▇▇ ▇▇▇▇ (as amended)) shall not constitute a breach of clause 10.1. 10.5 The Seller undertakes to the Purchaser and each Target Company that it will not, and that it will procure that its Related Persons will not, without the prior written consent of the Purchaser (such consent not to be unreasonably withheld or delayed), for a period of twelve (12) months from and after following 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 EmployeeCompletion Date, whichever is later, Employee covenants and agrees that he will not, knowingly directly or indirectlyindirectly solicit or entice away from any Target Company, any Restricted Employee where the person in question either as a principal, agent, employee, employer, stockholder, co-partner has Confidential Information or in any other individual or representative capacity whatsoever: (i) engage would be in a Competitive Business anywhere within position to exploit a fifty (50) mile radius of Target Company’s trade connections, save that the principal executive offices of Seller will have no liability if that person is responding to a bona fide and genuine job advertisement not specifically aimed at 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 occursrelevant person. (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 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. 5.1 Executive acknowledges that (ai) During he has a major responsibility for the term operation, administration, development and growth of the Company's business, (ii) the Company's business has become international in scope, (iii) his work for the Company has brought him and will continue to bring him into close contact with confidential information of the Company and its customers, and (iv) the agreements and covenants contained in this Subsection 5.1 are essential to protect the business interests of the Company and that the Company will not enter into this Agreement but for such agreements and covenants. Accordingly, Executive covenants and agrees as follows: 5.1.1 Except as otherwise provided for in this Agreement, 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 two years thereafter Executive shall not, directly or indirectly, compete with respect to any services or products of the Company which are either offered or are being developed by the Company as of the date of termination; or, without limiting the generality of the foregoing, by or become, or agree to be or become, interested in or associated with, in any capacity (whether as a partner, shareholder, owner, officer, director, Executive, principal, agent, employeecreditor, employertrustee, stockholderconsultant, co-partner venturer or in otherwise) any individual, corporation, firm, association, partnership, joint venture or other individual business entity, which competes with respect to any services or representative capacity whatsoever: (i) engage in a Competitive Business anywhere within a fifty (50) mile radius products of the principal executive offices Company which are either offered or are being developed by the Company as of the Corporation on the date Employee’s employment terminatesof termination; or provided, however, that Executive may own, solely as an investment, not more than one percent (ii1%) 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 class of securities of any publicly held corporation in this Agreement, competition with the term “Competitive Business” means all banking and financial products and services and Company whose securities are traded on 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 occurssecurities exchange. (b) 5.1.2 During the term Term of this Agreement and throughout any further period that he is an officer or employee of the Corporationand, 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"Termination Period"), whichever is later, Employee covenants and agrees that he will Executive shall not, directly or indirectly, either as (i) induce or attempt to influence any employee of the Company to leave its employ, (ii) aid or agree to aid any competitor, customer or supplier of the Company in any attempt to hire any person who shall have been employed by the Company within the one (1) year period preceding such requested aid, (iii) induce or attempt to influence any person or business entity who was a principalcustomer or supplier of the Company during any portion of said period to transact business with a competitor of the Company in Company's business, agentor (iv) induce or attempt to influence any of the research partners and contract researchers of the Company, employeewhich had a contractual relationship with the Company during the term of this Agreement, employerto terminate or otherwise adversely affect their relationship with the Company or any affiliate of the Company. 5.1.3 During the Term of this Agreement, stockholderthe Termination Period and any time thereafter, coExecutive shall not disclose to anyone any information about the confidential or proprietary affairs of the Company, including, without limitation, trade secrets, trade "know-partner how", inventions, customer lists, business plans, operational methods, pricing policies, marketing plans, sales plans, identity of suppliers or customers, sales, profits or other financial information, which is confidential to the Company or is not generally known in the relevant trade, nor shall Executive make use of any such information for his own benefit. 5.2 If Executive breaches Subsection 5.1 (the "Restrictive Covenants"), the Company shall have the following rights and remedies, each of which shall be enforceable, and each of which is in addition to, and not in lieu of, any other rights and remedies available to the Company at law or in equity. 5.2.1 Executive acknowledges and agrees that in the event of a violation or threatened violation of any of the provisions of Subsection 5.1.1, the Company shall have no adequate remedy at law and shall therefore be entitled to enforce each such provision by temporary or permanent injunctive or mandatory relief obtained in any court of competent jurisdiction without the necessity or proving damages, posting any bond or other security, and without prejudice to any other rights and remedies which may be available at law or in equity. 5.3 If any of the Restrictive Covenants, or any part thereof, is held to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants, which shall be given full effect, without regard to the invalid or unenforceable portions. Without limiting the generality of the foregoing, if any of the Restrictive Covenants, or any part thereof, is held to be unenforceable because of the duration of such provision or the area covered thereby, the parties hereto agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and, in its reduced form, such provision shall then be enforceable. 5.4 The parties hereto intend to and hereby confer jurisdiction to enforce the Restrictive Covenants upon the courts of any jurisdiction within the geographical scope of such Restrictive Covenants. In the event that the courts of any one or more of such jurisdictions shall hold such Restrictive Covenants wholly unenforceable by reason of the breadth of such scope or otherwise, it is the intention of the parties hereto that such determination not bar or in any way affect the Company's right of the relief provided above in the courts of any other individual or representative capacity whatsoever induce any individuals jurisdictions within the geographical scope of such Restrictive Covenants, as to terminate their employment with breaches of such covenants in such other respective jurisdictions, the Corporation or the Bankabove covenants as they relate to each jurisdiction being, for this purpose, severable into diverse and independent covenants.

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

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

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

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

Restrictive Covenants. (a) During 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. Executive agrees that, after the termination of Executive's employment and for the one year period after the date hereof, provided the Company is not in default of any obligation to Executive under this Agreement or otherwise, he shall not: directly or indirectly, alone or as a partner, joint venturer, officer, director, employee, consultant, agent, independent contractor or stockholder of any company or business, engage in any business activity in the State of California (a) During "Restricted Territory"), and which is directly or indirectly in competition with the term business conducted by the Company as of the date of the termination of Executive's employment; provided however, that, the beneficial ownership of less than 5% of the shares of stock of any corporation having a 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 and throughout Section. directly or indirectly: induce any further period that he is an officer customer to patronize any business directly or employee of indirectly in competition with the Corporationbusiness conducted by Company; canvass, and for a period of solicit or accept from any entity any such competitive business; or request or advise any customer to withdraw, curtail, or cancel any such customer's business with Company; employ any person who was employed by Company at or within twelve (12) months from and after prior to the date that Employee is (for termination of Executive's employment or in any reason) no longer employed by the Corporation manner seek to induce any such person to leave his 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, her employment; or 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) solicitway utilize, disclose, copy, reproduce, or assist retain in his possession's any other person of Company's proprietary rights or business entity in solicitingrecords, including, but not limited to, any depositors or other customers of its customer lists. Executive agrees and acknowledges that the Corporation restrictions contained in this Section 5.2 are reasonable in scope and duration and are necessary to make deposits in protect Company after the termination of Executive's employment. If any provision of this Section as applied to any party 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 circumstance 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 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 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 Company and upon breach of any provision of this Section, Company 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 Company may have (including, without limitation, the right to seek monetary damages).

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 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 Employee acknowledges that his services and responsibilities are unique in character and are of particular significance to the term of Company, that the Company is a competitive business and that the Employee's continued and exclusive service to the Company under this Agreement and throughout any further period that he is an officer or employee of a high degree of importance to the CorporationCompany. Therefore, during the Employment Period and for a period of twelve the applicable periods specified below (12) months from and after each, the date that "Noncompete Period"), the Employee is (for any reason) no longer employed by the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by Employee, whichever is later, Employee covenants and agrees that he will shall not, directly or indirectly, either as owner, partner, joint venture, Employee, Broker, Corporate Officer, Agent, Principal, Licensor, Shareholder unless as owner of no more than five percent (5%) of the issued and outstanding capital stock of such entity if such stock is traded on a principalmajor securities exchange, agent, employee, employer, stockholder, co-partner or in any other individual or representative his capacity whatsoever: (i) , engage in a Competitive Business or have any connection with any business which is competitive with the Company, and which operates anywhere within a fifty (50) mile radius of in the principal executive offices of the Corporation world on the effective date Employee’s employment terminates; or of termination of this Agreement. (iiLawyer to revise: the following is not re-enforceable) solicit, or assist any other person or business entity in soliciting, any depositors or other customers Reason for Termination Non-compete Period ---------------------- ------------------ Termination without cause 1 year Termination for cause 2 years For the purposes 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 will be deemed to be competitive with the term “Competitive Business” means all banking and financial products and services and any other products and services substantially similar to those offered by Company if it is an importer/re-seller of Karaoke hardware and/or software specialising in 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 occursUnited States mass merchant marketplace. (b) During In addition to the term restrictions set forth in Section 12(a), during the Noncompete period, the Employee shall not: i. directly or indirectly, by initiating contact or otherwise, induce influence, combine or conspire with, or attempt to induce, influence, combine or conspire with, any of the officers, employees or agents of the Company to terminate his, her or its employment or relationship with or to compete against the company; or ii. directly or indirectly, by initiating contact or otherwise, divert or attempt to divert any or all of any customers' or suppliers' business with the Company. (c) If, in any judicial proceedings, a court shall refuse to enforce any of the covenants included in this Section 12 due to extent, geographic scope or duration thereof, or otherwise, then such unenforceable covenant shall be amended to relate to such lesser extent, geographic scope or duration and this Section 12 shall be enforceable, as amended. In the event the Company should bring any legal action or other proceeding against Employee for enforcement of this Agreement and throughout any further period that he is an officer or employee Agreement, the calculation of the Corporation, and for a Noncompete Period shall not include the period of twelve (12) months from and after time commencing with the date that Employee is (for any reason) no longer employed by the Corporation filing of legal action or for a period of twelve (12) months from other proceeding to enforce this Agreement through the date of entry final judgement or final resolution, including all appeals, if any of such legal action or other proceeding unless the Company is receiving the practical benefits of this Section 12 during such time. The existence of any claim or cause of action by the Employee against the Company predicated on this Agreement or otherwise shall not constitute a court defence to the enforcement by the Company of competent jurisdiction these covenants. (d) The Employee has carefully considered the nature and extent of the restrictions upon the Employee and the rights and remedies conferred upon the Company under this Section 12, and the Employee hereby acknowledges that the restrictions on his activity as contained herein are reasonably required for the Company's protection, would not operate as a final judgment enforcing bar to the Employee's sole means of support, are fully required to protect the legitimate interests of the Company, do not confer a benefit on the Company disproportionate to the detriment to the Employee and are material inducements to the Company to enter into this covenant Agreement. The Employee hereby agrees that in the event of a breach violation by Employeehis of any of the provisions of this Agreement, whichever is later, Employee covenants the Company will be entitled to institute and agrees that he will not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, co-partner prosecute proceedings at law or in equity to obtain damages with respect to such violation or to enforce the specific performance of this Agreement by the Employee or to enjoin the Employee from engaging in any other individual or representative capacity whatsoever induce any individuals to terminate their employment with the Corporation or the Bankactivity in violation hereof.

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

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

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

Restrictive Covenants. (a) During 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 himself 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 him 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 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 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. 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 terminateswith the Company (including, without limitation, businesses which any member of the Company Group has specific plans to 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 (iiCompany Rep) solicit, (Employee) c. solicit any customer or assist any other person or business entity in soliciting, any depositors or other customers prospective customer of the Corporation 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 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 the term of this Agreement and throughout any further period that he is an officer or employee 7.1. Each of the CorporationSellers hereby jointly and severally covenants with the Buyer that, and without the prior written consent of the Buyer; 7.1.1. each Seller will not for a period of twelve (12) months from and 1 year after the date that Employee is of Completion hold either directly or indirectly any Material Interest in any business (for other than the Buyer or any reasonmember of the Buyer’s Group or the Company or any company which may acquire the Buyer or the Company) no longer employed which provides Restricted Services in competition with the Business in the Restricted Area; 7.1.2. each Seller will not at any time after Completion disclose (save as authorised by the Corporation Buyer in writing or required by law) any Confidential Business Information, nor will he at any time after Completion otherwise make use of any Confidential Business Information for his own benefit or for the benefit of others, or in any way to the detriment of the Company; 7.1.3. each Seller will not for a period of twelve (12) months from 1 year after Completion solicit, encourage, induce, entice or procure or endeavour to do any of the foregoing or encourage anyone else to solicit, encourage, induce, entice or procure or endeavour to do any of the foregoing, any person who is, and was at the date of entry Completion, employed by a court of competent jurisdiction of a final judgment enforcing this covenant the Company in an executive or managerial position to leave 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 employment of the principal executive offices Company or the Buyer or any member of the Corporation on the date EmployeeBuyer’s employment terminates; Group and join any Seller Group Company as an employee 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 Businessotherwise; 7.1.4. 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 each Seller will not for a period of twelve (12) months from and 1 year after the date that Employee is of Completion in respect of Restricted Services directly or indirectly solicit the custom of any Customer (for the purposes of this clause "Customer" shall mean any reasonperson who is at Completion a client or customer of the Company) no longer employed by other than for the Corporation benefit of the Company. Notwithstanding the foregoing, nothing herein shall prohibit either of the Sellers (or any entity mentioned in clause 7.3) from serving, dealing with or accepting orders from a Customer when such Customer was also a customer of such Seller at Completion or had been a customer of such Seller within the 1 year period prior to the date of Completion; 7.1.5. each Seller will not for a period of twelve (12) months from 1 year after the date of entry by Completion interfere with or seek to interfere with the continuance of supplies to the Company or the Buyer or any member of the Buyer’s Group (or the terms relating to such supplies) from any suppliers who have been supplying components, materials or services to a court Group Company at any time during the 1 year immediately preceding Completion if that interference causes or would cause such supplier to cease supplying, or materially reduce its supply of competent jurisdiction those goods and/or services to the Company; or 7.1.6. if either Seller shall have obtained trade secrets or other confidential information belonging to any third party under an agreement which contained restrictions on disclosure on either that Seller or the Company, such Seller will not without the previous written consent of a final judgment enforcing this covenant the Buyer at any time infringe such restrictions; 7.1.7. each Seller will not at any time after Completion use in the event course of any business:- 7.1.7.1. the words “Clamonta”, “W▇▇▇▇▇” and/or “Introfocus”; or 7.1.7.2. any trade or service m▇▇▇, business or domain name, design or logo which, at Completion was or had been owned by the Company. 7.2. The parties agree that the restrictions contained in clause 7.1.2 shall not apply if and to the extent that the Confidential Business Information concerned has ceased to be confidential or come into the public domain (other than as a result of breach of any obligation of confidence owed by Employeethe Sellers). 7.3. Each Seller shall procure that all companies and businesses directly owned or controlled by him shall be bound by and observe the provisions of this clause as if they were parties covenanting with the Buyer. 7.4. Each Seller acknowledges that the Buyer is accepting the benefit of the covenants contained in this clause both on its own behalf and on behalf of any member of the Buyer’s Group for Losses sustained by that member as a result of any material breach of the covenants contained in this clause. 7.5. Nothing in this clause 7 shall preclude any Seller from being the owner for investment purposes only of not more than 3% of the equity share capital of any company listed on the Official List of the UK Listing Authority or quoted on the Alternative Investment Market of the Stock Exchange or on a recognised investment exchange (as defined in s.285 of the Financial Services and Markets A▇▇ ▇▇▇▇ (as amended)). 7.6. Nothing in this clause 7 shall preclude any Seller Group Company from continuing to make, whichever is latermanufacture or supply any products which it already makes, Employee manufactures or supplies at Completion or which it made, manufactured or supplied within the period of 1 year prior to the date of Completion. 7.7. The restrictions contained in this clause 7 are considered reasonable by the Sellers in all respects but if any of those restrictions shall be held to be void in circumstances where it would be valid if some part were deleted the parties agree that such restrictions shall apply with such deletion as may be necessary to make it valid and effective. 7.8. The provisions of clauses 7. 1.1 to 7.1.7 (inclusive) are separate and severable and shall be enforceable accordingly. 7.9. Any covenants given in this clause 7 in respect of “the Company” shall be deemed to be given separately in respect of each of the Company and agrees that he the Subsidiaries and (unless the context or subject matter otherwise requires the expression “the Company” in this clause 7 shall be construed accordingly. 7.10. The Buyer hereby covenants with the Sellers that, without the prior written consent of the Sellers it will not, directly or indirectlyand it will procure that the Group will not, either as a principalat any time after Completion use in the course of any business the words “Symmetry”, agent“Symmetry Medical Inc.”, 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.“Symmetry Medical International Inc.” and/or “Symmetry Medical Cheltenham Limited”

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

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

Restrictive Covenants. (a) During the term 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 from and after years following the date that Employee is Closing Date (for any reason) the “Restricted Period”), no longer employed by the Corporation Seller 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 notOwner will, directly or indirectly, either as a principal, agent, employee, employer, stockholder, co-partner indirectly (individually or in combination with an Affiliate or immediate family member of such party), sell or provide products or services to any other individual Customer that are (y) the same as or representative capacity whatsoever: (i) engage in a Competitive Business anywhere within a fifty (50) mile radius substantially similar to the products or services provided by the Company as of the principal executive offices Closing Date or within one year prior to the Closing Date, or (z) competitive with the products or services provided by the Company as of the Corporation on Closing Date or within one year prior to the date Employee’s employment terminates; or Closing Date (ii) solicitcollectively, the “Competitive Services”), or assist any other person or business entity Person in solicitingproviding Competitive Services. For purposes of this Section 1(a), any depositors or other customers of the Corporation to make deposits in or to become customers of “assist any other financial institution conducting a Competitive Business. As used Person” includes, but is not limited to, being an employee, independent contractor, consultant, advisor, shareholder, owner, Affiliate, partner, agent, investor, officer or director of such Person; provided that nothing contained in this AgreementSection 1 will prevent: (i) an equity investment of not more than three percent (3%) in any Person whose securities are publicly traded and listed on a national stock exchange; or (ii) an Owner from being employed directly by any Governmental Authority, the term “Competitive Business” means all banking other than any Customer, and financial products provided, that, each Owner acknowledges and services and agrees that becoming employed by any other products and services substantially similar to those offered by the Corporation on the date Governmental Authority that Employee’s employment terminates. Employee’s obligations under is a Customer shall be deemed a violation of this Section 7(a) shall terminate on the date a Change of Control occurs1(a). (b) During the term Restricted Period, no Seller or Owner will, directly or indirectly (individually or in combination with an Affiliate or immediate family member of this Agreement and throughout such party), including by assisting any further period that he is an officer or employee other Person to do any of the Corporationfollowing: (i) induce, solicit or attempt to induce or solicit any Customer to terminate or adversely modify such Customer’s Contracts or Government Contracts with the Company or otherwise interfere with, disrupt or attempt to interfere or disrupt, the relationship between the Company and such Customer; (ii) induce, solicit or attempt to induce or solicit for a period of employment or other services, hire or retain as an employee, independent contractor or consultant: (A) any Person who was employed by the Company during the twelve (12) months from immediately preceding the Closing Date and after the date that Employee is (for any reason) no longer who was employed by the Corporation Company or any Affiliate thereof within six (6) months of the date of such solicitation, hiring, or retention; and (B) any Person under contract as a consultant or independent contractor to the Company as of the Closing Date to terminate or adversely modify his, her or its business relationship with the Company or otherwise interfere with such relationship. For purposes of this Section 1(b), prohibited solicitation shall not include the placement of a general advertisement or other publication of general circulation of job opportunities or requests for the services of consultants and independent contractors which are not targeted at the Company’s employees, contractors or consultants. (c) During the Restricted Period, no Seller or Owner will, directly or indirectly (individually or in combination with an Affiliate or immediate family member of such party), including by assisting any other Person, interfere with or disrupt, or arrange to have any other Person interfere with or disrupt, any Person that was a vendor, supplier, distributor, agent or other service provider (not otherwise covered by Section 1(b)) of the Company as of the #4774045v2 Closing Date or within one year prior to the Closing Date, for a purpose competitive with the products and services that are sold or provided by the Company to any Customer as of the Closing Date. (d) For purposes of Sections 1(a)-(c), “Customer” means any Person which, or for a period of which, at any time during the twelve (12) months from immediately preceding (and including) 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, directly or indirectlyindirectly to include the end customer in the case where the direct Customer is a prime contractor to a Governmental Authority (i) contracted for or received products or services from the Company, either (ii) received a bid or proposal by the Company for the provision of products or services by the Company, or (iii) the Company was actively preparing a bid or proposal for the provision of products or services by the Company. If the Company sells or provides products or services to a division, agency, sub-division, sub-agency, department, office, or other like smaller identifiable post within a customer (a “Division”) and if that Division was principally responsible for deciding to obtain those products or services, then only that Division shall be included within the term “Customer.” Notwithstanding anything to the contrary and for the avoidance of doubt, “Customer” shall include the Defense Health Agency and the United States Army Medical Research and Development Command (USAMRDC) including the Telemedicine & Advanced Technology and Research Center (TATRC). (e) The Seller and each Owner will keep, and cause its representatives to keep, confidential and not directly or indirectly reveal, report, publish, disclose or transfer any Confidential Information (as defined below), and will not use such information for such party’s own benefit or for the benefit of any other Person (other than the Company and the Buyer, and their respective post-Closing Affiliates pursuant to the written request of the Buyer). As used in this Section 1(e), “Confidential Information” shall mean any information concerning the business and affairs of the Company, or the assets, including know-how, trade secrets, customer lists, details of customer or consultant contracts, pricing policies, operational methods and marketing plans or strategies, and any information disclosed to the Company by third parties to the extent that the Company has an obligation of confidentiality in connection therewith. The obligations set forth in this Section 1(e) will not apply to any information that would otherwise constitute Confidential Information but that the Seller or the Owners can prove (i) is known or available through other lawful sources not bound by a principal, agent, employee, employer, stockholder, co-partner confidentiality agreement with the disclosing party; (ii) is or becomes publicly known or generally known in the industry through no fault or other wrongdoing of the Seller or the Owners or its and their representatives; or (iii) the Buyer or the Company agreed in writing that such Confidential Information could be disclosed. If the Seller or any Owner is requested or required pursuant to written or oral questions or requests for information or documents in any legal proceeding, judgment, interrogatory, civil investigation, or other individual similar process to disclose any Confidential Information, then, if legally permitted, the Seller or representative capacity whatsoever induce any individuals to terminate their employment such Owner will notify the Buyer promptly of the request or requirement so that the Buyer may seek an appropriate protective order or waive compliance with the Corporation provisions of this Section 1(e). If, in the absence of a protective order or the Bankreceipt of a waiver hereunder, the Seller or such Owner is, on the advice of counsel, compelled to disclose any Confidential Information to any Governmental Authority, then the Seller or such Owner, as applicable, may disclose the Confidential Information to the Governmental Authority; provided, however, that the disclosing Seller or Owner shall use its, his or her reasonable best efforts to obtain, at the #4774045v2 request and expense of the Buyer (to the extent such expenses are reasonable and documented), an order or other assurance that confidential treatment will be accorded to such portion of the Confidential Information required to be disclosed as Buyer shall designate. At the Closing, the Seller and each Owner shall deliver (or cause to be delivered) to the Buyer all Confidential Information (including the return of any electronic media or device in which such information is contained). Notwithstanding the foregoing, the Seller and each Owner shall be entitled to retain copies of financial statements, Tax Returns, and other records of the Company for periods through the Closing Date, which might reasonably be expected to be helpful to the Seller and/or Owner in connection with Tax filings, Tax audits, obtaining or guaranteeing loans, or other similar claims or proceedings, subject to the confidentiality obligations herein.

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. (a) During the term of this Agreement and throughout any further period that he is an officer or employee 7.1 Each of the Corporation, and for a period of twelve (12) months from and after Principal Shareholders hereby severally undertakes with the date that Employee is Buyer (for any reasonitself and as trustee for the benefit of each Group Company) 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 either solely or indirectlyjointly with or through any other person, either on his own account or as a principalan employee, agent, employeemanager, employer, stockholder, co-partner advisor 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 consultant for any other person or otherwise howsoever: 7.1.1 during the Restricted Period carry on or be engaged, concerned or interested (directly or indirectly) in any Restricted Business in the United Kingdom which is competitive with the business entity carried on by any Group Company as such business is conducted at the Completion Date; 7.1.2 during the Restricted Period solicit custom or business from any person in solicitingrespect of goods and/or services competitive with those manufactured and/or supplied by any Group Company during the period of 12 months prior to the Completion Date, such person having been a customer of any depositors Group Company during such period; 7.1.3 during the Restricted Period employ or other customers offer employment to, or induce, solicit or endeavour to entice to leave the service or employment of any Group Company any person who, during the period of 12 months prior the Completion Date, was an employee of any Group Company occupying a senior, managerial, technical, sales or research position; or 7.1.4 make use of any Company Intellectual Property, including without limitation, use of a name including the words "Brookhouse", or anything confusingly similar to any Company Intellectual Property, provided that the covenant at clause 7.1.1 or clause 7.1.2 shall not apply to G▇▇▇▇▇▇▇ ▇▇▇▇▇. 7.2 Each 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, Vendor Shareholders hereby severally undertakes with 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 Buyer (for any reasonitself and a trustee for the benefit of each Group Company) 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 it will not, directly either solely or indirectlyjointly with or through any other person, either on its own account or as agent, manager, advisor or consultant for any other person: 7.2.1 during the Restricted Period employ or offer employment to, or induce, solicit or endeavour to entice to leave the service or employment of a Group Company, any Principal Shareholder; 7.2.2 make use of any Company Intellectual Property, including without limitation, use of a name including the words “Brookhouse” or anything confusingly similar to any Company Intellectual Property. 7.3 Nothing in clauses 7.1 or 7.2 shall prevent any Principal Shareholder or Vendor Shareholder from: 7.3.1 being the holder of or beneficially interested as a principal, agent, employee, employer, stockholder, co-partner or passive investor in any other individual publicly traded or representative capacity whatsoever induce listed securities in any individuals company which confer on that person not more than 3% of the votes which can generally be cast at a general meeting of that company; and 7.3.2 placing a general recruitment advertisement which may come to terminate their employment the attention of, but which is not specifically directed at, any of the persons referred to in clause 7.1.3 or 7.2.1. 7.4 The Principal Shareholders and the Vendor Shareholders and each of them agree and acknowledge that the restrictions contained in this clause 7 are fair and reasonable and necessary to assure to the Buyer the full value of the Shares. 7.5 Each of the restrictions in each paragraph or sub-clause or clause above shall be enforceable independently of each of the others and its validity shall not be affected if any of the others is invalid. 7.6 If any of those restrictions is void, but would be valid if some part of the restrictions were deleted, the restriction in question shall apply with the Corporation or the Banksuch modification as may be necessary to make it valid.

Restrictive Covenants. (a) During To further induce Buyer to purchase the term Purchased Shares, and in consideration of the payments by Buyer pursuant to this Agreement, each Seller agrees, separately and not jointly, to the restrictive covenants contained herein: (i) Each Seller hereby agrees that such Seller shall not, during the period beginning on the Closing Date and ending on the third anniversary of the Closing Date (the “Restricted Period”), directly or indirectly, for such Seller’s own account, as a partner or joint venturer with any other Person or as an employee, officer, agent, manager, representative or member of any corporation, limited liability company, partnership, association or other Person (i) compete with or (ii) own, manage, operate, control or participate in the ownership (other than (A) as a minority shareholder of any corporation or other entity the securities of which are publicly held or traded or (B) as a passive investor, holding not more than 2% of any class of equity securities, of such an entity which is not publicly traded), management, operation or control of any corporation, limited liability company, partnership, proprietorship, association or other Person that competes with, the Company by providing or offering to provide to any Person within the United States (the “Restricted Territory”), any services or goods that are the same or substantially similar to, and in competition with, the Company Products offered by the Company in the Business during the 18 months prior to the Closing Date. (ii) Each Seller hereby agrees that such Seller shall not, within the Restricted Territory and during the Restricted Period, directly or indirectly, for such Seller’s own account, as a partner or joint venturer with any other Person or as an employee, officer, agent, manager, representative or member of any corporation, limited liability company, partnership, association or other Person, (A) solicit, induce or influence any Person who was a Customer of the Company within 18 months prior to the Closing Date to discontinue, reduce the extent of, or otherwise interfere with such Person’s relationship with the company; or (B) transact business with any Customer of the Company if the purpose of such transaction is to provide any services or goods that are the same or substantially similar to, and in competition with, the Company Products offered by the Company in the Business during the 18 months prior to the Closing Date. For purposes of this Agreement Agreement, a Customer of the Company is a Person who purchased Company Products from the Company during the 18 months prior to the Closing Date. (iii) Each Seller hereby agrees that such Seller shall not, during the period beginning on the Closing Date and throughout ending on the third anniversary of the Closing Date, directly or indirectly, for such Seller’s own account, as a partner or joint venturer with any further period that he is other Person or as an officer employee, officer, agent, manager, representative or member of any corporation, limited liability company, partnership association or other Person, recruit or solicit any person who was an employee of the Corporation, and Company as of the Closing Date to leave the Company for a period the purpose of twelve (12) months from and after the date that Employee is (working for any reason) no longer employed Person, unless such employee’s employment has been terminated by the Corporation Company after Closing or more than 180 days shall have passed since the employee’s voluntary termination of his or her employment with the Company. (iv) Each Seller hereby agrees that such Seller shall not, within the Restricted Territory and during the Restricted Period, directly or indirectly, for such Seller’s own account, as a period partner or joint venturer with any other Person or as an employee, officer, agent, manager, representative or member of twelve any corporation, limited liability company, partnership, association or other Person, solicit, induce or influence any person who was a Vendor of the Company, Supplier of the Company, or lessor or landlord of the Company within the 18 months prior to the Closing Date to discontinue, reduce the extent of, discourage the development of, or otherwise interfere with such Person’s relationship with the Company. For purposes of this Agreement, a Vendor or Supplier of the Company is a Person who sold or provided, in exchange for compensation, services or goods to the Company during the 18 months prior to the Closing Date that are essential to the manufacturing and production of Company Products. The terms of this Section 9.1(a)(iv) shall not apply to providers or sellers of non-essential, ancillary items, such as office supplies and other items typically purchased by persons or entities not engaged in the Business. (12b) months from Each of the date covenants and agreements by the Sellers contained in Section 9.1(a) shall be deemed to be and construed as a covenant and agreement independent of entry by a court any other provision of competent jurisdiction this Agreement. Each Seller acknowledges and agrees with respect to himself that the covenants set forth in Section 9.1(a) are reasonable and necessary for the protection of a final judgment enforcing this covenant the Business and the business of Buyer, that Buyer shall sustain irreparable injury in the event of a breach or threatened breach by Employeesuch Seller of any of such covenants and agreements and that Buyer does not and shall not have an adequate remedy at law for any such breach or threatened breach. Accordingly, whichever is latereach Seller consents and agrees for such Seller that, Employee if such Seller breaches or threatens to breach any such covenant or agreement, Buyer shall be entitled to immediate injunctive relief and to specific performance and that no Seller shall assert in any action or Proceeding the defense or claim that Buyer has an adequate remedy at law. The foregoing shall not, however, be deemed to limit the remedies of Buyer for any such breach or threatened breach. Any claims with respect to a breach of the provisions set forth in Section 9.1(a) must be made (if at all) within 18 months’ after the expiration of the applicable restricted period. (c) Each Seller covenants and agrees that he will notthat, if such Seller violates any of the covenants or agreements set forth in Section 9.1(a), in addition to any and all other remedies available to Buyer, Buyer shall be entitled to an accounting and repayment of all profits, compensation or benefits which any Seller, directly or indirectly, either as a principalhas realized or may realize in connection with any such violation; reasonable attorney’s fees and costs; and such remedies shall be in addition to and not in limitation of any injunctive relief, agent, employee, employer, stockholder, co-partner and/or other rights or remedies to which Buyer is or may be entitled at law or in any other individual equity 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 under 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. (bd) During In the term of this Agreement and throughout event that any further period that he is an officer or employee of the Corporationprovisions of Section 9.1(a), Section 9.1(b) or Section 9.1(c), shall be held to be invalid or unenforceable, the remaining provisions of such Sections shall nevertheless continue to be valid and enforceable as though the invalid or unenforceable parts had not been included therein. In the event that the scope of the restricted activities set forth in this Section 9.1 shall be found by a court, as set forth in Section 11.12, to exceed the maximum restriction on activities such court deems reasonable and enforceable, such scope of activities or geographical area shall be modified by the court and shall be deemed to become and thereafter shall be the maximum scope of activities which such court deems reasonable and enforceable. (e) Each Seller has carefully read and considered the provisions of Section 9.1(a), Section 9.1(b), Section 9.1(c) and Section 9.1(d) and, having done so, agrees that the restrictions set forth in such Sections are fair and reasonable and are reasonably required for the protection of the interests of Buyer and its officers, directors, and for a period other employees and that such restrictions are not violative 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 Bankpublic policy.

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

Restrictive Covenants. (a) A. During the term period Executive is receiving any salary continuation payments or other severance benefits from the Corporation under Paragraph 3 of this Agreement and throughout Agreement, Executive shall not, on his own account or as an employee, agent, promoter, consultant, partner, officer, director, or shareholder of any further period other person, firm, entity, partnership or corporation, own, operate, lease, franchise, conduct, engage in, be connected with, have any interest in, or assist any person or entity engaged in any business that he is an officer or employee of competitive with the Corporation, and for a period of twelve (12) months from and after the date business that Employee is (for any reason) no longer employed conducted by the Corporation or for a period is in the same general field or industry as the Corporation, except as the holder of twelve (12) months from not more than 1% of the date of entry by a court of competent jurisdiction outstanding stock of a final judgment enforcing publicly held company or except with the written consent of the Corporation which shall not be unreasonably withheld. However, should a Change in Control occur during the such salary continuation period, then the restrictions of this covenant Paragraph 5.A shall no longer be in effect, and Executive’s severance benefits under Paragraph 3 shall no longer be subject to any non-compete restriction and may not be discontinued or terminated under Paragraph 7 should Executive engage in any competive activity following such Change in Control. B. For purposes of Paragraph 5.A, a Change in Control shall be deemed to occur in the event there is a change in the ownership or control of the Corporation effected through any of the following transactions: (i) a breach by Employeemerger or consolidation in which securities possessing more than fifty percent (50%) of the total combined voting power of the Corporation’s outstanding securities are transferred to a person or persons different from the persons holding those securities immediately prior to such transaction; (ii) the sale, whichever is latertransfer or other disposition of all or substantially all of the Corporation’s assets in complete liquidation or dissolution of the Corporation; (iii) any transaction or series of related transactions pursuant to which any person or any group of persons comprising a “group” within the meaning of Rule 13d-5(b)(1) under the Securities Exchange Act of 1934, Employee covenants and agrees that he will notas amended (other than the Corporation or a person that, prior to such transaction or series of related transactions, directly or indirectlyindirectly controls, either is controlled by or is under common control with, the Corporation) becomes directly or indirectly the beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as a principal, agent, employee, employer, stockholder, co-partner amended) of securities possessing (or in any other individual convertible into or representative capacity whatsoever: (iexercisable for securities possessing) engage in a Competitive Business anywhere within a more than fifty percent (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 total combined voting power of the Corporation, and for a period of twelve (12) months from and ’s securities outstanding immediately after the date that Employee is (for any reason) no longer employed by the Corporation consummation of such transaction or for series of related transactions, whether such transaction involves a period of twelve (12) months direct issuance 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 Bankacquisition of outstanding securities held by one or more of the Corporation’s stockholders; or (iv) a change in the composition of the Corporation’s Board of Directors over a period of thirty-six (36) consecutive months or less such that a majority of the Board members ceases to be comprised of individuals who either (A) have been Board members continuously since the beginning of such period, or (B) have been elected or nominated for election as Board members during such period by at least a majority of the Board members described in clause (A) who were still in office at the time the Board approved such election or nomination. C. For a period of one (1) year following Executive’s termination of employment with the Corporation, Executive shall not encourage or solicit any of the Corporation’s employees to leave the Corporation’s employ for any reason or interfere in any other manner with employment relationships at the time existing between the Corporation and its employees.

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

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

Restrictive Covenants. (a) During the term of this Agreement For and throughout any further period that he is an officer or employee in consideration of the Corporationrights of Employee under Sections 3, 4 and for a period 5(e), the adequacy and sufficiency 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 which are hereby irrevocably acknowledged by Employee, whichever is later, Employee covenants and agrees that he will Employee shall not, and shall not permit any person or entity directly or indirectly controlled by Employee (alone or together with others) (the “Employee Affiliates”) to, directly or indirectlyindirectly (including, either as a principalwithout limitation, agentthrough ownership, employeemanagement, employer, stockholder, co-partner operation or in any other individual or representative capacity whatsoever: (i) engage in a Competitive Business anywhere within a fifty (50) mile radius control 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 entity, or participation in solicitingthe ownership, any depositors management, operation or other customers of the Corporation to make deposits in or to become customers control of any other financial institution conducting person or entity, or by having any interest, as a Competitive Business. As used stockholder, lender, investor, agent, consultant, employee, partner or otherwise, in this Agreement, the term “Competitive Business” means all banking and financial products and services and or with respect to any other products and services substantially similar to those offered by person or entity) do any of the Corporation on following: (i) during the date that period of Employee’s employment terminates. with the Company and for 12 months following the date of termination of Employee’s employment for any reason (the “Restricted Period”), own, manage, operate, control, invest in, participate in, provide consulting services to, or be involved or associated with in any capacity, any person or entity that competes directly or indirectly with the business conducted by the Company or proposed to be conducted by the Company during the time Employee was employed by the Company or during the Restricted Period, within the geographical areas in which the Company is doing business or proposes to do business at the time of Employee’s termination of employment; provided that the foregoing shall not prohibit Employee and Employee Affiliates from owning in the aggregate less than one percent of any class of securities listed on a national securities exchange or traded publicly in the over-the-counter market; Employee acknowledges that the Company conducts business on a nationwide and international basis, that its sales and marketing prospects are for expansion into national and international markets not currently penetrated and that, therefore, the territorial and time limitations set forth in this Section are reasonable and properly required for the adequate protection of the business of the Company. (ii) during the Restricted Period, (A) solicit, encourage or entice any client, customer, vendor, licensee, licensor, consultant or supplier of or to the Company to cease to do business with, or to reduce or modify the business such person or entity has done with or intends to do with, or to end, reduce or modify any relationship or proposed relationship of such person or entity with, the Company, or (B) interfere with, disrupt or attempt to disrupt or otherwise jeopardize any relationship of the Company with any client, customer, vendor, licensee, licensor, consultant or supplier or any other person or entity with whom the Company has a business relationship; (iii) during the Restricted Period, encourage, entice or induce any person who at the time of Employee’s termination of employment or at any time during the 18-month period immediately preceding such termination is or was an employee of, or a consultant to, the Company to leave the employ of, or to terminate any such consulting arrangement with, the Company, or, with respect to any such employee or consultant who is then an employee of or consultant to the Company, to become an employee of, or consultant to, any other person or entity, or employ or retain any such person; or (iv) during the Restricted Period and at all times thereafter, disparage, criticize or make statements which may be perceived as negative, detrimental or injurious to the Company, or any of the management, owners, business, policies or practices of the Company; provided that the Restricted Period and any additional periods thereafter under this Section 7 shall be tolled and shall cease to run during the period of any violation by Employee of any of Employee’s agreements and obligations under this Section 7(a) shall terminate on the date a Change of Control occurs7. (b) During Employee acknowledges and agrees that Employee’s employment by the term Company will necessarily involve Employee’s understanding of and access to trade secrets and confidential or proprietary information and property, and personal information pertaining to the business and affairs of the Company, and its licensors, clients, customers, licensees, consultants and suppliers of or to any of them, including, without limitation, data, databases, know-how, trade secrets, marketing plans and opportunities, cost and pricing information, strategies, forecasts, licensee and customer lists, reports and surveys, concepts and ideas, computer software, systems and programs (including source code and documentation), and techniques and technical information, whether acquired by, or provided or made available to, Employee before, on or after the date of this Agreement by reason of Employee being or having been an employee of the Company and Employee agrees to keep all such information confidential. Employee and the Company have entered into that certain Employee Confidentiality and Invention Agreement dated as of the date hereof (the “Confidentiality Agreement”) and attached hereto as Exhibit B, the terms and conditions of which are incorporated by reference herein and made a part hereof. The terms and provisions of this Agreement shall control and govern in respect of any conflict between the terms of this Agreement and throughout the Confidentiality Agreement. (c) Employee represents that his employment with the Company will not violate or conflict with any further period obligations to any previous employer or other party, including without limitation, obligations relating to nondisclosure, proprietary information, non-competition and non-solicitation. (d) Because irreparable harm would be sustained by the Company in the event that he there is an officer or employee a breach by Employee of any of the Corporationterms, covenants and agreements set forth in this Section 7, in addition to any other rights and remedies that the Company may otherwise have, the Company shall be entitled to obtain specific performance and/or injunctive relief against Employee from any court of competent jurisdiction, without making a showing that monetary damages would be inadequate and without the requirement of posting any bond or other security whatsoever, in order to enforce or prevent any breach or threatened breach of any of the terms, covenants and agreements set forth in this Section 7. (e) Each of the obligations of Employee under this Section 7 shall survive the termination of Employee’s employment by the Company for any reason whatsoever. (f) Employee acknowledges that: (i) the enforcement of any of the restrictions on Employee or any other provisions contained in this Section 7 (the “Restrictive Covenants”) against Employee would not impose any undue burden upon Employee; and (ii) none of the Restrictive Covenants are unreasonable as to duration or scope. If notwithstanding the foregoing, any provision of this Agreement would be held to be invalid, prohibited or unenforceable in any jurisdiction for any reason (including, without limitation, any provision which may be held unenforceable because of the scope, duration or area of its applicability), unless narrowed by construction, such provision shall, as to such jurisdiction, be construed as if such invalid, prohibited or unenforceable provision had been more narrowly drawn so as not to be invalid, prohibited or unenforceable (and the court making any such determination as to any provision shall have the power to, and for a period shall, modify such scope, duration or area or all of twelve (12) months from them, and after such provision shall then be applicable in such modified form in such jurisdiction only). If, notwithstanding the date that Employee is (foregoing, any provision of this Agreement would be held to be invalid, prohibited or unenforceable in any jurisdiction for any reason) no longer employed by , such provision, as to such jurisdiction, shall be ineffective to the Corporation extent of such invalidity, prohibition or for a period unenforceability, without invalidating the remaining provisions of twelve (12) months from this Agreement, or affecting the date validity or enforceability 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 such provision in any other individual or representative capacity whatsoever induce any individuals to terminate their jurisdiction. (g) In the event that Employee’s employment with the Corporation Company is terminated for any reason and Employee thereafter obtains employment or the Bankengagement by another person or entity (a “Subsequent Employer”), Employee agrees to advise such Subsequent Employer of Employee’s continuing obligations under this Agreement.

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 7.1 The services of the Employee are unique and extraordinary and essential to the business of the Company, especially since the Employee shall have access to the Company's customer lists, trade secrets and other privileged and confidential information essential to the Company's business. Therefore, the Employee agrees that, if the term of this Agreement his employment hereunder shall expire or his employment shall at any time terminate for any reason whatsoever, with or without cause, the Employee will not at any time prior to the second annual anniversary of the Expiration Date (the "Restrictive Covenant Period"), without the prior written consent of the Company, directly or indirectly, anywhere within five (5) miles of the location of any office of the Company or any franchisee thereof at the date of expiration or termination, whether individually or as a principal, officer, employee, partner, shareholder, member, manager, director, agent of, or consultant or independent contractor to, any entity, (i) engage or participate in a business which, as of such expiration or termination date, is similar to or competitive with, directly or indirectly, that of the Company and throughout shall not make any further period investments in any such similar or competitive entity, except that he is the foregoing shall not restrict the Employee from having an ownership interest in the insurance brokerage locations identified on Schedule 3.1 attached hereto or acquiring up to one percent (1%) of the outstanding voting stock of any entity whose securities are listed on a stock exchange or Nasdaq; (ii) cause or seek to persuade any director, officer, employee, customer, client, account, agent or supplier of, or consultant or independent contractor to, the Company, or others with whom the Company has a business relationship (collectively "Business Associates"), to discontinue or materially modify the status, employment or relationship of such person or entity with the Company, or to become employed in any activity similar to or competitive with the activities of the Company; (iii) cause or seek to persuade any prospective customer, client, account or other Business Associate of the Company (which at or about the date of cessation of the Employee's employment with the Company was then actively being solicited by the Company) to determine not to enter into a business relationship with the Company or to materially modify its contemplated business relationship; (iv) hire, retain or associate in a business relationship with, directly or indirectly, any director, officer or employee of the CorporationCompany; or (v) solicit or cause or authorize to be solicited, or accept, for or on behalf of him or any third party, any business from, or the entering into of a business relationship with, (a) others who are, or were within one (l) year prior to the cessation of his employment with the Company, a customer, client, account or other Business Associate of the Company, or (b) any prospective customer, client, account or other Business Associate of the Company which at or about the date of such cessation was then actively being solicited by the Company. The foregoing restrictions set forth in this Paragraph 7.1 shall apply likewise during the Term. 7.2 The Employee agrees to disclose promptly in writing to the Board of Directors of the Company all ideas, processes, methods, devices, business concepts, inventions, improvements, discoveries, know-how and other creative achievements (hereinafter referred to collectively as "discoveries"), whether or not the same or any part thereof is capable of being patented, trademarked, copyrighted, or otherwise protected, which the Employee, while employed by the Company, conceives, makes, develops, acquires or reduces to practice, whether acting alone or with others and whether during or after usual working hours, and for a period which are related to the Company's business or interests, or are used or usable by the Company, or arise out of twelve or in connection with the duties performed by the Employee. The Employee hereby transfers and assigns to the Company all right, title and interest in and to such discoveries (12) months whether conceived, made, developed, acquired or reduced to practice on or prior to the date hereof or hereafter during his employment with the Company), including any and all domestic and foreign copyrights and patent and trademark rights therein and any renewals thereof. On request of the Company, the Employee will, without any additional compensation, from time to time during, and after the date that Employee is expiration or termination of, the Term, execute such further instruments (including, without limitation, applications for any reasoncopyrights, patents, trademarks and assignments thereof) no longer employed and do all such other acts and things as may be deemed necessary or desirable by the Corporation Company to protect and/or enforce its right in respect of such discoveries. All expenses of filing or for a period prosecuting any patent, trademark or copyright application shall be borne by the Company, but the Employee shall cooperate in filing and/or prosecuting any such application. (a) The Employee represents that he has been informed that it is the policy of twelve (12) months from the date Company to maintain as secret all confidential information relating to the Company, including, without limitation, any and all knowledge or information with respect to secret or confidential methods, processes, plans, materials, customer lists or data, or with respect to any other confidential or secret aspect of entry the Company's activities, and further acknowledges that such confidential information is of great value to the Company. The Employee recognizes that, by a court reason of competent jurisdiction of a final judgment enforcing this covenant in his employment with the event of a breach by EmployeeCompany, whichever he will acquire confidential information as aforesaid. The Employee confirms that it is laterreasonably necessary to protect the Company's goodwill, Employee covenants and and, accordingly, hereby 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: indirectly (i) engage in a Competitive Business anywhere within a fifty (50) mile radius except where authorized by the Board of Directors of the principal executive offices Company), at any time during the term of the Corporation on the date Employee’s employment terminates; this Agreement or (ii) solicitthereafter divulge to any person, firm or other entity, or assist use, or cause or authorize any person, firm or other person or business entity in solicitingto use, 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 confidential information. (b) During the term of this Agreement and throughout any further period that he is an officer or employee of the Corporation, and for a period of twelve (12) months from and after the date that The Employee is (for any reason) no longer employed by the Corporation or for a period of twelve (12) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by Employee, whichever is later, Employee covenants and agrees that he will not, at any time, remove from the Company's premises any drawings, notebooks, software, data or other confidential information relating to the business and procedures heretofore or hereafter acquired, developed and/or used by the Company, except where necessary in the fulfillment of his duties hereunder. (c) The Employee agrees that, upon the expiration or termination of this Agreement or the termination of his employment with the Company for any reason whatsoever, he shall promptly deliver to the Company any and all drawings, notebooks, software, data and other documents and material, including all copies thereof, in his possession or under his control relating to any confidential information or discoveries, or which is otherwise the property of the Company. (d) For purposes hereof, the term "confidential information" shall mean all information given to the Employee, directly or indirectly, either as a principal, agent, employee, employer, stockholder, co-partner or in any by the Company and all other individual or representative capacity whatsoever induce any individuals information relating to terminate their the Company otherwise acquired by the Employee during the course of his employment with the Corporation Company (whether on or prior to the Bankdate hereof or hereafter), other than information which (i) was in the public domain at the time furnished to, or acquired by, the Employee, or (ii) thereafter enters the public domain other than through disclosure, directly or indirectly, by the Employee or others in violation of an agreement of confidentiality or nondisclosure.

Restrictive Covenants. (a) During 9.1. For the term purpose of assuring to the Purchaser the full benefit of the businesses and goodwill of the Company, the Vendor undertakes by way of further consideration for the obligations of the Purchaser under this Agreement as separate and throughout independent agreements that it will not directly or indirectly without the Purchasers consent, not to be unreasonably withheld or delayed: 9.1.1. at any further period that he is an officer time after Completion disclose to any person, or employee of the Corporationitself use for any purpose, and shall use its best endeavours to prevent the publication or disclosure of, any Business Information which may, or may have, come to its knowledge; 9.1.2. for a period of twelve (12) 3 years after Completion either on its own account or for any other person directly or indirectly solicit, interfere with or endeavour to entice away from the Company or provide in competition with the Company any service or product involving or in connection with the Business to any person who to its knowledge is now or has during the 12 months from and after preceding the date that Employee of this Agreement been a client or customer , or is (for any reason) no longer employed by or has been in the Corporation or habit of dealing with, the Company; 9.1.3. for a period of twelve (12) 3 years after Completion, either alone or jointly with or as manager, agent for or employee of any person, directly or indirectly carry on or be engaged or concerned or interested in the Business within the Territory. 9.1.4. for a period of 12 months after Completion, solicit or entice away from the date employment of entry by the Company any person who is a court senior employee, consultant to or officer of competent jurisdiction the Company; or 9.1.5. knowingly assist any other person to do any of the foregoing things. 9.2. Each undertaking contained in this Clause 9 shall be construed as a final judgment enforcing separate undertaking and if one or more of the undertakings is held to be against the public interest or unlawful or in any way an unreasonable restraint of trade, the remaining undertakings shall continue to bind the Vendor. 9.3. The restrictions contained in this covenant Agreement shall be in addition to and not in substitution for any other restrictions upon the Vendor contained in the Ancillary Document, provided that in the event of a breach by Employee, whichever is later, Employee covenants any conflict between the provisions of this Clause 9 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 the terms of such Ancillary Document the provisions of the principal executive offices of latter documents shall prevail, and provided further that 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 restrictions in this Agreement, the term “Competitive Business” means all banking and financial products and services and any other products and services substantially similar Clause 9 shall not apply to those offered matters done by the Corporation on the date that Employee’s employment terminates. Employee’s Vendor in carrying out its 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 exercising its rights pursuant to terminate their employment with the Corporation or the Bank.such Ancillary Documents

Restrictive Covenants. Executive acknowledges that (ai) he has a major responsibility for the operation, administration development, and growth of the Company's business; (ii) the Company's business is or may become national or international in scope; (iii) his work for the Company has brought and will continue to bring him into close contact with confidential information of the Company and its clients; (iv) the Company has compensated Executive in the past and has agreed to the additional compensation provided for Executive in this Agreement in part because of the covenants contained in this Section 10; and (v) the agreements and covenants contained in this Section 10 are essential to protect the business interests of the Company and that the Company would not enter into this Agreement but for such agreements and covenants. Accordingly, Executive covenants and agrees as follows: 10.4.1 Except as otherwise provided for in this Agreement, during the term of this Agreement and the Consulting Period and, if this Agreement is terminated for any reason other than pursuant to Section 4.7 hereof, for two years following the date of termination (the "Termination Period"), Executive shall not, directly or indirectly, within any county in any state, province, or other political subdivision of the United States, Mexico or any other country in which the Company is conducting business as of the effective date hereof, or as of the date of termination, compete with respect to any services or products of the Company which are either offered or are being developed by the Company as of either such date (the "Company's Business"); or, without limiting the generality of the foregoing, be or become, or agree to be or become, interested in or associated with, in any capacity (whether as a partner, shareholder, owner, officer, director, employee, principal, agent, creditor, trustee, consultant, co-venturer or otherwise), any individual corporation, Company, association, partnership, joint venture or other business entity, which competes with the Company's Business, provided, however, that Executive may own, solely as an investment, not more than 1% of any class of securities of any publicly held corporation traded on any national securities exchange in the United States. 10.4.2 During the term of this Agreement and throughout any further period that he is an officer or employee of and, if applicable, during the CorporationTermination 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 will Executive 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) solicit for employment or provide services, or employ or engage in a Competitive Business anywhere within a fifty (50) mile radius the services of, any employee of the principal executive offices Company who was employed by the Company at the time of termination or any neutrals associated with the Company as of such time; (ii) aid or agree to aid any competitor, client, or supplier of the Corporation on Company in any attempt to hire any person who shall have been employed by the date Employee’s employment terminatesCompany with the period preceding such requested aid; or (iiiii) solicit, induce or assist attempt to influence any other person or business entity in soliciting, any depositors who was a client or other customers supplier of the Corporation Company during any portion of said period to make deposits in or to become customers of any other financial institution conducting transact business with 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 competitor 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 BankCompany.

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

Restrictive Covenants. (a) During 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 (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 following the date of entry by Executive’s termination of employment with the Company for any reason or no reason (including, without limitation, as a court result of competent jurisdiction either party’s delivery ninety (90) days prior to the end of a final judgment enforcing the Initial Term or any Renewal Term of written notice of their intent to not continue this covenant in the event of a breach by EmployeeAgreement), whichever is later, Employee Executive covenants and agrees that he will shall not, either directly or indirectly, as principal, agent, owner, employee, partner, investor, shareholder (other than solely as a holder of not more than two percent (2%) of the issued and outstanding shares of any public corporation), consultant, advisor or otherwise howsoever own, operate, carry on or engage in the operation of or have any financial interest in or provide, directly or indirectly, either financial assistance to or lend money to or guarantee the debts or obligations of any Person carrying on or engaged in any business that is then a competitor with the Company’s Business (as defined below); provided, however, that if the Executive’s employment is terminated as a principalresult of the Company’s delivery ninety (90) days prior to the end of the Initial Term or any Renewal Term of written notice of its intent not to continue this Agreement, agent, employee, employer, stockholder, co-partner then the twelve (12) month restrictive period described above in this Section 6(a) shall be reduced to nine (9) months following the date of Executive’s termination of employment with the Company provided that such termination of employment occurs within thirty (30) days of the expiration of the Initial Term or in any other individual or representative capacity whatsoever: Renewal Term. For purposes of this Agreement the Company’s “Business” shall be deemed to be (i) engage in mobile data solutions that enable wireless carriers and enterprises to deliver hosted, managed mobile data service offerings, including services to access the Internet using a Competitive Business anywhere within mobile device, services to market and distribute a fifty (50) mile radius wide range of the principal executive offices of the Corporation on the date Employee’s employment terminates; or mobile content and applications, messaging services and billing support and settlement services, including, without limitation, services provided by mobile telecommunication carriers, and (ii) solicit, or assist any other person services, products or business entity in soliciting, any depositors developments conducted 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 under development by the Corporation on Company at the date that Employeetime of Executive’s termination of employment terminates. Employee’s obligations under this Section 7(awith the Company; (i) shall terminate on and (ii) above as conducted by the date a Change Company or any of Control occursits subsidiaries or affiliates, whether with respect to customers, sources of supply or otherwise. (b) During the term of this Agreement Term and throughout any further period that he is an officer or employee of the Corporation, and continuing for a period of twelve two (122) months from and after years following the date that Employee is (of Executive’s termination of employment with the Company for any reasonreason or no reason (including, without limitation, as a result of either party’s delivery ninety (90) no longer employed by days prior to the Corporation end of the Initial Term or any Renewal Term of written notice of their intent to not continue this Agreement), Executive covenants and agrees that he shall not directly, or indirectly, for himself or for any other Person: (i) knowingly solicit, interfere with or endeavor to entice away from the Company or any of its subsidiaries or affiliates, any customer or client; (ii) knowingly attempt to direct or solicit any customer or client away from the Company or any of its subsidiaries or affiliates; or (iii) knowingly solicit, entice away, hire or otherwise attempt to induce any employee of the Company or any of its subsidiaries or affiliates to terminate his/her employment with the Company or any of its subsidiaries or affiliates or otherwise interfere with his or her employment with the Company or any of its subsidiaries or affiliates. (c) Executive represents to and agrees with the Company that the enforcement of the restrictions contained in this Agreement and in the Company’s Non-Disclosure, Noncompetition, and Intellectual Property Protection Agreement (the “Non-Disclosure Agreement”) is necessary to protect the proprietary rights of the Company and its subsidiaries and affiliates and the confidential information described in the Non-Disclosure Agreement. Notwithstanding the foregoing, Executive further agrees that the aforementioned representations would not be unduly burdensome to Executive and that such restrictions are reasonably necessary to protect the legitimate interests of the Company and its subsidiaries and affiliates. In the event of any violation of the provisions of this Section 6, Executive acknowledges and agrees that the post-termination restrictions contained in this Section 6 shall be extended by a period of twelve time equal to the period of such violation, it being the intention of the parties hereto that the running of the applicable post-termination restriction period shall be tolled during any period of such violation. (12d) months from Executive also agrees that the date remedy of entry damages for any breach by Executive of the provisions of either this Agreement or the Non-Disclosure Agreement shall be inadequate and that the Company shall be entitled to injunctive relief, without posting any bond (in addition to any and all remedies the Company may have in law and equity), and Executive agrees not to oppose granting of such relief on the grounds that the damages would adequately compensate the Company. If it is determined 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 state that any restriction in this Section 6, is excessive in duration or scope or is unreasonable or unenforceable under applicable law, it is the intention of the parties that such restriction may be modified or amended by the court to render it enforceable to the maximum extent permitted by the laws of that state. The provisions of this Section 6 and the Non-Disclosure Agreement constitute an independent and separable covenant which shall be enforceable notwithstanding any right or remedy that the Company may have under any other individual provision of this Agreement or representative capacity whatsoever induce any individuals to terminate their employment with the Corporation or the Bankotherwise.

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 on the Merger Closing, as that term “Competitive Business” means all banking is defined in the Acquisition Agreements, and financial products and services and ending on the later of (i) three (3) years after the Merger Closing or (ii) the first anniversary of the last day of the Severance Period. 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. 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 shall not, at any time during the term of this Agreement and throughout any further period that he is an officer or employee of the CorporationTerm 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 the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach termination of Executive’s employment pursuant to Section 4(a)(iv), (v), or (vii), during the Restricted Period, directly or indirectly, (i) engage in the Restricted Business within the Active 102093874.13.DOCX10 Restricted Territory, or (ii) have any equity interest in or manage, participate in, assist, or operate any Person (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in the Restricted Business within the Restricted Territory. Notwithstanding the foregoing, the Executive shall be permitted to acquire a passive stock or equity interest in such a business; provided that such stock or other equity interest is publicly traded and the amount acquired by EmployeeExecutive is not more than five percent (5%) of the outstanding interest in such business. Notwithstanding the foregoing, whichever at any time during the Restricted Period, Executive may, at Executive’s option, serve on the Company a written notice waiving the right to any and all future installments of the Severance Payment pursuant to Section 5(b) (a “Severance Waiver Notice”), and upon delivery of the Severance Waiver Notice, Executive shall no longer be bound by the restrictions set forth in this Section 7(a) for the period on and after the date on which the Severance Waiver Notice is laterdelivered to the Company; provided, Employee however, that notwithstanding the delivery of a Severance Waiver Notice, Executive will continue to be bound by the remaining obligations set forth in this Agreement, including but not limited to those covenants and agrees that he will of Executive set forth in Sections 7(b)-(g) hereof. (b) The Executive shall not, at any time during the Term or during the Restricted Period, directly or indirectly, either for himself or on behalf of any other Person, (i) recruit or otherwise solicit or induce any employee of the Company to terminate his, her or its employment or arrangement with the Company, or otherwise change his, her or its relationship with the Company, (ii) hire, or cause to be hired, any person who was employed by the Company and served in a capacity of “vice president” (or any person serving in a capacity senior to vice president) at any time during the twelve (12)-month period immediately prior to the Date of Termination, or (iii) influence, induce, or encourage any customer, subscriber, or supplier of the Company to discontinue, reduce, or materially change its relationship or business with the Company. (c) Except as a principal, agent, employee, employer, stockholder, co-partner the Executive reasonably and in good faith determines to be required in the faithful performance of the Executive’s duties hereunder or in accordance with Section 7(e), the Executive shall, during the Term and after the Date of Termination, maintain in confidence and shall not directly or indirectly, use, disseminate, disclose or publish, or use for the Executive’s benefit or the benefit of any Person, any confidential or proprietary information or trade secrets of or relating to the Company, including, without limitation, information with respect to the Company’s operations, processes, protocols, products, inventions, business practices, finances, principals, vendors, suppliers, customers, potential customers, marketing methods, costs, prices, contractual relationships, regulatory status, compensation paid to employees or other terms of employment (“Proprietary Information”), or deliver to any Person, any document, record, notebook, computer program or similar repository of or containing any such Proprietary Information. The Executive’s obligation to maintain and not use, disseminate, disclose or publish, or use for the Executive’s benefit or the benefit of any Person, any Proprietary Information after the Date of Termination will continue so long as such Proprietary Information is not, or has not by legitimate means become, generally known and in the public domain (other than by means of the Executive’s direct or indirect disclosure of such Proprietary Information) and continues to be maintained as Proprietary Information by the Company. The parties hereby stipulate and agree that as between them, the Proprietary Information identified herein is important, material and affects the successful conduct of the businesses of the Company (and any successor or assignee of the Company). (d) Upon termination of the Executive’s employment with the Company for any reason, the Executive will promptly deliver to the Company all correspondence, drawings, manuals, letters, notes, notebooks, reports, programs, plans, proposals, financial documents, or any other individual documents concerning the Company’s customers, business plans, marketing strategies, products or representative capacity whatsoeverprocesses. Active 102093874.13.DOCX11 (e) The Executive may respond to a lawful and valid subpoena or other legal process but shall give the Company (if lawfully permitted to do so) the earliest possible notice thereof, and shall, as much in advance of the return date as possible, make available to the Company and its counsel the documents and other information sought, and shall assist such counsel in resisting or otherwise responding to such process. Upon notification from Executive of such subpoena or other legal process, the Company shall, at its reasonable expense, retain mutually acceptable legal counsel to represent Executive in connection with Executive’s response to any such subpoena or other legal process. The Executive may also disclose Proprietary Information if: (i) engage in a Competitive Business anywhere within a fifty (50) mile radius the reasonable written opinion of counsel for the principal executive offices Executive furnished to the Company, such information is required to be disclosed for the Executive not to be in violation of the Corporation on the date Employee’s employment terminates; any applicable law or regulation or (ii) solicitthe Executive is required to disclose such information in connection with the enforcement of any rights under this Agreement or any other agreements between the Executive and the Company. (f) Executive shall refrain from publishing any oral or written statements about the Company or any of its Affiliates, or assist any of their respective officers, employees, shareholders, investors, directors, agents or representatives that are malicious, obscene, threatening, harassing, intimidating or discriminatory and which are designed to harm any of the foregoing, at any time; provided that the Executive may confer in confidence with the Executive’s legal representatives, make truthful statements to any government agency in sworn testimony, or make truthful statements as otherwise required by law. The Company agrees that, upon the termination of the Executive’s employment hereunder, it shall advise its directors and executive officers to refrain from publishing any oral or written statements about Executive that are malicious, obscene, threatening, harassing, intimidating or discriminatory and which are designed to harm Executive, at any time; provided that they may confer in confidence with the Company’s and their legal representatives and make truthful statements as required by law. (g) Prior to accepting other employment or any other person service relationship during the Restricted Period, the Executive shall provide a copy of this Section 7 to any recruiter who assists the Executive in obtaining other employment or any other service relationship and to any employer or Person with which the Executive discusses potential employment or any other service relationship. (h) Executive agrees and hereby acknowledges that: (i) the provisions of this Section 7 do not impose a greater restraint than is necessary to protect the goodwill, trade secrets, or other business entity interests of the Company; (ii) such provisions contain reasonable limitations as to time, scope of activity, and geographical area to be restrained; (iii) the provisions of this Section 7 are necessary and essential to protect the Proprietary Information, trade secrets, and goodwill of the Company, as well as due to Executive’s position as an executive and/or management employee of the Company, and (iv) the consideration provided hereunder, including without limitation, the Proprietary Information provided to Executive, is sufficient to compensate Executive for the restrictions contained in solicitingthis Section 7. In consideration of the foregoing and in light of Executive’s education, skills, and abilities, Executive agrees that Executive will not assert that, and it should not be considered that, any depositors provisions of Section 7 otherwise are void, voidable, or unenforceable or should be voided or held unenforceable. In the event the terms of this Section 7 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other customers respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the Corporation maximum geographical area as to make deposits in which it may be enforceable, or to become customers of any the maximum extent in all other financial institution conducting a Competitive Business. respects as to which it may be enforceable, all as determined by such court in such action. (i) As used in this AgreementSection 7, the term “Competitive BusinessCompany” means all banking and financial products and services shall include the Company, its parent, Affiliates, related entities, and any other products and services substantially similar to those offered by the Corporation on the date that Employee’s employment terminatesof its direct or indirect subsidiaries. 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.Active 102093874.13.DOCX12

Restrictive Covenants. In consideration of the provision to Employee of the Employer's trade secrets and confidential information, and in order to protect the rights of Employer to its trade secrets, confidential information, and client relationships, the Employee hereby agrees as follows: 10.1 Employee agrees that during a period of two (a2) During years following any termination of employment, Employee shall not be an officer, director, employee, agent or representative, or an owner of more than five percent (5%) of the outstanding capital stock of any corporation, or an owner of any interest in, or employee, agent or representative of, any other form of business association, sole proprietorship or partnership that solicits, hires (whether or not solicited) or otherwise attempts to induce any employees, agents or representatives of Employer to terminate their position as employee, agent or representative therewith. 10.2 Employee agrees that, 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 and after the date that Employee is (years following termination 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 shall not, directly or indirectlyindirectly by being an officer, either as a principaldirector, employee, agent, employeerepresentative or consultant, employeror a record or beneficial owner of more than five percent of the outstanding capital stock of any corporation or an owner of any interest in, stockholderor employee of, co-partner or in any other individual form of business association, sole proprietorship or representative capacity whatsoever: (i) engage partnership, conduct a business in a Competitive Business anywhere within a fifty (50) mile radius of competition with the principal executive offices of the Corporation business conducted by Employer on the date of termination. 10.3 In the event that any adjudicative body shall finally hold that this Section 10 constitutes an unreasonable restriction upon Employee’s employment terminates; or (ii) solicit, or assist any other person or business entity in solicitingthe parties hereby expressly agree that the provisions of this Section 10 shall not be rendered void, any depositors or other customers of the Corporation but shall apply as to make deposits in time and territory or to become customers of any such other financial institution conducting extent as such body may indicate constitutes a Competitive Business. As used in this Agreement, reasonable restriction under 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 occurscircumstances involved. (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 B▇▇▇▇▇ acknowledges that he has a special knowledge of the term Company Business and the proprietary and confidential information included in the Company Business, and that the Buyer is making a considerable investment in the Company Business from which B▇▇▇▇▇ has benefitted. In consideration of this Agreement and throughout any further period that he is an officer or employee of the Corporationsuch investment and benefit, and as an inducement to the Buyer to enter into this Agreement and consummate the transactions contemplated herein, B▇▇▇▇▇ hereby agrees that, for a period of twelve (12) months from and five years after the Closing Date, he shall not, directly or indirectly through any Affiliate, own, manage, operate, control or participate in the ownership, management, operation or control of, or be connected as an officer, employee, partner, director or otherwise with, or have any financial interest in, or aid or assist anyone else in the conduct of, any business that directly or indirectly competes with the Company Business or the Buyer Business as at the date of this Agreement (each a “Competitive Business”); provided, however, that Employee B▇▇▇▇▇ may own less than 1% of any outstanding class of securities registered pursuant to the Securities Exchange Act, as amended, of an issuer that is a Competitive Business. (for any reasonb) no longer employed by the Corporation or for For a period of twelve (12) months from five years following 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 B▇▇▇▇▇ will not, without the express prior written approval of the Board of Directors of the Buyer, (A) directly or indirectly recruit, solicit or otherwise induce or influence any sales agent, joint venturer, lessor, supplier, agent, representative or any other person that has or had during the one year period initially preceding the Closing Date a business relationship with the Company or the Buyer, to discontinue, reduce or adversely modify such employment, agency or business relationship with the Buyer or the Company as it relates to the Businesses as conducted by the Company or the Buyer after the Closing Date, or (B) employ or seek to employ or cause any Competitive Business to employ or seek to employ any person or agent who is employed or retained by the Buyer or the Company. Notwithstanding the foregoing, nothing herein shall prevent B▇▇▇▇▇ from providing a letter of recommendation to an employee with respect to a future employment opportunity. (c) For a period of five years following the Closing Date, B▇▇▇▇▇ will not, without the express prior written approval of the Board of Directors of the Buyer, directly or indirectly, either as a principalrecruit, agent, employee, employer, stockholder, co-partner solicit or in otherwise induce or influence any other individual or representative capacity whatsoever: (i) engage in a Competitive Business anywhere within a fifty (50) mile radius customer of the principal executive offices of Buyer or the Corporation on Company to discontinue, reduce or modify such business relationship with the date Employee’s employment terminates; Buyer 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 occursCompany. (bd) During B▇▇▇▇▇ agrees that the term violation or threatened violation of any of the provisions of this Agreement Section 6.18 shall cause immediate and throughout any further period irreparable harm to the Buyer and that he is an officer the damage to the Buyer will be difficult or employee of the Corporationimpossible to calculate with precision. Therefore, 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 EmployeeB▇▇▇▇▇ violates this Section 6.18, whichever is later, Employee covenants and agrees that he will not, directly an injunction restraining such Person or indirectly, either as a principal, agent, employee, employer, stockholder, co-partner his Affiliate from such violation may be entered against such Person or his Affiliate in addition to any other individual relief available to the Buyer. (e) If, at the time of enforcement of any provision of this Section 6.18, a court shall hold that the duration, scope or representative capacity whatsoever induce any individuals other restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or other restrictions reasonable under such circumstances shall be substituted for the stated duration, scope or other restrictions and that the court shall be allowed to terminate their employment with revise the Corporation or restrictions contained herein to cover the Bankmaximum period, scope and other restrictions permitted by law; provided, however, that the substituted period shall not exceed the period contemplated by this Agreement.

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

Restrictive Covenants. (a) During the term of this Agreement and throughout any further period 9.1 The Executive agrees that he is an officer restrictions on his or employee of the Corporation, and for a period of twelve (12) months from her activities during and after the date Executive’s employment are necessary to protect the goodwill, Confidential Information and other legitimate interests of the Company and its Subsidiaries, and that Employee is the agreed restrictions set forth below will not deprive the Executive of the ability to earn a livelihood: (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 In the event that, during the 18 months following Date of a breach by EmployeeTermination (the “Non-Competition Period”), whichever is laterthe Executive will, Employee covenants and agrees that he will notwithout the prior written consent of the Board, 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) shall terminate on the date a Change of Control occurs6.1 will immediately terminate. (bB) During the term of this Agreement and throughout any further period that he is an officer or employee of Non-Competition 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 Executive will not, not directly or indirectly, either on the Executive’s own account or for any company, limited liability company, partnership, joint venture or other entity or person (including, without limitation, through any existing or future Affiliate), solicit any employee of the Company or any existing or future Affiliate to leave his or her employment or knowingly induce or knowingly attempt to induce any such employee to terminate or breach his or her employment agreement with the Company or any existing or future Affiliate, if any. Notwithstanding the foregoing, the provisions of this Section 9.1(B) will not be violated by (i) general advertising or solicitation not specifically targeted at Company-related persons or entities; (ii) the Executive serving as a principalreference, agentupon request, employeefor any employee of the Company or any of its Subsidiaries or Affiliates, employer, stockholder, co-partner or (iii) actions taken by any person or entity with which the Executive is associated if the Executive is not personally involved in any manner in the matter and has not identified such Company-related person or entity for soliciting or hiring. (C) From and after the Notice of Termination, the Executive shall not publicly make any negative, disparaging, detrimental or derogatory remarks or statements (written, oral, telephonic, electronic, or by any other individual method) about the Company or representative capacity whatsoever induce its Subsidiaries or any individuals of their respective owners, partners, managers, directors, officers, employees or agents, including, without limitation, any remarks or statements that could be reasonably expected to terminate adversely affect in a material manner (i) the conduct of the Company’s or its Subsidiaries’ businesses or (ii) the business reputation or relationships of the Company or its Subsidiaries and/or any of their employment with past or present officers, directors, agents, employees, attorneys, successors and assigns, in each case, except to the Corporation extent required by law or legal process. Similarly, from and after the BankNotice of Termination, the Board shall not make any such statements about the Executive. (D) During and after the Executive’s employment, unless otherwise required by law or legal process, the Executive shall not disclose any Confidential Information.