Common use of Non-Competition Clause in Contracts

Non-Competition. (a) Upon any termination of Executive's employment hereunder pursuant to an Event of Termination as provided in Section 4 hereof, Executive agrees not to compete with the Association and/or the Holding Company for a period of one (1) year following such termination in any city, town or county in which the Association and/or the Holding Company has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Association and/or the Holding Company. The parties hereto, recognizing that irreparable injury will result to the Association and/or the Holding Company, its business and property in the event of Executive's breach of this Subsection 11(a) agree that in the event of any such breach by Executive, the Association and/or the Holding Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Section 8 hereof, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Association and/or the Holding Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Association and/or the Holding Company from pursuing any other remedies available to the Association and/or the Holding Company for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination of Executive's employment hereunder pursuant to an Event as a result of Termination as provided in which the Association is paying Executive benefits under Section 4 hereofof this Agreement, Executive agrees not to compete with the Association Bank and/or the Holding Company for a period of one (1) year following such termination in any city, town or county in which the Association Bank and/or the Holding Company has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Association Bank and/or the Holding Company. The parties hereto, recognizing that irreparable injury will result to the Association Bank and/or the Holding Company, its business and property in the event of Executive's breach of this Subsection 11(a9(a) agree that in the event of any such breach by Executive, the Association Bank and/or the Holding Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Section 8 hereof, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Association Bank and/or the Holding Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Association Bank and/or the Holding Company from pursuing any other remedies available to the Association Bank and/or the Holding Company for such breach or threatened breach, including the recovery of damages from Executive. This paragraph (a) shall not apply if an termination of Executive's employment occurs in connection with a change in control of the Bank, within the meaning of the Home Owners' Loan Act and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency) thereunder.

Non-Competition. (a) Upon any termination of Executive's ’s employment hereunder pursuant to an Event hereunder, other than a termination, (whether voluntary or involuntary) in connection with a Change in Control, as a result of Termination as provided in which the Bank is paying Executive benefits under Section 4 hereof6 of this Agreement, Executive agrees not to compete with the Association Bank and/or the Holding Company for a period of one (1) year following such termination in within twenty-five (25) miles of any city, town existing branch of the Bank or county in any subsidiary of the Company or within twenty-five (25) miles of any office for which the Association and/or Bank, the Holding Company has an office or a Bank subsidiary of the Company has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said area, cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Association Bank and/or the Holding Company. The parties hereto, recognizing that irreparable injury will result to the Association Bank and/or the Holding Company, its business and property in the event of Executive's ’s breach of this Subsection 11(a) agree that in the event of any such breach by Executive, the Association Bank and/or the Holding Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's ’s partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Section 8 hereof, Executive's ’s experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Association Bank and/or the Holding Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Association Bank and/or the Holding Company from pursuing any other remedies available to the Association Bank and/or the Holding Company for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination of Executive's ’s employment hereunder pursuant to an Event of Termination as provided (whether voluntary or involuntary), other than a termination (whether voluntary or involuntary) in Section 4 hereofconnection with a Change in Control, Executive agrees not to compete with the Association and/or Bank and the Holding Company for a period of one two (12) year years following such termination in within one hundred (100) miles of any cityexisting branch of the Bank, town the Bank’s subsidiaries, or county in any subsidiary of the Company, or within one hundred (100) miles of any office for which the Association and/or Bank, the Holding Bank’s subsidiaries, the Company has an office or a bank subsidiary of the Company has filed an application for regulatory approval to establish an officeapproval, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Association and/or Bank or the Holding Company. The parties hereto, recognizing that irreparable injury will result to the Association and/or Bank or the Holding Company, its business and property in the event of Executive's ’s breach of this Subsection 11(a9(a) agree that in the event of any such breach by Executive, the Association and/or Bank and the Holding Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's ’s partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Section 8 hereof, Executive's ’s experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Association and/or Bank or the Holding Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Association and/or Bank or the Holding Company from pursuing any other remedies available to the Association and/or Bank or the Holding Company for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination of Executive's employment hereunder pursuant to an Event of Termination as provided in Section 4 hereof, Executive agrees not to compete with the Association and/or the Holding Company for a period of one (1) year following such termination in any city, town or county in which the Association and/or the Holding Company has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Association and/or the Holding Company. The parties hereto, recognizing that irreparable injury will result to the Association and/or the Holding Company, its business and property in the event of Executive's breach of this Subsection 11(a) agree that in the event of any such breach by Executive, the Association and/or the Holding Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Section 8 hereof, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Association and/or the Holding Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Association and/or the Holding Company from pursuing any other remedies available to the Association and/or the Holding Company for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination of Executive's ’s employment hereunder pursuant to an Event hereunder, other than a termination (whether voluntary or involuntary) following a Change in Control), as a result of Termination as provided in which the Company is paying Executive benefits under Section 4 hereof6 of this Agreement, Executive agrees not to compete with the Association Bank and/or the Holding Company for a period of one (1) year following such termination in within twenty-five (25) miles of any city, town existing branch of the Bank or county in any subsidiary of the Company or within twenty-five (25) miles of any office for which the Association and/or Bank, the Holding Company has an office or a Bank subsidiary of the Company has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said area, cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Association Bank and/or the Holding Company. The parties hereto, recognizing that irreparable injury will result to the Association Bank and/or the Holding Company, its business and property in the event of Executive's ’s breach of this Subsection 11(a12(a) agree that in the event of any such breach by Executive, the Association Bank and/or the Holding Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's ’s partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Section 8 hereof, Executive's ’s experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Association Bank and/or the Holding Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Association Bank and/or the Holding Company from pursuing any other remedies available to the Association Bank and/or the Holding Company for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination of Executive's ’s employment hereunder pursuant to an Event hereunder, other than a termination, (whether by resignation, voluntary or involuntary) in connection with a Change in Control, as a result of Termination as provided in which the Bank is paying Executive benefits under Section 4 hereof6 of this Agreement, Executive agrees not to compete with the Association Bank and/or the Holding Company for a period of one (1) year following such termination in within twenty-five (25) miles of any city, town existing branch of the Bank or county in any subsidiary of the Company or within twenty-five (25) miles of any office for which the Association and/or Bank, the Holding Company has an office or a Bank subsidiary of the Company has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said area, cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Association Bank and/or the Holding Company. The parties hereto, recognizing that irreparable injury will result to the Association Bank and/or the Holding Company, its business and property in the event of Executive's ’s breach of this Subsection 11(a) agree that in the event of any such breach by Executive, the Association Bank and/or the Holding Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's ’s partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Section 8 hereof, Executive's ’s experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Association Bank and/or the Holding Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Association Bank and/or the Holding Company from pursuing any other remedies available to the Association Bank and/or the Holding Company for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination Executive recognizes that his duties will entail the receipt of Executive's employment hereunder pursuant to an Event Trade Secrets and Confidential Information as defined in this Section 6. Those Trade Secrets and Confidential Information have been developed by the Company at substantial cost and constitute valuable and unique property of Termination as provided in Section 4 hereofthe Company. Accordingly, the Executive acknowledges that protection of Trade Secrets and Confidential Information is a legitimate business interest. Executive agrees not to compete with the Association and/or Company during the Holding Company Employment Term and for a reasonable and limited period thereafter. Therefore, during the Employment Term and for a period of one (1) year following such termination in any citytwo years thereafter, town or county in which the Association and/or the Holding Company has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for have an investment of $100,000.00 or advisemore in a Competing Business (as defined herein) and shall not render personal services to any such Competing Business in any manner, consult including, without limitation, as owner, partner, director, trustee, officer, employee, consultant or otherwise serve withadvisor thereof. If the Executive shall breach the covenants contained in this NonCompetition provision, directly the Company shall have no further obligation to make any payment to the Executive pursuant to this Agreement and may recover from the Executive all such damages as it may be entitled to at law or indirectlyin equity. In addition, the Executive acknowledges that any entity whose business materially competes with such breach is likely to result in irreparable harm to the depository, lending or other business activities of the Association and/or the Holding Company. The parties heretoCompany shall be entitled to specific performance of the covenants in this Section 6, recognizing that irreparable injury will result to the Association and/or the Holding Companyincluding entry of a temporary restraining order in state or federal court, its business preliminary and property permanent injunctive relief against activities in the event of Executive's breach violation of this Subsection 11(a) agree that in the event of any such breach by ExecutiveSection 6, the Association and/or the Holding Company will be entitledor both, or other appropriate judicial remedy, writ or order, in addition to any other remedies damages and damages available, legal expenses which the Company may be legally entitled to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executiverecover. Executive represents acknowledges and admits agrees that the covenants in this Section 6 shall be construed as agreements independent of any other provision of this Agreement or any other agreement between the event of the termination of his employment pursuant to Section 8 hereof, Company and Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Association and/or the Holding Company, and that the enforcement existence of a remedy any claim or cause of action by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting against the Association and/or the Holding Company from pursuing Company, whether predicated upon this Agreement or any other remedies available agreement, shall not constitute a defense to the Association and/or enforcement by the Holding Company of such covenants. The provisions of this subsection (d) shall not be applicable to Executive if Executive is terminated from employment without Cause or the Executive resigns from employment for such breach or threatened breach, including the recovery of damages from Executive.Good Reason

Non-Competition. (a) Upon any termination of Executive's ’s employment hereunder pursuant for any reason, including but not limited to an Event expiration of Termination as provided in Section 4 hereofthis Agreement, Executive agrees not to compete with the Association and/or the Holding Company Bank for a period of one twelve (112) year months following such termination in any city, city or town or county in which the Association and/or the Holding Company has an office Bank operates a branch or has filed an application for regulatory approval to establish an main office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that that, during such period and within said cities, towns and countiesperiod, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Association and/or Bank. Executive specifically further agrees that he will not, for the Holding Companytwelve (12) month non-competition period work in either a paid or unpaid capacity with any individual or group proposing to establish a new bank or other financial institution in Bank’s market area. The parties hereto, recognizing that irreparable injury will result to the Association and/or the Holding CompanyBank, its business and property in the event of Executive's ’s breach of this Subsection 11(aSubparagraph 10(a) agree that in the event of any such breach by Executive, the Association and/or the Holding Company Bank will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's ’s partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Section Paragraph 8 hereof, Executive's ’s experience and capabilities are such that Executive can obtain employment in a business business, engaged in other lines and/or of a different nature than the Association and/or the Holding CompanyBank, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Association and/or the Holding Company Bank from pursuing any other remedies available to the Association and/or the Holding Company Bank for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination of Executive's employment hereunder pursuant to an Event of Termination as provided in Section 4 hereof, Executive agrees not to compete with the Association and/or the Holding Company or its Subsidiaries for a period of one (1) year following such termination in any city, town or county in which the Association and/or Executive's normal business office is located and the Holding Company or any of its Subsidiaries has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Association and/or the Holding CompanyCompany or its Subsidiaries. The parties hereto, recognizing that irreparable injury will result to the Association and/or the Holding CompanyCompany or its Subsidiaries, its business and property in the event of Executive's breach of this Subsection 11(a10(a) agree that in the event of any such breach by Executive, the Association and/or the Holding Company or its Subsidiaries, will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with under the direction of Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Section 8 7 hereof, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Association and/or the Holding CompanyCompany or its Subsidiaries, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Association and/or the Holding Company or its Subsidiaries from pursuing any other remedies available to the Association and/or the Holding Company or its Subsidiaries for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination of Executive's employment hereunder pursuant to an Event hereunder, other than a termination (whether voluntary or involuntary) following a Change in Control), as a result of Termination as provided in which the Company is paying Executive benefits under Section 4 hereof6 of this Agreement, Executive agrees not to compete with the Association Bank and/or the Holding Company for a period of one (1) year following such termination in within twenty-five (25) miles of any city, town existing branch of the Bank or county in any subsidiary of the Company or within twenty-five (25) miles of any office for which the Association and/or Bank, the Holding Company has an office or a Bank subsidiary of the Company has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said area, cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Association Bank and/or the Holding Company. The parties hereto, recognizing that irreparable injury will result to the Association Bank and/or the Holding Company, its business and property in the event of Executive's breach of this Subsection 11(a) agree that in the event of any such breach by Executive, the Association Bank and/or the Holding Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Section 8 hereof, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Association Bank and/or the Holding Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Association Bank and/or the Holding Company from pursuing any other remedies available to the Association Bank and/or the Holding Company for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination of Executive's employment hereunder pursuant to an Event as a result of Termination as provided in which the Bank is paying Executive benefits under Section 4 hereof4, Executive agrees not to compete with the Association Bank and/or the Holding Company for a period of one (1) year following such termination in any city, town or county in which the Association Bank and/or the Holding Company has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Association Bank and/or the Holding Company. The parties hereto, recognizing that irreparable injury will result to the Association Bank and/or the Holding Company, its business and property in the event of Executive's breach of this Subsection 11(aSection 10(a) agree that in the event of any such breach by Executive, the Association Bank and/or the Holding Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Section 8 hereof, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Association Bank and/or the Holding Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Association Bank and/or the Holding Company from pursuing any other remedies available to the Association Bank and/or the Holding Company for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination of Executive's employment hereunder pursuant to an Event hereunder, other than a termination (whether voluntary or involuntary) following a Change in Control, as a result of Termination as provided in which the Company is paying Executive benefits under Section 4 hereof6 of this Agreement, Executive agrees not to compete with the Association Bank and/or the Holding Company for a period of one (1) year following such termination in within twenty-five (25) miles of any city, town existing branch of the Bank or county in any subsidiary of the Company or within twenty-five (25) miles of any office for which the Association and/or Bank, the Holding Company has an office or a Bank subsidiary of the Company has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said area, cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Association Bank and/or the Holding Company. The parties hereto, recognizing that irreparable injury will result to the Association Bank and/or the Holding Company, its business and property in the event of Executive's breach of this Subsection 11(a) agree that in the event of any such breach by Executive, the Association Bank and/or the Holding Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Section 8 hereof, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Association Bank and/or the Holding Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Association Bank and/or the Holding Company from pursuing any other remedies available to the Association Bank and/or the Holding Company for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination Executive recognizes that his duties will entail the receipt of Executive's employment hereunder pursuant to an Event Trade Secrets and Confidential Information as defined in this Section 6. Those Trade Secrets and Confidential Information have been developed by the Company at substantial cost and constitute valuable and unique property of Termination as provided in Section 4 hereofthe Company. Accordingly, the Executive acknowledges that protection of Trade Secrets and Confidential Information is a legitimate business interest. Executive agrees not to compete with the Association and/or Company during the Holding Company Employment Term and for a reasonable and limited period of one thereafter. Therefore, during the Employment Term and during the applicable Continuation Period thereafter (1) year following such termination in any cityor, town or county in which the Association and/or the Holding Company has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Association and/or the Holding Company. The parties hereto, recognizing that irreparable injury will result to the Association and/or the Holding Company, its business and property in the event of as termination for Cause by the Company or without Good Reason by the Executive's , a period of two (2) years following the Termination Date), the Executive shall not have an investment of $100,000.00 or more in a Competing Business (as defined herein) and shall not render personal services to any such Competing Business in any manner, including, without limitation, as owner, partner, director, trustee, officer, employee, consultant or advisor thereof. If the Executive shall breach of the covenants contained in this Subsection 11(a) agree Non-Competition provision, the Company shall have no further obligation to make any payment to the Executive pursuant to this Agreement and may recover from the Executive all such damages as it may be entitled to at law or in equity. In addition, the Executive acknowledges that in the event of any such breach by Executiveis likely to result in irreparable harm to the Company. The Company shall be entitled to specific performance of the covenants in this Section 6, the Association and/or the Holding Company will be entitledincluding entry of a temporary restraining order in state or federal court, preliminary and permanent injunctive relief against activities in violation of this Section 6, or both, or other appropriate judicial remedy, writ or order, in addition to any other remedies damages and damages available, legal expenses which the Company may be legally entitled to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executiverecover. Executive represents acknowledges and admits agrees that the covenants in this Section 6 shall be construed as agreements independent of any other provision of this Agreement or any other agreement between the event of the termination of his employment pursuant to Section 8 hereof, Company and Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Association and/or the Holding Company, and that the enforcement existence of a remedy any claim or cause of action by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting against the Association and/or the Holding Company from pursuing Company, whether predicated upon this Agreement or any other remedies available agreement, shall not constitute a defense to the Association and/or enforcement by the Holding Company of such covenants. The provisions of this subsection (d) shall not be applicable to Executive if Executive is terminated from employment without Cause or the Executive resigns from employment for such breach or threatened breach, including the recovery of damages from Executive.Good Reason

Non-Competition. (a) Upon any termination of Executive's employment hereunder pursuant to an Event of Termination as provided in Section 4 hereof, Executive agrees not to compete with the Association and/or the Holding Company or its Subsidiaries for a period of one (1) year following such termination in any city, town or county in which the Association and/or Executive's normal business office is located and the Holding Company or any of its Subsidiaries has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Association and/or the Holding CompanyCompany or its Subsidiaries. The parties hereto, recognizing that irreparable injury will result to the Association and/or the Holding CompanyCompany or its Subsidiaries, its business and property in the event of Executive's breach of this Subsection 11(a10(a) agree that in the event of any such breach by Executive, the Association and/or the Holding Company or its Subsidiaries will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with under the direction of Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Section 8 7 hereof, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Association and/or the Holding CompanyCompany or its Subsidiaries, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Association and/or the Holding Company or its Subsidiaries from pursuing any other remedies available to the Association and/or the Holding Company or its Subsidiaries for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination of Executive's employment hereunder pursuant to an Event of Termination as provided in Section 4 hereof, Executive agrees not to compete with the Association and/or the Holding Company or its Subsidiaries for a period of one (1) year following such termination in any city, town or county in which the Association and/or Executive's normal business office is located and the Holding Company or any of its Subsidiaries has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Association and/or the Holding CompanyCompany or its Subsidiaries. The parties hereto, recognizing that irreparable injury will result to the Association and/or the Holding CompanyCompany or its Subsidiaries, its business and property in the event of Executive's breach of this Subsection 11(a) agree that in the event of any such breach by Executive, the Association and/or the Holding Company or its Subsidiaries, will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with under the direction of Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Section 8 hereof, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Association and/or the Holding CompanyCompany or its Subsidiaries, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Association and/or the Holding Company or its Subsidiaries from pursuing any other remedies available to the Association and/or the Holding Company or its Subsidiaries for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination of Executive's employment hereunder pursuant to an Event hereunder, other than a termination, (whether voluntary or involuntary) in connection with a Change in Control, as a result of Termination as provided in which the Association is paying Executive benefits under Section 4 hereof6 of this Agreement, Executive agrees not to compete with the Association and/or the Holding Company for a period of one (1) year following such termination in within twenty-five (25) miles of any city, town existing branch of the Association or county in any subsidiary of the Company or within twenty-five (25) miles of any office for which the Association, the Company or a Association and/or subsidiary of the Holding Company has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said area, cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Association and/or the Holding Company. The parties hereto, recognizing that irreparable injury will result to the Association and/or the Holding Company, its business and property in the event of Executive's breach of this Subsection 11(a) agree that in the event of any such breach by Executive, the Association and/or the Holding Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Section 8 hereof, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Association and/or the Holding Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Association and/or the Holding Company from pursuing any other remedies available to the Association and/or the Holding Company for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination of Executive's ’s employment hereunder pursuant to an Event hereunder, other than a termination (whether by resignation, voluntary or involuntary) in connection with a Change in Control, as a result of Termination as provided in which the Bank is paying Executive benefits under Section 4 hereof6 of this Agreement, Executive agrees not to compete with the Association Bank and/or the Holding Company for a period of one (1) year following such termination in within twenty-five (25) miles of any city, town existing branch of the Bank or county in any subsidiary of the Company or within twenty-five (25) miles of any office for which the Association and/or Bank, the Holding Company has an office or a Bank subsidiary of the Company has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said area, cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Association Bank and/or the Holding Company. The parties hereto, recognizing that irreparable injury will result to the Association Bank and/or the Holding Company, its business and property in the event of Executive's ’s breach of this Subsection 11(a) agree that in the event of any such breach by Executive, the Association Bank and/or the Holding Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's ’s partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Section 8 hereof, Executive's ’s experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Association Bank and/or the Holding Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Association Bank and/or the Holding Company from pursuing any other remedies available to the Association Bank and/or the Holding Company for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination of Executive's ’s employment hereunder pursuant to an Event of Termination as provided in Section 4 hereof, Executive agrees not to compete with the Association and/or the Holding Company or its Subsidiaries for a period of one (1) year following such termination in any city, town or county in which the Association and/or Executive’s normal business office is located and the Holding Company or any of its Subsidiaries has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Association and/or the Holding CompanyCompany or its Subsidiaries. The parties hereto, recognizing that irreparable injury will result to the Association and/or the Holding CompanyCompany or its Subsidiaries, its business and property in the event of Executive's ’s breach of this Subsection 11(a10(a) agree that in the event of any such breach by Executive, the Association and/or the Holding Company or its Subsidiaries will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's ’s partners, agents, servants, employers, employees and all persons acting for or with under the direction of Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Section 8 7 hereof, Executive's ’s experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Association and/or the Holding CompanyCompany or its Subsidiaries, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Association and/or the Holding Company or its Subsidiaries from pursuing any other remedies available to the Association and/or the Holding Company or its Subsidiaries for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination of Executive's employment hereunder pursuant to an Event hereunder, other than a termination, (whether voluntary or involuntary) in connection with a Change in Control, as a result of Termination as provided in which the Association is paying Executive benefits under Section 4 hereof6 of this Agreement, Executive agrees not to compete with the Association and/or the Holding Company for a period of one (1) year following such termination in within twenty-five (25) miles of any city, town existing branch of the Association or county in any subsidiary of the Company or within twenty-five (25) miles of any office for which the Association, the Company or a subsidiary of the Company or the Association and/or the Holding Company has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said area, cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Association and/or the Holding Company or subsidiary of the Association of Company. The parties hereto, recognizing that irreparable injury will result to the Association and/or the Holding Company, its business and property in the event of Executive's breach of this Subsection 11(a13(a) agree that in the event of any such breach by Executive, the Association and/or the Holding Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Section 8 hereof, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Association and/or the Holding Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Association and/or the Holding Company from pursuing any other remedies available to the Association and/or the Holding Company for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination of Executive's employment hereunder pursuant to an Event of Termination as provided in Section 4 hereof, Executive agrees not to compete with the Association Bank and/or the Holding Company for a period equal to the greater of one (1) year or the remainder of the existing term of the Agreement following such termination in any city, town or county in which the Association Bank and/or the Holding Company has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Association Bank and/or the Holding Company. The parties hereto, recognizing that irreparable injury will result to the Association Bank and/or the Holding Company, its business and property in the event of Executive's breach of this Subsection 11(a) agree that in the event of any such breach by Executive, the Association Bank and/or the Holding Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Section 8 hereof, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Association Bank and/or the Holding Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Association Bank and/or the Holding Company from pursuing any other remedies available to the Association Bank and/or the Holding Company for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination of Executive's employment hereunder pursuant to an Event for any reason except when a Change of Termination as provided in Section 4 hereofControl has occurred, including, but not limited to, expiration of this Agreement, Executive agrees not to compete with the Association and/or the Holding Company Bank for a period of one twenty-four (124) year months following such termination in any citywithin Maury County, town or county in which Tennessee and all counties contiguous thereto. Additionally, during the Association and/or the Holding Company has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and countiestwenty-four (24) months, Executive shall not call upon, solicit, service or interfere with or divert in any way any customers served by the Bank at the Date of Termination. The Bank agrees that Executive may work for or advise, consult or otherwise serve with, directly or indirectly, any an entity whose business materially that competes with the depository, lending or other business activities of the Association and/or Bank as long as the Holding CompanyExecutive works in an office that is not in Maury County, Tennessee or a county contiguous thereto and does not advise, consult or have any direct involvement with the entity's activities within Maury County, Tennessee or a county contiguous thereto or with the commercial loan customers served by the Bank at the Date of Termination. The parties hereto, recognizing that irreparable injury will result to the Association and/or the Holding CompanyBank, its business and property in the event of Executive's breach of this Subsection 11(aI 0(a) agree that in the event of any such breach by Executive, the Association and/or the Holding Company Bank will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Section 8 hereofwith Bank, Executive's experience and capabilities are such that Executive can obtain employment in a business business, engaged in other lines and/or of a different nature than the Association and/or the Holding CompanyBank, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Association and/or the Holding Company Bank from pursuing any other remedies available to the Association and/or the Holding Company Bank for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination of Executive's employment hereunder pursuant to an Event hereunder, other than a termination, (whether voluntary or involuntary) in connection with a Change in Control, as a result of Termination as provided in which the Association is paying Executive benefits under Section 4 hereof6 of this Agreement, Executive agrees not to compete with the Association and/or the Holding Company for a period of one (1) year following such termination in within twenty-five (25) miles of any city, town existing branch of the Association or county in any subsidiary of the Company or within twenty-five (25) miles of any office for which the Association, the Company or a subsidiary of the Company or the Association and/or the Holding Company has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said area, cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Association and/or the Holding Company or subsidiary of the Association or Company. The parties hereto, recognizing that irreparable injury will result to the Association and/or the Holding Company, its business and property in the event of Executive's breach of this Subsection 11(a13(a) agree that in the event of any such breach by Executive, the Association and/or the Holding Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Section 8 hereof, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Association and/or the Holding Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Association and/or the Holding Company from pursuing any other remedies available to the Association and/or the Holding Company for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination of Executive's employment hereunder pursuant to an Event of Termination as provided in Section 4 hereof, Executive agrees not to compete with the Association and/or the Holding Company or its Subsidiaries for a period of one (1) year following such termination in any city, town or county in which the Association and/or Executive's normal business office is located and the Holding Company or any of its Subsidiaries has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Association and/or the Holding CompanyCompany or its Subsidiaries. The parties hereto, recognizing that irreparable injury will result to the Association and/or the Holding CompanyCompany or its Subsidiaries, its business and property in the event of Executive's breach of this Subsection 11(a10(a) agree that in the event of any such breach by Executive, the Association and/or the Holding Company or its Subsidiaries, will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with under the direction of Executive. Executive represents and admits that in the event of the termination of his her employment pursuant to Section 8 7 hereof, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Association and/or the Holding CompanyCompany or its Subsidiaries, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Association and/or the Holding Company or its Subsidiaries from pursuing any other remedies available to the Association and/or the Holding Company or its Subsidiaries for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination of Executive's employment hereunder pursuant to an Event hereunder, other than a termination, (whether voluntary or involuntary) in connection with a Change in Control, as a result of Termination as provided in which the Bank is paying Executive benefits under Section 4 hereof6 of this Agreement, Executive agrees not to compete with the Association Bank and/or the Holding Company for a period of one (1) year following such termination in within twenty-five (25) miles of any city, town existing branch of the Bank or county in any subsidiary of the Company or within twenty-five (25) miles of any office for which the Association and/or Bank, the Holding Company has an office or a Bank subsidiary of the Company has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said area, cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Association Bank and/or the Holding Company. The parties hereto, recognizing that irreparable injury will result to the Association Bank and/or the Holding Company, its business and property in the event of Executive's breach of this Subsection 11(a) agree that in the event of any such breach by Executive, the Association Bank and/or the Holding Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Section 8 hereof, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Association Bank and/or the Holding Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Association Bank and/or the Holding Company from pursuing any other remedies available to the Association Bank and/or the Holding Company for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination of Executive's employment hereunder pursuant to an Event of Termination as provided in Section 4 hereofof this Agreement, Executive agrees not to compete with the Association and/or the Holding Company or its Subsidiaries for a period of one (1) year following such termination in any city, town or the county in which the Association and/or the Holding Company has an Company's executive office or has filed an application for regulatory approval to establish an office, determined is located as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and countieslocation, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Association and/or the Holding CompanyCompany or its Subsidiaries. The parties hereto, recognizing that irreparable injury will result to the Association and/or the Holding CompanyCompany or its Subsidiaries, its business and property in the event of Executive's breach of this Subsection 11(a10(a) agree that in the event of any such breach by Executive, the Association and/or the Holding Company or its Subsidiaries, will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with under the direction of Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Section 8 4 hereof, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Association and/or the Holding CompanyCompany or its Subsidiaries, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Association and/or the Holding Company or its Subsidiaries from pursuing any other remedies available to the Association and/or the Holding Company or its Subsidiaries for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination of Executive's employment hereunder pursuant to an Event hereunder, other than a termination, (whether voluntary or involuntary) in connection with a Change in Control, as a result of Termination as provided in which the Company is paying Executive benefits under Section 4 hereof6 of this Agreement, Executive agrees not to compete with the Association and/or the Holding Company for a period of one (1) year following such termination in within twenty-five (25) miles of any city, town existing branch of the Association or county in any subsidiary of the Company or within twenty-five (25) miles of any office for which the Association, the Company or a Association and/or subsidiary of the Holding Company has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said area, cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Association and/or the Holding Company. The parties hereto, recognizing that irreparable injury will result to the Association and/or the Holding Company, its business and property in the event of Executive's breach of this Subsection 11(a) agree that in the event of any such breach by Executive, the Association and/or the Holding Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Section 8 hereof, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Association and/or the Holding Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Association and/or the Holding Company from pursuing any other remedies available to the Association and/or the Holding Company for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination of Executive's ’s employment hereunder pursuant to an Event hereunder, other than a termination (whether voluntary or involuntary) following a Change in Control, as a result of Termination as provided in which the Company is paying Executive benefits under Section 4 hereof6 of this Agreement, Executive agrees not to compete with the Association Bank and/or the Holding Company for a period of one (1) year following such termination in within twenty-five (25) miles of any city, town existing branch of the Bank or county in any subsidiary of the Company or within twenty-five (25) miles of any office for which the Association and/or Bank, the Holding Company has an office or a Bank subsidiary of the Company has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said area, cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Association Bank and/or the Holding Company. The parties hereto, recognizing that irreparable injury will result to the Association Bank and/or the Holding Company, its business and property in the event of Executive's ’s breach of this Subsection 11(a) agree that in the event of any such breach by Executive, the Association Bank and/or the Holding Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's ’s partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Section 8 hereof, Executive's ’s experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Association Bank and/or the Holding Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Association Bank and/or the Holding Company from pursuing any other remedies available to the Association Bank and/or the Holding Company for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination Executive recognizes that his duties will entail the receipt of Executive's employment hereunder pursuant to an Event Trade Secrets and Confidential Information as defined in this Section 6. Those Trade Secrets and Confidential Information have been developed by the Company at substantial cost and constitute valuable and unique property of Termination as provided in Section 4 hereofthe Company. Accordingly, the Executive acknowledges that protection of Trade Secrets and Confidential Information is a legitimate business interest. Executive agrees not to compete with the Association and/or Company during the Holding Company Employment Term and for a reasonable and limited period of one thereafter. Therefore, during the Employment Term and during the applicable Continuation Period thereafter (1) year following such termination in any cityor, town or county in which the Association and/or the Holding Company has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Association and/or the Holding Company. The parties hereto, recognizing that irreparable injury will result to the Association and/or the Holding Company, its business and property in the event of as termination for Cause by the Company or without Good Reason by the Executive's , a period of two (2) years following the Termination Date), the Executive shall not have an investment of $100,000.00 or more in a Competing Business (as defined herein) and shall not render personal services to any such Competing Business in any manner, including, without limitation, as owner, partner, director, trustee, officer, employee, consultant or advisor thereof. If the Executive shall breach of the covenants contained in this Subsection 11(a) agree Non-Competition provision, the Company shall have no further obligation to make any payment to the Executive pursuant to this Agreement and may recover from the Executive all such damages as it may be entitled to at law or in equity. In addition, the Executive acknowledges that in the event of any such breach by Executiveis likely to result in irreparable harm to the Company. The Company shall be entitled to specific performance of the covenants in this Section 6, the Association and/or the Holding Company will be entitledincluding entry of a temporary restraining order in state or federal court, preliminary and permanent injunctive relief against activities in violation of this Section 6, or both, or other appropriate judicial remedy, writ or order, in addition to any other remedies damages and damages available, legal expenses which the Company may be legally entitled to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executiverecover. Executive represents acknowledges and admits agrees that the covenants in this Section 6 shall be construed as agreements independent of any other provision of this Agreement or any other agreement between the event of the termination of his employment pursuant to Section 8 hereof, Company and Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Association and/or the Holding Company, and that the enforcement existence of a remedy any claim or cause of action by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting against the Association and/or the Holding Company from pursuing Company, whether predicated upon this Agreement or any other remedies available agreement, shall not constitute a defense to the Association and/or enforcement by the Holding Company of such covenants. The provisions of this subsection (d) shall not be applicable to Executive if Executive is terminated from employment without Cause or the Executive resigns from employment for such breach or threatened breach, including the recovery of damages from ExecutiveGood Reason.

Non-Competition. (a) Upon any termination of Executive's employment hereunder pursuant to an Event of Termination as provided in Section 4 hereofof this Agreement, Executive agrees not to compete with the Association and/or the Holding Company Institution or its Subsidiaries for a period of one (1) year following such termination in any city, town or the county in which the Association and/or the Holding Company has an Institution's executive office or has filed an application for regulatory approval to establish an office, determined is located as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and countieslocation, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Association and/or the Holding CompanyInstitution or its Subsidiaries. The parties hereto, recognizing that irreparable injury will result to the Association and/or the Holding CompanyInstitution or its Subsidiaries, its business and property in the event of Executive's breach of this Subsection 11(a10(a) agree that in the event of any such breach by Executive, the Association and/or the Holding Company Institution or its Subsidiaries, will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with under the direction of Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Section 8 4 hereof, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Association and/or the Holding CompanyInstitution or its Subsidiaries, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Association and/or the Holding Company Institution or its Subsidiaries from pursuing any other remedies available to the Association and/or the Holding Company Institution or its Subsidiaries for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination of Executive's employment hereunder pursuant to an Event hereunder, other than a termination, (whether by resignation, voluntary or involuntary) in connection with a Change in Control, as a result of Termination as provided in which the Bank is paying Executive benefits under Section 4 hereof6 of this Agreement, Executive agrees not to compete with the Association Bank and/or the Holding Company for a period of one (1) year following such termination in within twenty-five (25) miles of any city, town existing branch of the Bank or county in any subsidiary of the Company or within twenty-five (25) miles of any office for which the Association and/or Bank, the Holding Company has an office or a Bank subsidiary of the Company has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said area, cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Association Bank and/or the Holding Company. The parties hereto, recognizing that irreparable injury will result to the Association Bank and/or the Holding Company, its business and property in the event of Executive's breach of this Subsection 11(a) agree that in the event of any such breach by Executive, the Association Bank and/or the Holding Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Section 8 hereof, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Association Bank and/or the Holding Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Association Bank and/or the Holding Company from pursuing any other remedies available to the Association Bank and/or the Holding Company for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination of Executive's employment hereunder pursuant to an Event of Termination as provided in Section 4 hereofof this Agreement, Executive agrees not to compete with the Association and/or the Holding Company or its Subsidiaries for a period of one (1) year following such termination in any city, town or county in which the Association and/or Executive's normal business office is located and the Holding Company or any of its Subsidiaries has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Association and/or the Holding CompanyCompany or its subsidiaries. The parties hereto, recognizing that irreparable injury will result to the Association and/or the Holding CompanyCompany or its subsidiaries, its business and property in the event of Executive's breach of this Subsection 11(a10(a) agree that in the event of any such breach by Executive, the Association and/or the Holding Company or its subsidiaries, will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with under the direction of Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Section 8 hereof4 of this Agreement, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Association and/or the Holding CompanyCompany or its subsidiaries, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Association and/or the Holding Company or its subsidiaries from pursuing any other remedies available to the Association and/or the Holding Company or its subsidiaries for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination of ExecutiveEXECUTIVE's employment hereunder pursuant to an Event of Termination as provided in Section 4 hereof, Executive EXECUTIVE agrees not to compete with the Association BANK and/or the Holding Company COMPANY for the lesser of (i) the remaining term of the Agreement or (ii) a period of one (1) year following such termination in any city, town or county in which the Association BANK and/or the Holding Company COMPANY has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive EXECUTIVE agrees that during such period and within said cities, towns and counties, Executive EXECUTIVE shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Association BANK and/or the Holding CompanyCOMPANY. The parties hereto, recognizing that irreparable injury will result to the Association BANK and/or the Holding CompanyCOMPANY, its business and property in the event of ExecutiveEXECUTIVE's breach of this Subsection 11(a) agree that in the event of any such breach by ExecutiveEXECUTIVE, the Association BANK and/or the Holding Company COMPANY will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by ExecutiveEXECUTIVE, ExecutiveEXECUTIVE's partners, agents, servants, employers, employees and all persons acting for or with ExecutiveEXECUTIVE. Executive EXECUTIVE represents and admits that that, in the event of the termination of his employment pursuant to Section 8 4 hereof, ExecutiveEXECUTIVE's experience and capabilities are such that Executive EXECUTIVE can obtain employment in a business engaged in other lines and/or of a different nature than the Association BANK and/or the Holding CompanyCOMPANY, and that the enforcement of a remedy by way of injunction will not prevent Executive EXECUTIVE from earning a livelihood. Nothing herein will be construed as prohibiting the Association BANK and/or the Holding Company COMPANY from pursuing any other remedies available to the Association BANK and/or the Holding Company COMPANY for such breach or threatened breach, including the recovery of damages from ExecutiveEXECUTIVE.

Non-Competition. (a) Upon any termination of Executive's employment hereunder pursuant to an Event as a result of Termination as provided in which the Bank is paying Executive benefits under Section 4 hereof4, Executive agrees not to compete with the Association Bank and/or the Holding Company for a period of one (1) year following such termination in any city, town or county in which the Association Bank and/or the Holding Company has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Association Bank and/or the Holding Company. The parties hereto, recognizing that irreparable injury will result to the Association Bank and/or the Holding Company, its business and property in the event of Executive's breach of this Subsection 11(a9(a) agree that in the event of any such breach by Executive, the Association Bank and/or the Holding Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Section 8 hereof, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Association Bank and/or the Holding Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Association Bank and/or the Holding Company from pursuing any other remedies available to the Association Bank and/or the Holding Company for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination of Executive's employment hereunder pursuant to an Event of Termination as provided in Section 4 4(c) hereof, Executive agrees not to compete with the Association Bank and/or the Holding Company for a period of one (1I) year following such termination in any city, town or county in which the Association Bank and/or the Holding Company has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise othertwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Association Bank and/or the Holding Company. The parties hereto, recognizing that irreparable injury will result to the Association Bank and/or the Holding Company, its business and property properly in the event of Executive's breach of this Subsection 11(a10(a) agree that in the event of any such breach by Executive, the Association Bank and/or the Holding Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Section 8 Sections 4(c) hereof, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Association Bank and/or the Holding Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Association Bank and/or the Holding Company from pursuing any other remedies available to the Association Bank and/or the Holding Company for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination of Executive's employment hereunder pursuant to an Event of Termination as provided in Section 4 hereofof this Agreement, Executive agrees not to compete with the Association and/or the Holding Company or its Subsidiaries for a period of one (1) year following such termination in any city, town or county in which the Association and/or Executive's normal business office is located and the Holding Company or any of its Subsidiaries has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Association and/or the Holding CompanyCompany or its Subsidiaries. The parties hereto, recognizing that irreparable injury will result to the Association and/or the Holding CompanyCompany or its Subsidiaries, its business and property in the event of Executive's breach of this Subsection 11(a10(a) agree that in the event of any such breach by Executive, the Association and/or the Holding Company or its Subsidiaries, will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with under the direction of Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Section 8 hereof4 of this Agreement, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Association and/or the Holding CompanyCompany or its Subsidiaries, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Association and/or the Holding Company or its Subsidiaries from pursuing any other remedies available to the Association and/or the Holding Company or its Subsidiaries for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination of Executive's employment hereunder pursuant to an Event as a result of Termination as provided in which the Bank is paying Executive benefits under Section 4 hereof4, Executive agrees not to compete with the Association Bank and/or the Holding Company for a period of one (1) year following such termination in any city, town or county in which the Association Bank and/or the Holding Company has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Association Bank and/or the Holding Company. The parties hereto, recognizing that irreparable injury will result to the Association Bank and/or the Holding Company, its business and property in the event of Executive's breach of this Subsection 11(aSection 10(a) agree that in the event of any such breach by Executive, the Association Bank and/or the Holding Company will may be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Section 8 hereof, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Association Bank and/or the Holding Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Association Bank and/or the Holding Company from pursuing any other remedies available to the Association Bank and/or the Holding Company for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination of Executive's employment hereunder pursuant to an Event hereunder, other than a termination, (whether voluntary or involuntary) in connection with a Change in Control, as a result of Termination as provided in which the Association is paying Executive benefits under Section 4 hereofof this Agreement, Executive agrees not to compete with the Association and/or the Holding Company for a period of one (1) year following such termination in within twenty-five (25) miles of any city, town existing branch of the Association or county in any subsidiary of the Company or within twenty-five (25) miles of any office for which the Association and/or Association, the Holding Company has an office or a subsidiary of the Company has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said area, cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Association and/or the Holding Company. The parties hereto, recognizing that irreparable injury will result to the Association and/or the Holding Company, its business and property in the event of Executive's breach of this Subsection 11(a9(a) agree that in the event of any such breach by Executive, the Association and/or the Holding Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Section 8 hereof, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Association and/or the Holding Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Association and/or the Holding Company from pursuing any other remedies available to the Association and/or the Holding Company for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination of Executive's employment hereunder pursuant to an Event of Termination as provided in Section 4 4(c) hereof, Executive agrees not to compete with the Association Bank and/or the Holding Company for a period of one (1) year following such termination in any city, town or county in which the Association Bank and/or the Holding Company has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. : Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Association Bank and/or the Holding Company. The parties hereto, recognizing that irreparable injury will result to the Association Bank and/or the Holding Company, its business and property in the event of Executive's breach of this Subsection 11(a10(a) agree that in the event of any such breach by Executive, the Association Bank and/or the Holding Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that in the event of the termination of his her employment pursuant to Section 8 Sections 4(c) hereof, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Association Bank and/or the Holding Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Association Bank and/or the Holding Company from pursuing any other remedies available to the Association Bank and/or the Holding Company for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination of Executive's Executives employment hereunder pursuant to an Event hereunder, other than a termination, (whether voluntary or involuntary) in connection with a Change in Control, as a result of Termination as provided in which the Bank is paying Executive benefits under Section 4 hereofof this Agreement, Executive agrees not to compete with the Association Bank and/or the Holding Company for a period of one (1) year following such termination in within twenty-five (25) miles of any city, town existing branch of the Bank or county in any subsidiary of the Company or within twenty-five (25) miles of any office for which the Association and/or Bank, the Holding Company has an office or a bank subsidiary of the Company has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said area, cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Association Bank and/or the Holding Company. The parties hereto, recognizing that irreparable injury will result to the Association Bank and/or the Holding Company, its business and property in the event of Executive's Executives breach of this Subsection 11(a9(a) agree that in the event of any such breach by Executive, the Association Bank and/or the Holding Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's Executives partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Section 8 hereof, Executive's Executives experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Association Bank and/or the Holding Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Association Bank and/or the Holding Company from pursuing any other remedies available to the Association Bank and/or the Holding Company for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination of Executive's ’s employment hereunder pursuant hereunder, and subject to an Event of Termination as provided in Section 4 hereofthe Company’s compliance with its promises to Executive contained herein, Executive agrees not to compete with the Association and/or the Holding Company for a period of one twelve (112) year months following such termination in any city, town or county those states within the United States and those countries outside the United States in which the Association and/or Company conducts business (the Holding Company has an office or has filed an application for regulatory approval to establish an office, determined as of “Restricted Area”); provided that the effective date of such termination, except as agreed to pursuant to a resolution duly adopted ownership by the BoardExecutive of less than five percent (5%) of a publicly-traded class of securities shall not be deemed a violation of this Section 7. Executive agrees that during such period and within said cities, towns and countiesthe Restricted Area, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Association and/or the Holding Company. The parties CHANGE OF CONTROL AND SEVERANCE AGREEMENT XXXXXX X. XXXXXX -6- hereto, recognizing that irreparable injury will result to the Association and/or the Holding Company, its business and property in the event of Executive's ’s breach of this Subsection 11(a) Section 7 agree that in the event of any such breach by Executive, the Association and/or the Holding Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Section 8 hereofemployment, Executive's ’s experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Association and/or the Holding Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Association and/or the Holding Company from pursuing any other remedies available to the Association and/or the Holding Company for such breach or threatened breach, including the recovery of damages from Executive. The terms of the Digital River Employee Covenant Not to Compete are subject to and controlled by the terms of this Agreement. If the Executive is required to take steps to enforce this Agreement against the Company, and the Company agrees to or is ordered to fully or partially comply with this Agreement, the Executive shall be entitled to receive from the Company reasonable attorneys’ fees, costs and disbursements, in addition to any other relief to which the Executive is entitled.

Non-Competition. (a) Upon any termination of Executive's employment hereunder pursuant to an Event hereunder, other than a termination, (whether voluntary or involuntary) in connection with a Change in Control, as a result of Termination as provided in which the Association is paying Executive benefits under Section 4 hereofof this Agreement, Executive agrees not to compete with the Association and/or the Holding Company for a period of one (1) year following such termination in within twenty-five (25) miles of any city, town existing branch of the Association or county in any subsidiary of the Company or within twenty-five (25) miles of any office for which the Association and/or Association, the Holding Company has an office or a bank subsidiary of the Company has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said area, cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Association and/or the Holding Company. The parties hereto, recognizing that irreparable injury will result to the Association and/or the Holding Company, its business and property in the event of Executive's breach of this Subsection 11(a9(a) agree that in the event of any such breach by Executive, the Association and/or the Holding Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Section 8 hereof, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Association and/or the Holding Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Association and/or the Holding Company from pursuing any other remedies available to the Association and/or the Holding Company for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination of Executive's employment hereunder pursuant to an Event as a result of Termination as provided in which the Association is paying Executive benefits under Section 4 hereofof this Agreement, Executive agrees not to compete with the Association Bank and/or the Holding Company for a period of one (1) year following such termination in any city, town or county in which the Association Bank and/or the Holding Company has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Association Bank and/or the Holding Company. The parties hereto, recognizing that irreparable injury will result to the Association Bank and/or the Holding Company, its business and property in the event of Executive's breach of this Subsection 11(a9(a) agree that in the event of any such breach by Executive, the Association Bank and/or the Holding Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Section 8 hereof, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Association Bank and/or the Holding Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Association Bank and/or the Holding Company from pursuing any other remedies available to the Association Bank and/or the Holding Company for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination of Executive's employment hereunder pursuant to an Event of Termination as provided in Section 4 hereof, Executive agrees not to compete with the Association and/or the Holding Company or its Subsidiaries for a period of one (1) year following such termination in any city, town or county in which the Association and/or Executive' s normal business office is located and the Holding Company or any of its Subsidiaries has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Association and/or the Holding CompanyCompany or its Subsidiaries. The parties hereto, recognizing that irreparable injury will result to the Association and/or the Holding CompanyCompany or its Subsidiaries, its business and property in the event of Executive's breach of this Subsection 11(a10(a) agree that in the event of any such breach by Executive, the Association and/or the Holding Company or its Subsidiaries, will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with under the direction of Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Section 8 7 hereof, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Association and/or the Holding CompanyCompany or its Subsidiaries, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. In addition, Executive shall not, for a period of one year after the termination of this Agreement, engage any person employed by the Holding Company or its subsidiaries in an employment or contractual relationship with Executive, Executive's own employer or any other business concern without the written permission of the Chief Executive Officer of the Holding Company. Notwithstanding the foregoing, the Executive's obligations under this subsection 10(a) shall terminate upon the occurrence of either of the following events: (i) a Change in Control or (ii) an Event of Termination. Nothing herein will be construed as prohibiting the Association and/or the Holding Company or its Subsidiaries from pursuing any other remedies available to the Association and/or the Holding Company or its Subsidiaries for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination of Executive's employment hereunder pursuant to an Event of Termination as provided in Section 4 hereof, Executive agrees not to compete with the Association Bank and/or the Holding Company for a period of one (1) year following such termination in any city, town or county in which the Association Bank and/or the Holding Company has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Association Bank and/or the Holding Company. The parties hereto, recognizing that irreparable injury will result to the Association Bank and/or the Holding Company, its business and property in the event of Executive's breach of this Subsection 11(a10(a) agree that in the event of any such breach by Executive, the Association Bank and/or the Holding Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Section 8 7 hereof, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Association Bank and/or the Holding Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Association Bank and/or the Holding Company from pursuing any other remedies available to the Association Bank and/or the Holding Company for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination of Executive's employment hereunder pursuant to an Event hereunder, other than a termination (whether voluntary or involuntary) following a Change in Control), as a result of Termination as provided in which the Company is paying Executive benefits under Section 4 hereof6 of this Agreement, Executive agrees not to compete with the Association Bank and/or the Holding Company for a period of one (1) year following such termination in within twenty-five (25) miles of any city, town existing branch of the Bank or county in any subsidiary of the Company or within twenty-five (25) miles of any office for which the Association and/or Bank, the Holding Company has an office or a Bank subsidiary of the Company has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said area, cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Association Bank and/or the Holding Company. The parties hereto, recognizing that irreparable injury will result to the Association Bank and/or the Holding Company, its business and property in the event of Executive's breach of this Subsection 11(a12(a) agree that in the event of any such breach by Executive, the Association Bank and/or the Holding Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Section 8 hereof, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Association Bank and/or the Holding Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Association Bank and/or the Holding Company from pursuing any other remedies available to the Association Bank and/or the Holding Company for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination of Executive's employment hereunder pursuant to an Event of Termination as provided in Section 4 hereofof this Agreement, Executive agrees not to compete with the Association and/or the Holding Company Bank or Forward Financial for a period of one (1) year following such termination in any city, town or county in which the Association and/or Executive's normal business office is located and the Holding Company Bank or Forward Financial has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Association and/or the Holding CompanyBank and Forward Financial. The parties hereto, recognizing that irreparable injury will result to the Association and/or the Holding CompanyBank, its business and property in the event of Executive's breach of this Subsection 11(a10(a) agree that in the event of any such breach by Executive, the Association and/or the Holding Company Bank will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with under the direction of Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Section 8 hereof4 of this Agreement, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Association and/or the Holding CompanyBank, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Association and/or the Holding Company Bank from pursuing any other remedies available to the Association and/or the Holding Company for such breach or threatened breach, including the recovery of damages from Executive.other

Non-Competition. (a) Upon any termination of Executive's employment hereunder pursuant to an Event of Termination as provided in Section 4 hereofof this Agreement, Executive agrees not to compete with the Association and/or the Holding Company or its Subsidiaries for a period of one (1) year following such termination in any city, town or county in which the Association and/or Executive's normal business office is located and the Holding Company or any of its Subsidiaries has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Association and/or the Holding CompanyCompany or its Subsidiaries. The parties hereto, recognizing that irreparable injury will result to the Association and/or the Holding CompanyCompany or its Subsidiaries, its business and property in the event of Executive's breach of this Subsection 11(a10(a) agree that in the event of any such breach by Executive, the Association and/or the Holding Company or its Subsidiaries, will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with under the direction of Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Section 8 4 hereof, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Association and/or the Holding CompanyCompany or its Subsidiaries, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Association and/or the Holding Company or its Subsidiaries from pursuing any other remedies available to the Association and/or the Holding Company for such breach or threatened breach, including the recovery of damages from Executive.Holding

Non-Competition. (a) Upon any termination of Executive's ’s employment hereunder pursuant to an Event hereunder, other than a termination (whether by resignation, voluntary or involuntary) in connection with a Change in Control, as a result of Termination as provided in which the Bank is paying Executive benefits under Section 4 hereof0 of this Agreement, Executive agrees not to compete with the Association Bank and/or the Holding Company for a period of one (1) year following such termination in within twenty-five (25) miles of any city, town existing branch of the Bank or county in any subsidiary of the Company or within twenty-five (25) miles of any office for which the Association and/or Bank, the Holding Company has an office or a Bank subsidiary of the Company has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said area, cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Association Bank and/or the Holding Company. The parties hereto, recognizing that irreparable injury will result to the Association Bank and/or the Holding Company, its business and property in the event of Executive's ’s breach of this Subsection 11(a) agree that in the event of any such breach by Executive, the Association Bank and/or the Holding Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's ’s partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Section 8 hereof, Executive's ’s experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Association Bank and/or the Holding Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Association Bank and/or the Holding Company from pursuing any other remedies available to the Association Bank and/or the Holding Company for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination of Executive's employment hereunder pursuant In consideration for payments made under this Agreement, including but not limited to an Event of Termination as provided in Section 4 hereofParagraphs 3 and 4, Executive agrees not to compete with the Association and/or the Holding Company that he will not, for a period of one Two (12) year following such termination years after his Employment with the Company, establish a relationship with a competitor (including but not limited to an employment or consulting relationship) or engage in any city, town activity which is in conflict with or county in which adverse to the Association and/or the Holding Company has an office or has filed an application for regulatory approval to establish an office, determined as interest of the effective date of such terminationCompany, except as agreed to pursuant to a resolution duly adopted defined on the Effective Date by the BoardAT&T Non-Competition Guideline (hereinafter referred to as a "Competitive Activity"). Executive agrees recognizes that during such period this obligation includes, and within said citiesis not limited to, towns and counties, Executive an agreement that he shall not work for a competitor of AT&T Corp. as an executive, consultant, independent contractor or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Association and/or the Holding Company. The parties hereto, recognizing that irreparable injury will result to the Association and/or the Holding Company, its business and property in the event of Executive's breach of this Subsection 11(a) agree that in the event of any such breach by Executive, the Association and/or the Holding Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting capacity for or with Executive. Executive represents and admits that in the event a period of Two (2) years following the termination of his employment pursuant with the Company, regardless of whether Executive or the Company terminates the employment relationship. In addition to Section 8 Executive's obligations outlined in paragraph 10 of this Agreement, any and all payments (except those made from Company-sponsored tax-qualified pension or welfare plans), benefits or other entitlements to which Executive may be eligible in accordance with the terms hereof, may be forfeited, whether or not in pay status, at the discretion of the Company, if Executive engages in Competitive Activity for a period of Two (2) years following termination of his Employment from the Company, regardless of whether Executive or the Company terminates the employment relationship. The payments, benefits and other entitlements hereunder are being made in part in consideration of the obligations of this paragraph 10 and in particular the post-employment payments, benefits and other entitlements are being made in consideration of, and dependent upon compliance with this paragraph. This paragraph shall apply notwithstanding any other provision of this Agreement. No forfeiture or cancellation shall take place under paragraph 10 with respect to any payments, benefits or entitlements hereunder or under any other award agreement, plan or practice unless the Company shall have first given Executive written notice of its intent to so forfeit, or cancel or pay out and Executive has not immediately ceased such Competitive Activity, provided that the foregoing prior notice procedure shall not be required with respect to a Competitive Activity which Executive initiated after the Company had informed Executive in writing that it believed such Competitive activity violated this paragraph 10 or the AT&T Non-Competition Guideline and it shall not be applicable to Executive's experience and capabilities are obligation to refrain from criticizing, denigrating or otherwise speaking adversely or disclosing negative information about the Company. Nothing in this paragraph 10 shall prohibit Executive from being a passive owner of not more than ten percent (10%) of the outstanding common stock, capital stock and/or equity of any firm, corporation or enterprise so long as Executive has no active participation in the management of business of such firm, corporation or enterprise. Provided, however, that Executive can obtain may own no more than three percent (3%) of the outstanding common stock, capital stock and/or equity of any firm, corporation or enterprise that is a competitor of the Company as of the Effective Date so long as his ownership of a competitor or competitors does not comprise in the aggregate more than ten percent (10%) of his net worth as of the Effective Date and so long as Executive has no active participation in the management of business of such firm, corporation or enterprise. Moreover, Executive agrees that during his employment with the Company he will not increase his ownership in a any competitor in which he holds more than one percent (1%) of the outstanding common stock, capital stock and/or equity as of the Effective Date nor will he acquire during his employment an ownership interest of more than one percent (1%) in any competitor in which he does not hold an ownership interest of more than one percent (1%) as of the Effective Date. A competitor is an enterprise or business who is engaged in other lines and/or or has announced its intention to engage in, any of the businesses engaged in by the Company that comprise or will comprise more than two percent (2%) of both the Company and the competitor's revenue. If the restrictions stated herein are found by a different nature than court or an arbitrator to be unreasonable, the Association and/or Parties agree that the Holding Companymaximum period, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area and that the enforcement of a remedy court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Association and/or the Holding Company from pursuing any other remedies available to the Association and/or the Holding Company for such breach or threatened breach, including the recovery of damages from Executivelaw.

Non-Competition. (a) Upon any termination of Executive's employment hereunder pursuant to an Event of Termination as provided in Section 4 hereofof this Agreement, Executive agrees not to compete with the Association and/or the Holding Company or its Subsidiaries for a period of one (1) year following such termination in any city, town or county in which the Association and/or Executive's normal business office is located and the Holding Company or any of its Subsidiaries has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Association and/or the Holding CompanyCompany or its Subsidiaries. The parties hereto, recognizing that irreparable injury will result to the Association and/or the Holding CompanyCompany or its Subsidiaries, its business and property in the event of Executive's breach of this Subsection 11(a10(a) agree that in the event of any such breach by Executive, the Association and/or the Holding Company or its Subsidiaries, will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with under the direction of Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Section 8 4 hereof, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Association and/or the Holding CompanyCompany or its Subsidiaries, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Association and/or the Holding Company or its Subsidiaries from pursuing any other remedies available to the Association and/or the Holding Company or its Subsidiaries for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination of Executive's employment hereunder pursuant to an Event of Termination as provided (whether voluntary or involuntary), other than a termination (whether voluntary or involuntary) in Section 4 hereofconnection with a Change in Control, Executive agrees not to compete with the Association and/or Bank and the Holding Company for a period of one two (12) year years following such termination in within one hundred (100) miles of any cityexisting branch of the Bank, town the Bank's subsidiaries, or county in any subsidiary of the Company, or within one hundred (100) miles of any office for which the Association and/or Bank, the Holding Bank's subsidiaries, the Company has an office or a bank subsidiary of the Company has filed an application for regulatory approval to establish an officeapproval, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Association and/or Bank or the Holding Company. The parties hereto, recognizing that irreparable injury will result to the Association and/or Bank or the Holding Company, its business and property in the event of Executive's breach of this Subsection 11(a9(a) agree that in the event of any such breach by Executive, the Association and/or Bank and the Holding Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Section 8 hereof, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Association and/or Bank or the Holding Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Association and/or Bank or the Holding Company from pursuing any other remedies available to the Association and/or Bank or the Holding Company for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination of Executive's employment hereunder pursuant to an Event hereunder, other than a termination, (whether voluntary or involuntary) in connection with a Change in Control, as a result of Termination as provided in which the Association is paying Executive benefits under Section 4 hereof6 of this Agreement, Executive agrees not to compete with the Association and/or the Holding Company for a period of one four (14) year months following such termination in within twenty-five (25) miles of any city, town existing branch of the Association or county in any subsidiary of the Company or within twenty-five (25) miles of any office for which the Association, the Company or a subsidiary of the Company or the Association and/or the Holding Company has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said area, cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Association and/or the Holding Company or subsidiary of the Association or Company. The parties hereto, recognizing that irreparable injury will result to the Association and/or the Holding Company, its business and property in the event of Executive's breach of this Subsection 11(a13(a) agree that in the event of any such breach by Executive, the Association and/or the Holding Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Section 8 hereof, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Association and/or the Holding Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Association and/or the Holding Company from pursuing any other remedies available to the Association and/or the Holding Company for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination of Executive's employment hereunder pursuant to an Event of Termination as provided in Section 4 hereof, Executive agrees not to compete with the Association and/or the Holding Company or its Subsidiaries for a period of one (1) year following such termination in any city, town or county in which the Association and/or Executive's normal business office is located and the Holding Company or any of its Subsidiaries has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Association and/or the Holding CompanyCompany or its Subsidiaries. The parties hereto, recognizing that irreparable injury will result to the Association and/or the Holding CompanyCompany or its Subsidiaries, its business and property in the event of Executive's breach of this Subsection 11(a10(a) agree that in the event of any such breach by Executive, the Association and/or the Holding Company or its Subsidiaries, will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with under the direction of Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Section 8 7 hereof, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Association and/or the Holding CompanyCompany or its Subsidiaries, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. In addition, Executive shall not, for a period of one year after the termination of this Agreement, engage any person employed by the Holding Company or its subsidiaries in an employment or contractual relationship with Executive, Executive's own employer or any other business concern without the written permission of the Chief Executive Officer of the Holding Company. Notwithstanding the foregoing, the Executive's obligations under this subsection 10(a) shall terminate upon the occurrence of either of the following events: (i) a Change in Control or (ii) an Event of Termination. Nothing herein will be construed as prohibiting the Association and/or the Holding Company or its Subsidiaries from pursuing any other remedies available to the Association and/or the Holding Company or its Subsidiaries for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination of Executive's employment hereunder pursuant to an Event hereunder, other than a termination (whether voluntary or involuntary) in connection with a Change in Control), as a result of Termination as provided in which the Company is paying Executive benefits under Section 4 hereof6 of this Agreement, Executive agrees not to compete with the Association and/or the Holding Company for a period of one (1) year following such termination in within twenty-five (25) miles of any city, town existing branch of the Association or county in any subsidiary of the Company or within twenty-five (25) miles of any office for which the Association, the Company or a Association and/or subsidiary of the Holding Company has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said area, cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Association and/or the Holding Company. The parties hereto, recognizing that irreparable injury will result to the Association and/or the Holding Company, its business and property in the event of Executive's breach of this Subsection 11(a12(a) agree that in the event of any such breach by Executive, the Association and/or the Holding Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Section 8 hereof, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Association and/or the Holding Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Association and/or the Holding Company from pursuing any other remedies available to the Association and/or the Holding Company for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination of Executive's employment hereunder pursuant to an Event of Termination as provided in Section 4 hereof, Executive agrees not to compete with the Association and/or the Holding Company for a period of one (1) year following such termination in any city, town or county in which the Association and/or the Holding Company has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Association and/or the Holding Company. The parties hereto, recognizing that irreparable injury will result to the Association and/or the Holding Company, its business and property in the event of Executive's breach of this Subsection 11(a) agree that in the event of any such breach by Executive, the Association and/or the Holding Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that in the event of the termination of his her employment pursuant to Section 8 hereof, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Association and/or the Holding Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Association and/or the Holding Company from pursuing any other remedies available to the Association and/or the Holding Company for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination For the period beginning with the execution of Executive's employment hereunder pursuant to an Event this Non-Competition Agreement and ending one year following the effective date of Termination as provided in Section 4 hereofthe Merger, Executive Reinemeyer hereby agrees not to compete with the Association and/or the Holding Company for a period of one (1) year following such termination UBI or its Affiliates in any city, town or county in which the Association and/or the Holding Company UBI or its Affiliates has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such terminationthe Merger, except as agreed to pursuant to a resolution duly adopted by the BoardBoard of Directors of UBI. Executive Reinemeyer agrees that during such period and within said cities, towns and counties, Executive Reinemeyer shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business banking activities of the Association and/or the Holding CompanyUBI or its Affiliates. The parties hereto, recognizing that irreparable injury will result to the Association and/or the Holding CompanyUBI or its Affiliates, its business and property in the event of ExecutiveReinemeyer's breach of this Subsection 11(a) Non-Competition Agreement agree that in the event of any such breach by ExecutiveReinemeyer, the Association and/or the Holding Company UBI or its Affiliates, will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by ExecutiveReinemeyer, ExecutiveReinemeyer's partners, agents, servants, employers, employees and all persons acting for or with Executiveunder the direction of Reinemeyer. Executive Reinemeyer hereby represents and admits that in the event of the termination of his employment pursuant to Section 8 hereof, Executive's experience and capabilities are such that Executive he can obtain employment in a business engaged in other lines and/or of a different nature than the Association and/or depository, lending or other banking activities of UBI or its Affiliates, it being understood that the Holding Companysale of real estate or travel agency services would not be deemed employment that would be in competition with the depository, lending or other banking activities of UBI or its Affiliates, and that the enforcement of a remedy by way of injunction will not prevent Executive Reinemeyer from earning a livelihood. Nothing herein will be construed as prohibiting the Association and/or the Holding Company UBI or its Affiliates from pursuing any other remedies available to the Association and/or the Holding Company UBI or its Affiliates for such breach or threatened breach, including the recovery of damages from ExecutiveReinemeyer.

Non-Competition. (a) Upon any termination of Executive's employment hereunder pursuant to an Event hereunder, other than a termination, (whether voluntary or involuntary) in connection with a Change in Control, as a result of Termination as provided in which the Association is paying Executive benefits under Section 4 hereof6 of this Agreement, Executive agrees not to compete with the Association and/or the Holding Company for a period of one (1) year following such termination in within twenty-five (25) miles of any city, town existing branch of the 7 Association or county in any subsidiary of the Company or within twenty-five (25) miles of any office for which the Association, the Company or a Association and/or subsidiary of the Holding Company has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said area, cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Association and/or the Holding Company. The parties hereto, recognizing that irreparable injury will result to the Association and/or the Holding Company, its business and property in the event of Executive's breach of this Subsection 11(a) agree that in the event of any such breach by Executive, the Association and/or the Holding Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Section 8 hereof, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Association and/or the Holding Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Association and/or the Holding Company from pursuing any other remedies available to the Association and/or the Holding Company for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination of Executive's employment hereunder pursuant to an Event hereunder, other than a termination (whether by resignation, voluntary or involuntary) in connection with a Change in Control, as a result of Termination as provided in which the Bank is paying Executive benefits under Section 4 hereof0 of this Agreement, Executive agrees not to compete with the Association Bank and/or the Holding Company for a period of one (1) year following such termination in within twenty-five (25) miles of any city, town existing branch of the Bank or county in any subsidiary of the Company or within twenty-five (25) miles of any office for which the Association and/or Bank, the Holding Company has an office or a Bank subsidiary of the Company has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said area, cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Association Bank and/or the Holding Company. The parties hereto, recognizing that irreparable injury will result to the Association Bank and/or the Holding Company, its business and property in the event of Executive's breach of this Subsection 11(a) agree that in the event of any such breach by Executive, the Association Bank and/or the Holding Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Section 8 hereof, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Association Bank and/or the Holding Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Association Bank and/or the Holding Company from pursuing any other remedies available to the Association Bank and/or the Holding Company for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. Seller recognizes that: (a) Upon any termination Buyer's entering into this Agreement is induced primarily because of Executivethe covenants and assurances made by Seller; (b) Seller's employment hereunder pursuant to an Event of Termination as provided in Section 4 hereof, Executive agrees covenant not to compete is necessary to ensure the continuation of the business to be purchased by Buyer hereunder; and (c) irreparable harm and damage will be done to Buyer and Buyer's affiliates in the event that Seller competes with Buyer or Buyer's affiliates within the Association and/or the Holding Company area or areas contained in this Section. Seller therefore agrees for a period of one (1) year following such termination in the Closing Date that neither Seller nor any city, town or county in which the Association and/or the Holding Company has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve withPerson controlled, directly or indirectly, by Seller will compete directly with Company in the production, marketing, sale, service or maintenance of any entity whose business materially competes with the depository, lending or other business activities of the Association and/or products or services produced, marketed, sold, serviced or maintained by Company as of the Holding Companydate of this Agreement (the "Antrim Products and Services") anywhere within the United States of America, Canada or Mexico. The parties heretoNothing in this provision shall prevent Seller or any of its Affiliates from continuing any line of business in which it or they are now engaged or from continuing the production, recognizing marketing, sale, service or maintenance of any product or service produced, marketed, sold, serviced or maintained by Seller or any of its Affiliates as of the date of this Agreement. Seller acknowledges that irreparable injury will result to the Association and/or the Holding Company, its business and property in the event of Executive's remedy at law for any breach or threatened breach of the provisions of this Subsection 11(a) agree that in the event of any such breach Section 7.2 by Executive, the Association and/or the Holding Company Seller will be entitledinadequate, and that, accordingly, Buyer shall, in addition to any all other remedies available remedies, be entitled to injunctive relief, without being required to post bond or other security and damages available, without having to an injunction to restrain prove the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that in the event inadequacy of the termination available remedies at law. Seller agrees not to plead or defend on any grounds of his employment pursuant adequate remedy at law or any similar defense in any action by Buyer against it for injunctive relief or for specific performance of any of its obligations under this Section. Notwithstanding anything to the contrary in this Section 8 hereof7.2, Executive's experience nothing herein shall prohibit Seller or any of its Affiliates from entering into joint ventures, partnerships, joint marketing arrangements, distributorship arrangements, value-added reseller arrangements or similar arrangements with one or more third parties whose products or services are in competition with Antrim Products and capabilities are Services or to market, sell, service or maintain any products or services of any such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Association and/or the Holding Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihoodthird party. Nothing contained herein will shall be construed as prohibiting the Association and/or the Holding Company Buyer from pursuing any other remedies available to the Association and/or the Holding Company for such breach or threatened breach. Notwithstanding anything herein to the contrary, including this Section 7.2 shall not survive an arms'-length bona fide transaction involving the recovery sale by Seller of damages from Executivesubstantially all of its assets, the sale, in any one or series of related transactions, of more than 50% of its voting securities, or an initial public offering.

Non-Competition. (a) Upon any termination of Executive's employment hereunder pursuant to an Event hereunder, other than a termination, (whether voluntary or involuntary) in connection with a Change in Control, as a result of Termination as provided in which the Company is paying Executive benefits under Section 4 hereof6 of this Agreement, Executive agrees not to compete with the Association and/or the Holding Company for a period of one (1) year following such termination in within twenty-five (25) miles of any city, town existing branch of the Association or county in any subsidiary of the Company or within twenty-five (25) miles of any office for which the Association, the Company or a Association and/or subsidiary of the Holding Company has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said area, cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Association and/or the Holding Company. The parties hereto, recognizing that irreparable injury will result to the Association and/or the Holding Company, its business and property in the event of Executive's breach of this Subsection 11(a12(a) agree that in the event of any such breach by Executive, the Association and/or the Holding Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Section 8 hereof, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Association and/or the Holding Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Association and/or the Holding Company from pursuing any other remedies available to the Association and/or the Holding Company for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination of Executive's employment hereunder pursuant to an Event hereunder, other than a termination, (whether voluntary or involuntary) in connection with a Change in Control, as a result of Termination as provided in which the Association is paying Executive benefits under Section 4 hereofof this Agreement, Executive agrees not to compete with the Association Bank and/or the Holding Company for a period of one (1) year following such termination in within twenty-five (25) miles of any cityexisting branch of the Bank or any bank subsidiary of the Company, town or county in within twenty-five (25) miles of any office for which the Association and/or Bank, the Holding Company has an office or a bank subsidiary of the Company has filed an application for regulatory approval to establish an officeapproval, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Association Bank and/or the Holding Company. The parties hereto, recognizing that irreparable injury will result to the Association Bank and/or the Holding Company, its business and property in the event of Executive's breach of this Subsection 11(a9(a) agree that in the event of any such breach by Executive, the Association Bank and/or the Holding Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Section 8 hereof, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Association Bank and/or the Holding Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Association Bank and/or the Holding Company from pursuing any other remedies available to the Association Bank and/or the Holding Company for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination of Executive's employment hereunder pursuant to an Event of Termination as provided in Section 4 hereof, Executive agrees not to compete with the Association and/or the Holding Company Institution for a period of one (1) year following such termination in any city, town or county in which the Association and/or Executive's normal business office is located and the Holding Company Institution has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Association and/or the Holding CompanyInstitution. The parties hereto, recognizing that irreparable injury will result to the Association and/or the Holding CompanyInstitution, its business and property in the event of Executive's breach of this Subsection 11(asubsection 10(a) agree that in the event of any such breach by Executive, the Association and/or the Holding Company Institution, will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with under the direction of Executive. In addition, Executive represents and admits that in the event shall not, for a period of one year after the termination of his this Agreement, engage any person employed by the Holding Company or the Institution in an employment pursuant to Section 8 hereofor contractual relationship with Executive, Executive's experience and capabilities are such that own employer or any other business concern without the written permission of the Chief Executive can obtain employment in a business engaged in other lines and/or Officer of a different nature than the Association and/or the Holding CompanyCompany or the Institution. Notwithstanding the foregoing, and that the enforcement Executive's obligations under this subsection 10(a) shall terminate upon the occurrence of either of the following events: (i) a remedy by way Change in Control or (ii) an Event of injunction will not prevent Executive from earning a livelihoodTermination. Nothing herein will be construed as prohibiting the Association and/or the Holding Company Institution from pursuing any other remedies available to the Association and/or the Holding Company Institution for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination of Executive's employment hereunder pursuant to an Event of Termination as provided in Section 4 hereofhereunder, Executive agrees not to compete with the Association Bank and/or the Holding Company for a period of one (1) year following such termination in any city, town or county in which the Association Bank and/or the Holding Company has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as otherwise agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Association Bank and/or the Holding Company. The parties hereto, recognizing that irreparable injury will result to the Association Bank and/or the Holding Company, its business and property in the event of Executive's breach of this Subsection 11(a12(a) agree that in the event of any such breach by Executive, the Association Bank and/or the Holding Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Section 8 hereoffor Cause, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Association Bank and/or the Holding Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Association Bank and/or the Holding Company from pursuing any other remedies available to the Association Bank and/or the Holding Company for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination of the Executive's employment hereunder pursuant as a result of which the Bank is paying the Executive benefits under Section 4, other than a termination coincident to an Event or following a Change in Control of Termination the Bank or the Company within the meaning of the Home Owners' Loan Act, as provided in Section 4 hereofamended ("HOLA"), the Executive agrees not to compete with the Association Bank and/or the Holding Company for a period of one (1) year following such termination in any city, town or county in which the Association Bank and/or the Holding Company has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. The Executive agrees that during such period and within said cities, towns and counties, the Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Association Bank and/or the Holding Company. The parties hereto, recognizing that irreparable injury will result to the Association Bank and/or the Holding Company, its business and property in the event of the Executive's breach of this Subsection 11(aSection 9(a) agree that in the event of any such breach by the Executive, the Association Bank and/or the Holding Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by the Executive, the Executive's partners, agents, servants, employers, employees and all persons acting for or with the Executive. The Executive represents and admits that in the event of the termination of his employment pursuant to Section 8 hereof, Executive's experience and capabilities are such that the Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Association Bank and/or the Holding Company, and that the enforcement of a remedy by way of injunction will not prevent the Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Association Bank and/or the Holding Company from pursuing any other remedies available to the Association Bank and/or the Holding Company for such breach or threatened breach, including the recovery of damages from the Executive.

Non-Competition. (a) Upon any termination of Executive's employment hereunder pursuant to an Event as a result of Termination as provided in Section 4 hereofwhich the Association is paying Executive benefits under Sections 4(a)(i) or (ii) of this Agreement, Executive agrees not to compete with the Association Bank and/or the Holding Company for a period of one (1) year following such termination in any city, town or county in which the Association Bank and/or the Holding Company has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Association Bank and/or the Holding Company. The parties hereto, recognizing that irreparable injury will result to the Association Bank and/or the Holding Company, its business and property in the event of Executive's breach of this Subsection 11(a9(a) agree that in the event of any such breach by Executive, the Association Bank and/or the Holding Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Section 8 hereof, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Association Bank and/or the Holding Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Association Bank and/or the Holding Company from pursuing any other remedies available to the Association Bank and/or the Holding Company for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination of Executive's employment hereunder pursuant to an Event of Termination as provided in Section 4 hereof, Executive agrees not to compete with the Association Savings Bank and/or the Holding Company for a period of one (1) year following such termination in any city, town or county in which the Association Savings Bank and/or the Holding Company has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Association Savings Bank and/or the Holding Company. The parties hereto, recognizing that irreparable injury will result to the Association Savings Bank and/or the Holding Company, its business and property in the event of Executive's breach of this Subsection 11(a) agree that in the event of any such breach by Executive, the Association Savings Bank and/or the Holding Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Section 8 hereof, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Association Savings Bank and/or the Holding Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Association Savings Bank and/or the Holding Company from pursuing any other remedies available to the Association Savings Bank and/or the Holding Company for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination (whether voluntary or involuntary) of Executive's employment hereunder pursuant to an Event of Termination as provided ’s employment, other than a termination (whether voluntary or involuntary) in Section 4 hereofconnection with a Change in Control, Executive agrees not to compete with the Association and/or Bank and the Holding Company for a period of one two (12) year full years following such termination in within one hundred (100) miles of any cityexisting branch of the Bank, town the Bank’s subsidiaries, or county in any subsidiary of the Company, or within one hundred (100) miles of any office for which the Association and/or Bank, the Holding Bank’s subsidiaries, the Company has an office or a bank subsidiary of the Company has filed an application for regulatory approval to establish an officeapproval, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Association Bank and/or the Holding Company. The parties hereto, recognizing that irreparable injury will result to the Association Bank and/or the Holding Company, its business and property in the event of Executive's ’s breach of this Subsection 11(a9(a) agree that in the event of any such breach by Executive, the Association Bank and/or the Holding Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's ’s partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Section 8 hereof, Executive's ’s experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Association Bank and/or the Holding Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Association Bank and/or the Holding Company from pursuing any other remedies available to the Association Bank and/or the Holding Company for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination of Executive's employment hereunder pursuant to an Event of Termination So long as provided in Section 4 hereofbenefits are being paid under this Agreement, Executive agrees not to compete with the Association and/or Bank or the Holding Company for a period of one (1) year following such termination in any city, town or county in which the Association and/or the Holding Company Bank has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. The Executive agrees that during such period and within said cities, towns and counties, the Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Association and/or Bank or the Holding Company. So long as benefits are being paid under this Agreement, Executive also shall not directly or indirectly, solicit, hire, or entice any person who was an employee of the Bank or the Company or any customer or client of the Bank or the Company to cease, terminate, or reduce any relationship with the Bank or the Company or to divert any business from the Bank or the Company. Further, Executive will not directly or indirectly disclose the names, addresses, telephone numbers, compensation, or other arrangements between the Bank or the Company and any individual or entity described in Section 5(a). The parties hereto, recognizing that irreparable injury will result to the Association and/or the Holding CompanyBank, its business and property in the event of Executive's ’s breach of this Subsection 11(a) Section agree that in the event of any such breach by Executive, the Association and/or the Holding Company Bank will be entitled, in addition to any other remedies and damages available, : (i) to immediately cease payment of any amount that would otherwise be payable under this Agreement; and (ii) to obtain an injunction to restrain the violation hereof by Executive, Executive's ’s partners, agents, servants, employers, employees and all persons acting for or with under the direction of Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Section 8 hereof, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Association and/or the Holding Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Association and/or Bank or the Holding Company from pursuing any other remedies available to the Association and/or Bank or the Holding Company for such breach or threatened breach, including the recovery of damages from Executive. To the extent any part of this Section 5(a) is found to be unenforceable, Executive and the Bank agree that a court of competent jurisdiction shall have authority to reform this Section 5(a) to the extent necessary to provide the maximum period and geographic area of non-competition that is enforceable under applicable law, in consideration for the benefits paid and payable to Executive hereunder.

Non-Competition. (a) Upon any termination of ExecutiveEXECUTIVE's employment hereunder pursuant to an Event of Termination as provided in Section 4 hereof, Executive EXECUTIVE agrees not to compete with the Association ASSOCIATION and/or the Holding Company COMPANY for a period of one (1) year following such termination in any city, town or county in which the Association ASSOCIATION and/or the Holding Company COMPANY has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive EXECUTIVE agrees that during such period and within said cities, towns and counties, Executive EXECUTIVE shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Association ASSOCIATION and/or the Holding CompanyCOMPANY. The parties hereto, recognizing that irreparable injury will result to the Association ASSOCIATION and/or the Holding CompanyCOMPANY, its business and property in the event of ExecutiveEXECUTIVE's breach of this Subsection 11(a) agree that in the event of any such breach by ExecutiveEXECUTIVE, the Association ASSOCIATION and/or the Holding Company COMPANY will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by ExecutiveEXECUTIVE, ExecutiveEXECUTIVE's partners, agents, servants, employers, employees and all persons acting for or with ExecutiveEXECUTIVE. Executive EXECUTIVE represents and admits that in the event of the termination of his employment pursuant to Section 8 4 hereof, ExecutiveEXECUTIVE's experience and capabilities are such that Executive EXECUTIVE can obtain employment in a business engaged in other lines and/or of a different nature than the Association ASSOCIATION and/or the Holding CompanyCOMPANY, and that the enforcement of a remedy by way of injunction will not prevent Executive EXECUTIVE from earning a livelihood. Nothing herein will be construed as prohibiting the Association ASSOCIATION and/or the Holding Company COMPANY from pursuing any other remedies available to the Association ASSOCIATION and/or the Holding Company COMPANY for such breach or threatened breach, including the recovery of damages from ExecutiveEXECUTIVE.

Non-Competition. (a) Upon any termination of Executive's employment hereunder pursuant to an Event of Termination as provided in Section 4 hereof, Executive agrees not to compete with the Association and/or the Holding Company or its Subsidiaries for a period of one (1) year following such termination in any city, town or county in which the Association and/or Executive's normal business office is located and the Holding Company or any of its Subsidiaries has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Association and/or the Holding CompanyCompany or its Subsidiaries. The parties hereto, recognizing that irreparable injury will result to the Association and/or the Holding CompanyCompany or its Subsidiaries, its business and property in the event of Executive's breach of this Subsection 11(a10(a) agree that in the event of any such breach by Executive, the Association and/or the Holding Company or its Subsidiaries, will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with under the direction of Executive. Executive represents and admits that in the event of the termination #27938/February 10, 1995 7 of his employment pursuant to Section 8 7 hereof, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Association and/or the Holding CompanyCompany or its Subsidiaries, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Association and/or the Holding Company or its Subsidiaries from pursuing any other remedies available to the Association and/or the Holding Company or its Subsidiaries for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination (whether voluntary or involuntary) of Executive's employment hereunder pursuant to an Event of Termination as provided ’s employment, other than a termination (whether voluntary or involuntary) in Section 4 hereofconnection with a Change in Control, Executive agrees not to compete with the Association and/or MHC, the Holding Bank and the Company for a period of one (1) year following such termination in within one hundred (100) miles of any cityexisting branch of the Bank, town the Bank’s subsidiaries, or county in any subsidiary of the MHC or the Company, or within one hundred (100) miles of any office for which the Association and/or Bank, the Holding Bank’s subsidiaries, the Company has an office or a bank subsidiary of the Company has filed an application for regulatory approval to establish an officeapproval, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Association MHC, the Bank and/or the Holding Company. The parties hereto, recognizing that irreparable injury will result to the Association MHC, the Bank and/or the Holding Company, its business and property in the event of Executive's ’s breach of this Subsection 11(a9(a) agree that in the event of any such breach by Executive, the Association Bank and/or the Holding Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's ’s partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Section 8 hereof, Executive's ’s experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Association Bank and/or the Holding Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Association Bank and/or the Holding Company from pursuing any other remedies available to the Association MHC, the Bank and/or the Holding Company for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination (whether voluntary or involuntary) of Executive's employment hereunder pursuant to an Event of Termination as provided employment, other than a termination (whether voluntary or involuntary) in Section 4 hereofconnection with a Change in Control, Executive agrees not to compete with the Association and/or MHC, the Holding Bank and the Company for a period of one two (12) year years following such termination in within one hundred (100) miles of any cityexisting branch of the Bank, town the Bank's subsidiaries, or county in any subsidiary of the MHC or the Company, or within one hundred (100) miles of any office for which the Association and/or Bank, the Holding Bank's subsidiaries, the Company has an office or a bank subsidiary of the Company has filed an application for regulatory approval to establish an officeapproval, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Association MCH, the Bank and/or the Holding Company. The parties hereto, recognizing that irreparable injury will result to the Association MHC, the Bank and/or the Holding Company, its business and property in the event of Executive's breach of this Subsection 11(a9(a) agree that in the event of any such breach by Executive, the Association Bank and/or the Holding Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Section 8 hereof, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Association Bank and/or the Holding Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Association Bank and/or the Holding Company from pursuing any other remedies available to the Association MHC, the Bank and/or the Holding Company for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination of Executive's employment hereunder pursuant to an Event of Termination as provided in Section 4 hereofof this Agreement, Executive agrees not to compete with the Association and/or the Holding Company Bank for a period of one (1) year following such termination in any city, town or county in which Executive's normal business office is located and the Association and/or the Holding Company Bank has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Association and/or the Holding CompanyBank. The parties hereto, recognizing that irreparable injury will result to the Association and/or the Holding CompanyBank, its business and property in the event of Executive's breach of this Subsection 11(a10(a) agree that in the event of any such breach by Executive, the Association and/or the Holding Company Bank will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with under the direction of Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Section 8 hereof4 of this Agreement, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Association and/or the Holding CompanyBank, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Association and/or the Holding Company Bank from pursuing any other remedies available to the Association and/or the Holding Company Bank for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination of Executive's employment hereunder pursuant to an Event of Termination as provided in Section 4 hereof, Executive agrees not to compete with the Association and/or the Holding Company or its Subsidiaries for a period of one (1) year following such termination in any city, town or county in which the Association and/or Executive's normal business office is located and the Holding Company or any of its Subsidiaries has an office or has filed an application for regulatory approval to establish an officeoffice and any county adjacent to such city, town or county, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Association and/or the Holding CompanyCompany or its Subsidiaries. The parties hereto, recognizing that irreparable injury will result to the Association and/or the Holding CompanyCompany or its Subsidiaries, its business and property in the event of Executive's breach of this Subsection 11(a10(a) agree that in the event of any such breach by Executive, the Association and/or the Holding Company or its Subsidiaries will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with under the direction of Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Section 8 7 hereof, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Association and/or the Holding CompanyCompany or its Subsidiaries, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Association and/or the Holding Company or its Subsidiaries from pursuing any other remedies available to the Association and/or the Holding Company or its Subsidiaries for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination of Executive's employment hereunder pursuant to an Event of Termination as provided in Section 4 hereofof this Agreement, Executive agrees not to compete with the Association and/or the Holding Company Bank for a period of one (1) year following such termination in any city, town or county in which the Association and/or Executive's normal business office is located and the Holding Company Bank has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Association and/or the Holding CompanyBank. The parties hereto, recognizing that irreparable injury will result to the Association and/or the Holding CompanyBank, its business and property in the event of Executive's breach of this Subsection 11(a10(a) agree that in the event of any such breach by Executive, the Association and/or the Holding Company Bank will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with under the direction of Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Section 8 4 hereof, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Association and/or the Holding CompanyBank, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Association and/or the Holding Company Bank from pursuing any other remedies available to the Association and/or the Holding Company Bank for such breach or threatened breach, including the recovery of damages from Executive.

Non-Competition. (a) Upon any termination of Executive's ’s employment hereunder pursuant to an Event hereunder, other than a termination (whether voluntary or involuntary) following a Change in Control, as a result of Termination as provided in which the Company is paying Executive benefits under Section 4 hereof6 of this Agreement, Executive agrees not to compete with the Association Bank and/or the Holding Company for a period of one (1) year following such termination in within twenty-five (25) miles of any city, town existing branch of the Bank or county in any subsidiary of the Company or within twenty-five (25) miles of any office for which the Association and/or Bank, the Holding Company has an office or a Bank subsidiary of the Company has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said area, cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Association Bank and/or the Holding Company. The parties hereto, recognizing that irreparable injury will result to the Association Bank and/or the Holding Company, its business and property in the event of Executive's ’s breach of this Subsection Section 11(a) agree that in the event of any such breach by Executive, the Association Bank and/or the Holding Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's ’s partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Section 8 hereof, Executive's ’s experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Association Bank and/or the Holding Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Association Bank and/or the Holding Company from pursuing any other remedies available to the Association Bank and/or the Holding Company for such breach or threatened breach, including the recovery of damages from Executive.