Common use of Competitive Activities Clause in Contracts

Competitive Activities. (a) The Executive agrees and acknowledges that by virtue of his employment hereunder, he will maintain an intimate knowledge of the activities and affairs of the Employer, including trade secrets, plans, business plans, strategies, projections, market studies, customer information, employee records and other internal proprietary and confidential information and matters (collectively “Confidential Information”). As a result, and also because of the special, unique and extraordinary services that the Executive is capable of performing for the Employer or one of its competitors, the Executive recognizes that the services to be rendered by him hereunder are of a character giving them a peculiar value, the loss of which cannot be adequately or reasonably compensated for by damages. (b) Except for the purpose of carrying out his duties hereunder, the Executive will not remove or retain, or make copies or reproductions of, any figures, documents, records, discs, computer records, calculations, letters, papers, or recorded or documented information of any type or description relating to the business of the Employer. The Executive agrees that he will not divulge to others any information (whether or not documented or recorded) or data acquired by him while in the Employer’s employ relating to methods, processes or other trade secrets or other Confidential Information. (c) The Executive agrees that the Employer is, and shall be, the sole and exclusive owner of all improvements, ideas and suggestions, whether or not subject to patent or trademark protection, and all copyrightable materials which are conceived by the Executive during his employment, which relate to the business of the Employer, which are confidential, or which are not readily ascertainable from persons or other sources outside the Employer. (d) Unless the Executive’s employment is terminated in connection with or following a Change in Control, then for a period of one year after the termination of employment, the Executive shall not, directly or indirectly, solicit, induce, encourage or attempt to influence any client, customer or employee of the Employer to cease to do business with, or to terminate any employee’s employment with, the Employer. The Executive shall not be subject to any of the limitations set forth in the preceding sentence if the Executive’s employment is terminated in connection with or following a Change in Control. (e) The Executive agrees that during the term of his employment hereunder, except with the express consent of the Employer, he will not, directly or indirectly, engage or participate in, become a director of, or render advisory or other services for, or in connection with, or become interested in, or make any financial investment in any firm, corporation, business entity or business enterprise competitive with or to any business of the Employer; provided, however, that the Executive shall not thereby be precluded or prohibited from owning passive investments, including investments in the securities of other financial institutions, so long as such ownership does not require him to devote substantial time to management or control of the business or activities in which he has invested. Notwithstanding anything to the contrary contained in this Agreement, during the term of this Agreement, the Executive shall have no employment contract or other written or oral agreement concerning employment as an officer of a savings bank or any other financial institution or financial institution holding company nor with any other entity or person other than the Bank or the Corporation. The provisions of this Section 9(e) shall not be applicable if the Executive’s employment is terminated in connection with or following a Change in Control. (f) The Employer shall be entitled to immediate injunctive or other equitable relief to restrain the Executive from failing to comply with any obligation under this Section 9 or from rendering his services to persons or entities than the Employer, in addition to any other remedies to which the Employer may be entitled under law. The right to such injunctive or other equitable relief shall survive the termination by the Employer of the Executive’s employment. (g) The Executive acknowledges that the restrictions contained in this Section 9 are reasonable and necessary to protect the legitimate interests of the Employer and that any violation thereof would result in irreparable injuries to the Employer. The Executive acknowledges that, if the Executive violates any of these restrictions, the Employer is entitled to obtain from any court of competent jurisdiction, preliminary and permanent injunctive relief as well as damages, and an equitable accounting of any earnings, profits and other benefits arising from such violation, which rights shall be cumulative and in addition to any other rights or remedies to which the Employer may be entitled. The Executive further acknowledges that the provisions of Sections 9(a), (b), (c), (f) and (g) shall remain in full force and effect beyond the termination of the Executive’s employment for any reason, including but not limited to termination in connection with or following a Change in Control.

Competitive Activities. (a) The Executive agrees and acknowledges that by virtue a. During the Term of his employment hereunderEmployment, he will maintain an intimate knowledge of the activities and affairs of the Employer, including trade secrets, plans, business plans, strategies, projections, market studies, customer information, employee records and other internal proprietary and confidential information and matters (collectively “Confidential Information”). As a result, and also because of the special, unique and extraordinary services that the Executive is capable of performing for the Employer or one of its competitors, the Executive recognizes that the services to be rendered by him hereunder are of a character giving them a peculiar value, the loss of which cannot be adequately or reasonably compensated for by damages. (b) Except for the purpose of carrying out his duties hereunder, the Executive will not remove or retain, or make copies or reproductions of, any figures, documents, records, discs, computer records, calculations, letters, papers, or recorded or documented information of any type or description relating to the business of the Employer. The Executive agrees that he will not divulge to others any information (whether or not documented or recorded) or data acquired by him while in the Employer’s employ relating to methods, processes or other trade secrets or other Confidential Information. (c) The Executive agrees that the Employer is, and shall be, the sole and exclusive owner of all improvements, ideas and suggestions, whether or not subject to patent or trademark protection, and all copyrightable materials which are conceived by the Executive during his employment, which relate to the business of the Employer, which are confidential, or which are not readily ascertainable from persons or other sources outside the Employer. (d) Unless the Executive’s employment is terminated in connection with or following a Change in Control, then for a period of one year after the termination of employment, the Executive Employee shall not, directly or indirectly, solicitown an interest in, induceoperate, encourage or attempt to influence any clientjoin, customer or employee of the Employer to cease to do business withcontrol, or to terminate participate in, or be connected as an officer, employee, agent, independent contractor, partner, shareholder or principal of any employee’s employment withcorporation, partnership, proprietorship, firm, association, person, or other entity producing, designing, providing, soliciting orders for, selling, distributing, or marketing products, goods, equipment, or services that compete directly or indirectly with Employer's products and services or Employer's business, without first obtaining the written approval of Employer. The Executive Such approval may be rescinded by Employer if and when, in the opinion of Employer, such activities materially inhibit Employee's performance under this Agreement or place Employer at risk. b. For one year following his termination as an Employee of, or consultant to, Employer, whichever occurs later ("Posttermination Period"), Employee shall not be subject prohibited from employment in the mortgage industry involving activities similar to those engaged in prior to becoming an Employee of or consultant to Employer, except, however, Employee shall not undertake any employment or activity competitive with Employer's business in which the loyal and complete fulfillment of the limitations set forth in duties of the preceding sentence if the Executive’s competitive employment is terminated in connection with or following a Change in Controlactivity would call on Employee to reveal or otherwise to use any confidential business information or trade secrets of Employer's business to which Employee had access by reason of his prior engagement by Employer. (e) The Executive agrees that during c. During the term Term of his employment hereunderEmployment and the Posttermination Period, except with the express consent of the Employer, he will Employee shall not, directly or indirectly, engage either for himself or participate infor any other person, become a director offirm, or render advisory or other services for, or in connection with, or become interested in, or make any financial investment in any firm, corporation, business entity divert or business enterprise competitive with take away or attempt to any business of the Employer; provided, however, that the Executive shall not thereby be precluded divert or prohibited from owning passive investments, including investments in the securities of other financial institutions, so long as such ownership does not require him to devote substantial time to management or control of the business or activities in which he has invested. Notwithstanding anything to the contrary contained in this Agreement, take away (and during the term of this AgreementPosttermination Period, the Executive shall have no employment contract call on or other written solicit or oral agreement concerning employment as an officer of a savings bank attempt to call on or any other financial institution or financial institution holding company nor with any other entity or person other than the Bank or the Corporation. The provisions of this Section 9(esolicit) shall not be applicable if the Executive’s employment is terminated in connection with or following a Change in Control. (f) The Employer shall be entitled to immediate injunctive or other equitable relief to restrain the Executive from failing to comply with any obligation under this Section 9 or from rendering his services to persons or entities than the Employer, in addition to any other remedies to which the Employer may be entitled under law. The right to such injunctive or other equitable relief shall survive the termination by the Employer of the Executive’s employment. (g) The Executive acknowledges that the restrictions contained in this Section 9 are reasonable and necessary to protect the legitimate interests of the Employer and that any violation thereof would result in irreparable injuries to the Employer. The Executive acknowledges that, if the Executive violates any of these restrictions, the Employer is entitled to obtain from any court of competent jurisdiction, preliminary and permanent injunctive relief as well as damages, and an equitable accounting of any earnings, profits and other benefits arising from such violation, which rights shall be cumulative and in addition to any other rights Employer's customers or remedies to which the Employer may be entitled. The Executive further acknowledges that the provisions of Sections 9(a), (b), (c), (f) and (g) shall remain in full force and effect beyond the termination of the Executive’s employment for any reasonpatrons, including but not limited to termination those on whom Employee called or whom he solicited or to whom he catered or with whom Employee became acquainted during his engagement by Employer. Nothing herein shall limit Employee's right during the Posttermination Period, to call on or solicit or attempt to call on or solicit any of Employee's customers or patrons on whom Employee called or whom he solicited or to whom he catered or with whom he became acquainted during the period prior to Employee's engagement by Employer. d. During the Term of Employment, Employee shall not undertake planning for or organization of any business activity competitive with Employer's business or combine or join with other employees or representatives of Employer's business for the purpose of organizing any such competitive business activity. e. During the Term of Employment and the Posttermination Period, Employee shall not, directly or indirectly or by action in connection concert with others, induce or following a Change in Controlinfluence (or seek to induce or influence) any person who is engaged (as an employee, agent, independent contractor, or otherwise) by Employer to terminate his or her employment or engagement.

Competitive Activities. (a) The Executive Officer agrees and acknowledges that by virtue of his employment hereunder, he she will maintain an intimate knowledge of the activities and affairs of the Employer, including trade secrets, plans, business plans, strategies, projections, market studies, customer information, employee records and other internal proprietary and confidential information and matters (collectively “"Confidential Information”"). As a result, and also because of the special, unique and extraordinary services that the Executive Officer is capable of performing for the Employer or one of its competitors, the Executive Officer recognizes that the services to be rendered by him his hereunder are of a character giving them a peculiar value, the loss of which cannot be adequately or reasonably compensated for by damages. (b) Except for the purpose of carrying out his duties hereunder, the Executive Officer will not remove or retain, or make copies or reproductions of, any figures, documents, records, discs, computer records, calculations, letters, papers, or recorded or documented information of any type or description relating to the business of the Employer. The Executive Officer agrees that he she will not divulge to others any information (whether or not documented or recorded) or data acquired by him his while in the Employer’s 's employ relating to methods, processes or other trade secrets or other Confidential Information. (c) The Executive Officer agrees that the Employer is, and shall be, the sole and exclusive owner of all improvements, ideas and suggestions, whether or not subject to patent or trademark protection, and all copyrightable materials which are conceived by the Executive Officer during his employment, which relate to the business of the Employer, which are confidential, or which are not readily ascertainable from persons or other sources outside the Employer. (d) Unless the Executive’s Officer's employment is terminated in connection with or following a Change in ControlControl of the Corporation, then for a period of one year after the termination of employment, the Executive Officer shall not, directly or indirectly, solicit, induce, encourage or attempt to influence any client, customer or employee of the Employer to cease to do business with, or to terminate any employee’s 's employment with, the Employer. The Executive shall not be subject to any of the limitations set forth in the preceding sentence if the Executive’s employment is terminated in connection with or following a Change in Control. (e) The Executive agrees that during the term of his employment hereunder, except with the express consent of the Employer, he will not, directly or indirectly, engage or participate in, become a director of, or render advisory or other services for, or in connection with, or become interested in, or make any financial investment in any firm, corporation, business entity or business enterprise competitive with or to any business of the Employer; provided, however, that the Executive shall not thereby be precluded or prohibited from owning passive investments, including investments in the securities of other financial institutions, so long as such ownership does not require him to devote substantial time to management or control of the business or activities in which he has invested. Notwithstanding anything to the contrary contained in this Agreement, during the term of this Agreement, the Executive shall have no employment contract or other written or oral agreement concerning employment as an officer of a savings bank or any other financial institution or financial institution holding company nor with any other entity or person other than the Bank or the Corporation. The provisions of this Section 9(e) shall not be applicable if the Executive’s employment is terminated in connection with or following a Change in Control. (f) The Employer shall be entitled to immediate injunctive or other equitable relief to restrain the Executive Officer from failing to comply with any obligation under this Section 9 or from rendering his services to persons or entities than the Employer6, in addition to any other remedies to which the Employer may be entitled under law. The right to such injunctive or other equitable relief shall survive the termination by the Employer of the Executive’s Officer's employment. (gf) The Executive Officer acknowledges that the restrictions contained in this Section 9 6 are reasonable and necessary to protect the legitimate interests of the Employer and that any violation thereof would result in irreparable injuries to the Employer. The Executive Officer acknowledges that, if the Executive Officer violates any of these restrictions, the Employer is entitled to obtain from any court of competent jurisdiction, preliminary and permanent injunctive relief as well as damages, and an equitable accounting of any earnings, profits and other benefits arising from such violation, which rights shall be cumulative and in addition to any other rights or remedies to which the Employer may be entitled. The Executive Officer further acknowledges that the provisions of Sections 9(a6(a), (b), (c), (fe) and (gf) shall remain in full force and effect beyond the termination of the Executive’s Officer's employment for any reason, including but not limited to termination in connection with or following a Change in ControlControl of the Corporation.

Competitive Activities. (a) The Executive agrees and acknowledges that by virtue of his her employment hereunder, he she will maintain an intimate knowledge of the activities and affairs of the EmployerEmployers, including trade secrets, plans, business plans, strategies, projections, market studies, customer information, employee records and other internal proprietary and confidential information and matters (collectively “Confidential Information”). As a result, and also because of the special, unique and extraordinary services that the Executive is capable of performing for the Employer Employers or one of its competitors, the Executive recognizes that the services to be rendered by him her hereunder are of a character giving them a peculiar value, the loss of which cannot be adequately or reasonably compensated for by damages. (b) Except for the purpose of carrying out his her duties hereunder, the Executive will not remove or retain, or make copies or reproductions of, any figures, documents, records, discs, computer records, calculations, letters, papers, or recorded or documented information of any type or description relating to the business of the EmployerEmployers. The Executive agrees that he she will not divulge to others any information (whether or not documented or recorded) or data acquired by him her while in the Employer’s Employers’ employ relating to methods, processes or other trade secrets or other Confidential Information. (c) The Executive agrees that the Employer isEmployers are, and shall be, the sole and exclusive owner of all improvements, ideas and suggestions, whether or not subject to patent or trademark protection, and all copyrightable materials which are conceived by the Executive during his her employment, which relate to the business of the EmployerEmployers, which are confidential, or which are not readily ascertainable from persons or other sources outside the EmployerBank or the Corporation. (d) Unless the Executive’s employment is terminated in connection with or following a Change in ControlControl of the Corporation and/or the Bank, then for a period of one year after the termination of employment, the Executive shall not, directly or indirectly, solicit, induce, encourage or attempt to influence any client, customer or employee of the Employer Employers to cease to do business with, or to terminate any employee’s employment with, the EmployerEmployers. The Executive shall not be subject to any of the limitations set forth in the preceding sentence if the Executive’s employment is terminated in connection with or following a Change in ControlControl of the Corporation and/or the Bank. (e) The Executive agrees that during the term of his her employment hereunder, except with the express consent of the EmployerEmployers, he she will not, directly or indirectly, engage or participate in, become a director of, or render advisory or other services for, or in connection with, or become interested in, or make any financial investment in any firm, corporation, business entity or business enterprise competitive with or to any business of the EmployerEmployers; provided, however, that the Executive shall not thereby be precluded or prohibited from owning passive investments, including investments in the securities of other financial institutions, so long as such ownership does not require him her to devote substantial time to management or control of the business or activities in which he she has invested. Notwithstanding anything to the contrary contained in this Agreement, during the term of this Agreement, the Executive shall have no employment contract or other written or oral agreement concerning employment as an officer of a savings bank or any other financial institution or financial institution holding company nor with any other entity or person other than the Bank or the Corporation. The provisions of this Section 9(e10(e) shall not be applicable if the Executive’s employment is terminated in connection with or following a Change in ControlControl of the Corporation and/or the Bank. (f) The Employer Employers shall be entitled to immediate injunctive or other equitable relief to restrain the Executive from failing to comply with any obligation under this Section 9 10 or from rendering his her services to persons or entities than the EmployerEmployers, in addition to any other remedies to which the Employer Employers may be entitled under law. The right to such injunctive or other equitable relief shall survive the termination by the Employer Employers of the Executive’s employment. (g) The Executive acknowledges that the restrictions contained in this Section 9 10 are reasonable and necessary to protect the legitimate interests of the Employer Employers and that any violation thereof would result in irreparable injuries to the EmployerEmployers. The Executive acknowledges that, if the Executive violates any of these restrictions, the Employer is Employers are entitled to obtain from any court of competent jurisdiction, preliminary and permanent injunctive relief as well as damages, and an equitable accounting of any earnings, profits and other benefits arising from such violation, which rights shall be cumulative and in addition to any other rights or remedies to which the Employer Employers may be entitled. The Executive further acknowledges that the provisions of Sections 9(a10(a), (b), (c), (f) and (g) shall remain in full force and effect beyond the termination of the Executive’s employment for any reason, including but not limited to termination in connection with or following a Change in ControlControl of the Corporation and/or the Bank.

Competitive Activities. (a) The Executive agrees and acknowledges that by virtue of his employment hereunder, he will maintain an intimate knowledge of the activities and affairs of the Employer, including trade secrets, plans, business plans, strategies, projections, market studies, customer information, employee records and other internal proprietary and confidential information and matters (collectively “Confidential Information”). As a result, and also because of the special, unique and extraordinary services that the Executive is capable of performing for the Employer or one of its competitors, the Executive recognizes that the services to be rendered by him hereunder are of a character giving them a peculiar value, the loss of which cannot be adequately or reasonably compensated for by damages. (b) Except for the purpose of carrying out his duties hereunder, the Executive will not remove or retain, or make copies or reproductions of, any figures, documents, records, discs, computer records, calculations, letters, papers, or recorded or documented information of any type or description relating to the business of the Employer. The Executive agrees that he will not divulge to others any information (whether or not documented or recorded) or data acquired by him while in the Employer’s employ relating to methods, processes or other trade secrets or other Confidential Information. (c) The Executive agrees that the Employer is, and shall be, the sole and exclusive owner of all improvements, ideas and suggestions, whether or not subject to patent or trademark protection, and all copyrightable materials which are conceived by the Executive during his employment, which relate to the business of the Employer, which are confidential, or which are not readily ascertainable from persons or other sources outside the Employer. (d) Unless the Executive’s employment is terminated in connection with or following a Change in ControlControl of the Corporation, then for a period of one year after the termination of employment, the Executive shall not, directly or indirectly, solicit, induce, encourage or attempt to influence any client, customer or employee of the Employer to cease to do business with, or to terminate any employee’s employment with, the Employer. The Executive shall not be subject to any of the limitations set forth in the preceding sentence if the Executive’s employment is terminated in connection with or following a Change in ControlControl of the Corporation. (e) The Executive agrees that during the term of his employment hereunder, except with the express consent of the Employer, he will not, directly or indirectly, engage or participate in, become a director of, or render advisory or other services for, or in connection with, or become interested in, or make any financial investment in any firm, corporation, business entity or business enterprise competitive with or to any business of the Employer; provided, however, that the Executive shall not thereby be precluded or prohibited from owning passive investments, including investments in the securities of other financial institutions, so long as such ownership does not require him to devote substantial time to management or control of the business or activities in which he has invested. Notwithstanding anything to the contrary contained in this Agreement, during the term of this Agreement, the Executive shall have no employment contract or other written or oral agreement concerning employment as an officer of a savings bank or any other financial institution or financial institution holding company nor with any other entity or person other than the Bank or the Corporation. The provisions of this Section 9(e) shall not be applicable if the Executive’s employment is terminated in connection with or following a Change in ControlControl of the Corporation. (f) The Employer shall be entitled to immediate injunctive or other equitable relief to restrain the Executive from failing to comply with any obligation under this Section 9 or from rendering his services to persons or entities than the Employer, in addition to any other remedies to which the Employer may be entitled under law. The right to such injunctive or other equitable relief shall survive the termination by the Employer of the Executive’s employment. (g) The Executive acknowledges that the restrictions contained in this Section 9 are reasonable and necessary to protect the legitimate interests of the Employer and that any violation thereof would result in irreparable injuries to the Employer. The Executive acknowledges that, if the Executive violates any of these restrictions, the Employer is entitled to obtain from any court of competent jurisdiction, preliminary and permanent injunctive relief as well as damages, and an equitable accounting of any earnings, profits and other benefits arising from such violation, which rights shall be cumulative and in addition to any other rights or remedies to which the Employer may be entitled. The Executive further acknowledges that the provisions of Sections 9(a), (b), (c), (f) and (g) shall remain in full force and effect beyond the termination of the Executive’s employment for any reason, including but not limited to termination in connection with or following a Change in ControlControl of the Corporation.

Competitive Activities. (a) The Executive Officer agrees and acknowledges that by virtue of his employment hereunder, he will maintain an intimate knowledge of the activities and affairs of the Employer, including trade secrets, plans, business plans, strategies, projections, market studies, customer information, employee records and other internal proprietary and confidential information and matters (collectively “Confidential Information”). As a result, and also because of the special, unique and extraordinary services that the Executive Officer is capable of performing for the Employer or one of its competitors, the Executive Officer recognizes that the services to be rendered by him hereunder are of a character giving them a peculiar value, the loss of which cannot be adequately or reasonably compensated for by damages. (b) Except for the purpose of carrying out his duties hereunder, the Executive Officer will not remove or retain, or make copies or reproductions of, any figures, documents, records, discs, computer records, calculations, letters, papers, or recorded or documented information of any type or description relating to the business of the Employer. The Executive Officer agrees that he will not divulge to others any information (whether or not documented or recorded) or data acquired by him while in the Employer’s employ relating to methods, processes or other trade secrets or other Confidential Information. (c) The Executive Officer agrees that the Employer is, and shall be, the sole and exclusive owner of all improvements, ideas and suggestions, whether or not subject to patent or trademark protection, and all copyrightable materials which are conceived by the Executive Officer during his employment, which relate to the business of the Employer, which are confidential, or which are not readily ascertainable from persons or other sources outside the Employer. (d) Unless the ExecutiveOfficer’s employment is terminated in connection with or following a Change in Control, then for a period of one year after the termination of employment, the Executive Officer shall not, directly or indirectly, solicit, induce, encourage or attempt to influence any client, customer or employee of the Employer to cease to do business with, or to terminate any employee’s employment with, the Employer. The Executive shall not be subject to any of the limitations set forth in the preceding sentence if the Executive’s employment is terminated in connection with or following a Change in Control. (e) The Executive agrees that during the term of his employment hereunder, except with the express consent of the Employer, he will not, directly or indirectly, engage or participate in, become a director of, or render advisory or other services for, or in connection with, or become interested in, or make any financial investment in any firm, corporation, business entity or business enterprise competitive with or to any business of the Employer; provided, however, that the Executive shall not thereby be precluded or prohibited from owning passive investments, including investments in the securities of other financial institutions, so long as such ownership does not require him to devote substantial time to management or control of the business or activities in which he has invested. Notwithstanding anything to the contrary contained in this Agreement, during the term of this Agreement, the Executive shall have no employment contract or other written or oral agreement concerning employment as an officer of a savings bank or any other financial institution or financial institution holding company nor with any other entity or person other than the Bank or the Corporation. The provisions of this Section 9(e) shall not be applicable if the Executive’s employment is terminated in connection with or following a Change in Control. (f) The Employer shall be entitled to immediate injunctive or other equitable relief to restrain the Executive Officer from failing to comply with any obligation under this Section 9 or from rendering his services to persons or entities than the Employer6, in addition to any other remedies to which the Employer may be entitled under law. The right to such injunctive or other equitable relief shall survive the termination by the Employer of the ExecutiveOfficer’s employment. (gf) The Executive Officer acknowledges that the restrictions contained in this Section 9 6 are reasonable and necessary to protect the legitimate interests of the Employer and that any violation thereof would result in irreparable injuries to the Employer. The Executive Officer acknowledges that, if the Executive Officer violates any of these restrictions, the Employer is entitled to obtain from any court of competent jurisdiction, preliminary and permanent injunctive relief as well as damages, and an equitable accounting of any earnings, profits and other benefits arising from such violation, which rights shall be cumulative and in addition to any other rights or remedies to which the Employer may be entitled. The Executive Officer further acknowledges that the provisions of Sections 9(a6(a), (b), (c), (fe) and (gf) shall remain in full force and effect beyond the termination of the ExecutiveOfficer’s employment for any reason, including but not limited to termination in connection with or following a Change in Control.

Competitive Activities. (a) The Executive agrees and acknowledges that by virtue 2.1 During the term of his employment hereunderthis Agreement, he will maintain an intimate knowledge of the activities and affairs of the Employer, including trade secrets, plans, business plans, strategies, projections, market studies, customer information, employee records and other internal proprietary and confidential information and matters (collectively “Confidential Information”). As a result, and also because of the special, unique and extraordinary services that the Executive is capable of performing for the Employer or one of its competitors, the Executive recognizes that the services to be rendered by him hereunder are of a character giving them a peculiar value, the loss of which cannot be adequately or reasonably compensated for by damages. (b) Except for the purpose of carrying out his duties hereunder, the Executive will not remove or retain, or make copies or reproductions of, any figures, documents, records, discs, computer records, calculations, letters, papers, or recorded or documented information of any type or description relating to the business of the Employer. The Executive agrees that he will not divulge to others any information (whether or not documented or recorded) or data acquired by him while in the Employer’s employ relating to methods, processes or other trade secrets or other Confidential Information. (c) The Executive agrees that the Employer is, and shall be, the sole and exclusive owner of all improvements, ideas and suggestions, whether or not subject to patent or trademark protection, and all copyrightable materials which are conceived by the Executive during his employment, which relate to the business of the Employer, which are confidential, or which are not readily ascertainable from persons or other sources outside the Employer. (d) Unless the Executive’s employment is terminated in connection with or following a Change in Control, then for a period of one year after the termination of employment, the Executive Employee shall not, directly or indirectly, solicit, induce, encourage or attempt to influence any client, customer or employee of the Employer to cease to do business with, or to terminate any employee’s employment with, the Employer. The Executive shall not be subject to any of the limitations set forth in the preceding sentence if the Executive’s employment is terminated in connection with or following a Change in Control. (e) The Executive agrees that during the term of his employment hereunder, except with the express consent of the Employer, he will not, directly or indirectly, indirectly engage or participate in, become a director of, or render advisory or other services for, or in connection with, or become interested in, or make any financial investment in, any entity primarily engaging in financial or investment services which competes with FNB in the Employer's trading area (as constituted at any time during Employee's employment with FNB). Notwithstanding the foregoing, the Employee may invest in any such financial or investment firm, corporation, business entity or business enterprise competitive with or to any business of the Employer; provided, however, that the Executive shall not thereby be precluded or prohibited from owning passive investments, including investments in the securities of other financial institutions, so long as the investment is "passive" (as such ownership does not require him to devote substantial time to management term is defined in the Internal Revenue Code or control of the business or activities in which he has investedits implementing regulations). Notwithstanding anything to the contrary contained in this Agreement, while Employee is employed by Employer during the term of this Agreement, the Executive Employee shall have no employment contract or other written or oral agreement concerning his employment as an officer of a savings bank or any other financial institution or financial institution holding company nor the Employer with any other entity or person other than the Bank or the Corporation. The provisions of this Section 9(e) shall not be applicable if the Executive’s employment is terminated in connection with or following a Change in ControlEmployer. (f) The 2.2 Employee acknowledges that by virtue of his employment with FNB, Employee shall be privy to confidential information concerning the activities and affairs of the Employer, its subsidiaries and affiliates, if any, including trade secrets and other confidential matters. During the term of employment, should Employee render services to someone else in violation of Section 2.1 hereof, other than as expressly authorized by the Board, Employer shall be entitled to immediate injunctive or other equitable relief to restrain the Executive from failing to comply with any obligation under this Section 9 or from rendering his services to persons or entities than the Employer, such conduct. Such equitable relief shall be in addition to any other remedies to which the Employer may be entitled under law. The right Except for the purpose of carrying out Employee's duties hereunder, Employee shall not remove or retain, or make copies or reproductions of any inquiries, calculations, letters, papers, or information of any type or description relating to such injunctive the business of Employer, its subsidiaries or affiliates, if any, and Employee shall not divulge to others any information or data acquired by him while in Employer's employ relating to methods, processes, or other equitable relief trade secrets or confidential information owned or utilized by FNB. Employer shall survive acquire the termination sole and exclusive rights to any innovations, ideas, and concepts, whether or not subject to patent or trademark protection, and all copyrightable materials which are conceived by Employee during his employment, which relate to the business of Employer or any of the Executive’s employment. (g) The Executive acknowledges that the restrictions contained in this Section 9 its subsidiaries or affiliates, which are reasonable confidential, and necessary to protect the legitimate interests of the which are not readily ascertainable from persons or other sources outside Employer and that any violation thereof would result in irreparable injuries to the Employer. The Executive acknowledges that, if the Executive violates any of these restrictions, the Employer is entitled to obtain from any court of competent jurisdiction, preliminary its subsidiaries and permanent injunctive relief as well as damages, and an equitable accounting of any earnings, profits and other benefits arising from such violation, which rights shall be cumulative and in addition to any other rights or remedies to which the Employer may be entitled. The Executive further acknowledges that the provisions of Sections 9(a), (b), (c), (f) and (g) shall remain in full force and effect beyond the termination of the Executive’s employment for any reason, including but not limited to termination in connection with or following a Change in Controlaffiliates.

Competitive Activities. (a) The Executive Officer agrees and acknowledges that by virtue of his employment hereunder, he will maintain an intimate knowledge of the activities and affairs of the Employer, including trade secrets, plans, business plans, strategies, projections, market studies, customer information, employee records and other internal proprietary and confidential information and matters (collectively “Confidential Information”). As a result, and also because of the special, unique and extraordinary services that the Executive Officer is capable of performing for the Employer or one of its competitors, the Executive Officer recognizes that the services to be rendered by him hereunder are of a character giving them a peculiar value, the loss of which cannot be adequately or reasonably compensated for by damages. (b) Except for the purpose of carrying out his duties hereunder, the Executive Officer will not remove or retain, or make copies or reproductions of, any figures, documents, records, discs, computer records, calculations, letters, papers, or recorded or documented information of any type or description relating to the business of the Employer. The Executive Officer agrees that he will not divulge to others any information (whether or not documented or recorded) or data acquired by him while in the Employer’s employ relating to methods, processes or other trade secrets or other Confidential Information. (c) The Executive Officer agrees that the Employer is, and shall be, the sole and exclusive owner of all improvements, ideas and suggestions, whether or not subject to patent or trademark protection, and all copyrightable materials which are conceived by the Executive Officer during his employment, which relate to the business of the Employer, which are confidential, or which are not readily ascertainable from persons or other sources outside the Employer. (d) Unless the ExecutiveOfficer’s employment is terminated in connection with or following a Change in ControlControl of the Corporation, then for a period of one year after the termination of employment, the Executive Officer shall not, directly or indirectly, solicit, induce, encourage or attempt to influence any client, customer or employee of the Employer to cease to do business with, or to terminate any employee’s employment with, the Employer. The Executive Officer shall not be subject to any of the limitations set forth in the preceding sentence if the ExecutiveOfficer’s employment is terminated in connection with or following a Change in ControlControl of the Corporation. (e) The Executive Officer agrees that during the term of his employment hereunder, except with the express consent of the Employer, he will not, directly or indirectly, engage or participate in, become a director of, or render advisory or other services for, or in connection with, or become interested in, or make any financial investment in any firm, corporation, business entity or business enterprise competitive with or to any business of the Employer; provided, however, that the Executive Officer shall not thereby be precluded or prohibited from owning passive investments, including investments in the securities of other financial institutions, so long as such ownership does not require him to devote substantial time to management or control of the business or activities in which he has invested. Notwithstanding anything to the contrary contained in this Agreement, during the term of this Agreement, the Executive Officer shall have no employment contract or other written or oral agreement concerning employment as an officer of a savings bank or any other financial institution or financial institution holding company nor with any other entity or person other than the Bank or the Corporation. The provisions of this Section 9(e) shall not be applicable if the ExecutiveOfficer’s employment is terminated in connection with or following a Change in ControlControl of the Corporation. (f) The Employer shall be entitled to immediate injunctive or other equitable relief to restrain the Executive Officer from failing to comply with any obligation under this Section 9 or from rendering his services to persons or entities than the Employer, in addition to any other remedies to which the Employer may be entitled under law. The right to such injunctive or other equitable relief shall survive the termination by the Employer of the ExecutiveOfficer’s employment. (g) The Executive Officer acknowledges that the restrictions contained in this Section 9 are reasonable and necessary to protect the legitimate interests of the Employer and that any violation thereof would result in irreparable injuries to the Employer. The Executive Officer acknowledges that, if the Executive Officer violates any of these restrictions, the Employer is entitled to obtain from any court of competent jurisdiction, preliminary and permanent injunctive relief as well as damages, and an equitable accounting of any earnings, profits and other benefits arising from such violation, which rights shall be cumulative and in addition to any other rights or remedies to which the Employer may be entitled. The Executive Officer further acknowledges that the provisions of Sections 9(a), (b), (c), (f) and (g) shall remain in full force and effect beyond the termination of the ExecutiveOfficer’s employment for any reason, including but not limited to termination in connection with or following a Change in ControlControl of the Corporation.

Competitive Activities. (a) The Executive Officer agrees and acknowledges that by virtue of his her employment hereunder, he she will maintain an intimate knowledge of the activities and affairs of the Employer, including trade secrets, plans, business plans, strategies, projections, market studies, customer information, employee records and other internal proprietary and confidential information and matters (collectively “"Confidential Information”"). As a result, and also because of the special, unique and extraordinary services that the Executive Officer is capable of performing for the Employer or one of its competitors, the Executive Officer recognizes that the services to be rendered by him her hereunder are of a character giving them a peculiar value, the loss of which cannot be adequately or reasonably compensated for by damages. (b) Except for the purpose of carrying out his her duties hereunder, the Executive Officer will not remove or retain, or make copies or reproductions of, any figures, documents, records, discs, computer records, calculations, letters, papers, or recorded or documented information of any type or description relating to the business of the Employer. The Executive Officer agrees that he she will not divulge to others any information (whether or not documented or recorded) or data acquired by him her while in the Employer’s 's employ relating to methods, processes or other trade secrets or other Confidential Information. (c) The Executive Officer agrees that the Employer is, and shall be, the sole and exclusive owner of all improvements, ideas and suggestions, whether or not subject to patent or trademark protection, and all copyrightable materials which are conceived by the Executive Officer during his her employment, which relate to the business of the Employer, which are confidential, or which are not readily ascertainable from persons or other sources outside the Employer. (d) Unless the Executive’s Officer's employment is terminated in connection with or following a Change in ControlControl of the Corporation, then for a period of one year after the termination of employment, the Executive Officer shall not, directly or indirectly, solicit, induce, encourage or attempt to influence any client, customer or employee of the Employer to cease to do business with, or to terminate any employee’s 's employment with, the Employer. The Executive shall not be subject to any of the limitations set forth in the preceding sentence if the Executive’s employment is terminated in connection with or following a Change in Control. (e) The Executive agrees that during the term of his employment hereunder, except with the express consent of the Employer, he will not, directly or indirectly, engage or participate in, become a director of, or render advisory or other services for, or in connection with, or become interested in, or make any financial investment in any firm, corporation, business entity or business enterprise competitive with or to any business of the Employer; provided, however, that the Executive shall not thereby be precluded or prohibited from owning passive investments, including investments in the securities of other financial institutions, so long as such ownership does not require him to devote substantial time to management or control of the business or activities in which he has invested. Notwithstanding anything to the contrary contained in this Agreement, during the term of this Agreement, the Executive shall have no employment contract or other written or oral agreement concerning employment as an officer of a savings bank or any other financial institution or financial institution holding company nor with any other entity or person other than the Bank or the Corporation. The provisions of this Section 9(e) shall not be applicable if the Executive’s employment is terminated in connection with or following a Change in Control. (f) The Employer shall be entitled to immediate injunctive or other equitable relief to restrain the Executive Officer from failing to comply with any obligation under this Section 9 or from rendering his services to persons or entities than the Employer6, in addition to any other remedies to which the Employer may be entitled under law. The right to such injunctive or other equitable relief shall survive the termination by the Employer of the Executive’s Officer's employment. (gf) The Executive Officer acknowledges that the restrictions contained in this Section 9 6 are reasonable and necessary to protect the legitimate interests of the Employer and that any violation thereof would result in irreparable injuries to the Employer. The Executive Officer acknowledges that, if the Executive Officer violates any of these restrictions, the Employer is entitled to obtain from any court of competent jurisdiction, preliminary and permanent injunctive relief as well as damages, and an equitable accounting of any earnings, profits and other benefits arising from such violation, which rights shall be cumulative and in addition to any other rights or remedies to which the Employer may be entitled. The Executive Officer further acknowledges that the provisions of Sections 9(a6(a), (b), (c), (fe) and (gf) shall remain in full force and effect beyond the termination of the Executive’s Officer's employment for any reason, including but not limited to termination in connection with or following a Change in ControlControl of the Corporation.

Competitive Activities. (a) The Executive agrees and acknowledges that by virtue of his employment hereunder, he will maintain an intimate knowledge of the activities and affairs of the Employer, including trade secrets, plans, business plans, strategies, projections, market studies, customer information, employee records and other internal proprietary and confidential information and matters (collectively “"Confidential Information”"). As a result, and also because of the special, unique and extraordinary services that the Executive is capable of performing for the Employer or one of its competitors, the Executive recognizes that the services to be rendered by him hereunder are of a character giving them a peculiar value, the loss of which cannot be adequately or reasonably compensated for by damages. (b) Except for the purpose of carrying out his duties hereunder, the Executive will not remove or retain, or make copies or reproductions of, any figures, documents, records, discs, computer records, calculations, letters, papers, or recorded or documented information of any type or description relating to the business of the Employer. The Executive agrees that he will not divulge to others any information (whether or not documented or recorded) or data acquired by him while in the Employer’s 's employ relating to methods, processes or other trade secrets or other Confidential Information. (c) The Executive agrees that the Employer is, and shall be, the sole and exclusive owner of all improvements, ideas and suggestions, whether or not subject to patent or trademark protection, and all copyrightable materials which are conceived by the Executive during his employment, which relate to the business of the Employer, which are confidential, or which are not readily ascertainable from persons or other sources outside the Employer. (d) Unless the Executive’s 's employment is terminated in connection with or following a Change in ControlControl of the Corporation, then for a period of one year after the termination of employment, the Executive shall not, directly or indirectly, solicit, induce, encourage or attempt to influence any client, customer or employee of the Employer to cease to do business with, or to terminate any employee’s 's employment with, the Employer. The Executive shall not be subject to any of the limitations set forth in the preceding sentence if the Executive’s 's employment is terminated in connection with or following a Change in ControlControl of the Corporation. (e) The Executive agrees that during the term of his employment hereunder, except with the express consent of the Employer, he will not, directly or indirectly, engage or participate in, become a director of, or render advisory or other services for, or in connection with, or become interested in, or make any financial investment in any firm, corporation, business entity or business enterprise competitive with or to any business of the Employer; provided, however, that the Executive shall not thereby be precluded or prohibited from owning passive investments, including investments in the securities of other financial institutions, so long as such ownership does not require him to devote substantial time to management or control of the business or activities in which he has invested. Notwithstanding anything to the contrary contained in this Agreement, during the term of this Agreement, the Executive shall have no employment contract or other written or oral agreement concerning employment as an officer of a savings bank or any other financial institution or financial institution holding company nor with any other entity or person other than the Bank or the Corporation. The provisions of this Section 9(e) shall not be applicable if the Executive’s 's employment is terminated in connection with or following a Change in ControlControl of the Corporation. (f) The Employer shall be entitled to immediate injunctive or other equitable relief to restrain the Executive from failing to comply with any obligation under this Section 9 or from rendering his services to persons or entities than the Employer, in addition to any other remedies to which the Employer may be entitled under law. The right to such injunctive or other equitable relief shall survive the termination by the Employer of the Executive’s 's employment. (g) The Executive acknowledges that the restrictions contained in this Section 9 are reasonable and necessary to protect the legitimate interests of the Employer and that any violation thereof would result in irreparable injuries to the Employer. The Executive acknowledges that, if the Executive violates any of these restrictions, the Employer is entitled to obtain from any court of competent jurisdiction, preliminary and permanent injunctive relief as well as damages, and an equitable accounting of any earnings, profits and other benefits arising from such violation, which rights shall be cumulative and in addition to any other rights or remedies to which the Employer may be entitled. The Executive further acknowledges that the provisions of Sections 9(a), (b), (c), (f) and (g) shall remain in full force and effect beyond the termination of the Executive’s 's employment for any reason, including but not limited to termination in connection with or following a Change in ControlControl of the Corporation.

Competitive Activities. (a) The Executive agrees and acknowledges that by virtue of his employment hereunder, he will maintain an intimate knowledge of the activities and affairs of the Employer, including trade secrets, plans, business plans, strategies, projections, market studies, customer information, employee records and other internal proprietary and confidential information and matters (collectively “Confidential Information”). As a result, and also because of the special, unique and extraordinary services that the Executive is capable of performing for the Employer or one of its competitors, the Executive recognizes that the services to be rendered by him hereunder are of a character giving them a peculiar value, the loss of which cannot be adequately or reasonably compensated for by damages. (b) Except for the purpose of carrying out his duties hereunder, the Executive will not remove or retain, or make copies or reproductions of, any figures, documents, records, discs, computer records, calculations, letters, papers, or recorded or documented information of any type or description relating to the business of the Employer. The Executive Section 2.1 Employee agrees that he will not divulge to others any information (whether or not documented or recorded) or data acquired by him while in the Employer’s employ relating to methods, processes or other trade secrets or other Confidential Information. (c) The Executive agrees that the Employer is, and shall be, the sole and exclusive owner of all improvements, ideas and suggestions, whether or not subject to patent or trademark protection, and all copyrightable materials which are conceived by the Executive during his employment, which relate to the business of the Employer, which are confidential, or which are not readily ascertainable from persons or other sources outside the Employer. (d) Unless the Executive’s employment is terminated in connection with or following a Change in Control, then for a period of one year after the termination of employment, the Executive shall not, directly or indirectly, solicit, induce, encourage or attempt to influence any client, customer or employee of the Employer to cease to do business with, or to terminate any employee’s employment with, the Employer. The Executive shall not be subject to any of the limitations set forth in the preceding sentence if the Executive’s employment is terminated in connection with or following a Change in Control. (e) The Executive agrees that during duirng the term of his employment hereunder, except with the express consent of the EmployerBank's Board of Directors, he will not, directly or indirectly, engage or participate in, become a director of, or render advisory or other services for, or in connection with, or become interested in, or make any financial investment in any firm, corporation, or business entity or business enterprise competitive with or to any business of the EmployerBank; provided, however, that the Executive Employee shall not thereby be precluded or prohibited from owning passive investments, including investments in the securities of other financial institutions, so long as such ownership does not require him to devote substantial time to management or control of the business or activities in which he has invested. Section 2.2 Employee agrees and acknowledges that by virtue of his employment hereunder, he will maintain an intimate knowledge of the activities and affairs of the Bank, including trade secrets and other confidential matters. Notwithstanding anything As a result, also because of the special, unique, and extraordinary services that the Employee is capable of performing for the Bank or one of their competitors, the Employee recognizes that the services to be rendered by him hereunder are of a character giving them a peculiar value, the contrary contained in this Agreementloss of which cannot be adequately or reasonably compensated for by damages. Employee, therefore, agrees that during the term of this Agreement, and for a period of six (6) months after either a voluntary termination by the Executive Employee (except for a termination effected pursuant to the provisions of Section 7.10 herein) or due to a termination resulting from termination of the Employee for cause, the Employee shall have no employment contract not: (a) divulge any matter pertaining to the activities and affairs of the Bank, including without limitation, trade secrets and other confidential matters except as may be required by law; and (b) become employed, directly or other written or oral agreement concerning employment indirectly, whether as an officer of a savings bank employee, independent contractor, consultant, or any other otherwise, in the financial institution or financial institution holding company nor services industry with any other business enterprise or business entity competitive with or person other than to any business of the Bank, which either maintains offices or does business in Orange County, Florida. Employee agrees that breach of any of these covenants by the Employee shall constitute irreparable harm to the Bank or for which the Corporation. The provisions of this Section 9(e) shall Bank does not be applicable if have an adequate remedy by law, and that the Executive’s employment is terminated in connection with or following a Change in Control. (f) The Employer shall be Bank is, therefore, entitled to immediate injunctive or other equitable relief to restrain the Executive Employee from failing to comply with any obligation under violating the provisions of this Section 9 or from rendering his services to persons or entities than the Employer, in addition to any other remedies to which the Employer may be entitled under lawAgreement. The right to such injunctive or other and equitable relief shall survive the termination for cause of the Employee by the Employer Bank or the voluntary termination of this Agreement by the Executive’s employment. (g) The Executive acknowledges that the restrictions contained in this Section 9 are reasonable and necessary Employee except if such termination is affected pursuant to protect the legitimate interests of the Employer and that any violation thereof would result in irreparable injuries to the Employer. The Executive acknowledges that, if the Executive violates any of these restrictions, the Employer is entitled to obtain from any court of competent jurisdiction, preliminary and permanent injunctive relief as well as damages, and an equitable accounting of any earnings, profits and other benefits arising from such violation, which rights shall be cumulative and in addition to any other rights or remedies to which the Employer may be entitled. The Executive further acknowledges that the provisions of Sections 9(a), (b), (c), (f) and (g) shall remain in full force and effect beyond Section 7.10 herein. Employee hereby agrees that the termination duration of the Executive’s employment for any reasonanticompetitive covenant set forth herein is reasonable, including but and its geographic scope not limited to termination in connection with or following a Change in Controlunduly restrictive.

Competitive Activities. (a) The Executive agrees and acknowledges that by virtue of his employment hereunder, he will maintain an intimate knowledge of the activities and affairs of the EmployerEmployers, including trade secrets, plans, business plans, strategies, projections, market studies, customer information, employee records and other internal proprietary and confidential information and matters (collectively “Confidential Information”). As a result, and also because of the special, unique and extraordinary services that the Executive is capable of performing for the Employer Employers or one of its competitors, the Executive recognizes that the services to be rendered by him hereunder are of a character giving them a peculiar value, the loss of which cannot be adequately or reasonably compensated for by damages. (b) Except for the purpose of carrying out his duties hereunder, the Executive will not remove or retain, or make copies or reproductions of, any figures, documents, records, discs, computer records, calculations, letters, papers, or recorded or documented information of any type or description relating to the business of the EmployerEmployers. The Executive agrees that he will not divulge to others any information (whether or not documented or recorded) or data acquired by him while in the Employer’s Employers’ employ relating to methods, processes or other trade secrets or other Confidential Information. (c) The Executive agrees that the Employer isEmployers are, and shall be, the sole and exclusive owner of all improvements, ideas and suggestions, whether or not subject to patent or trademark protection, and all copyrightable materials which are conceived by the Executive during his employment, which relate to the business of the EmployerEmployers, which are confidential, or which are not readily ascertainable from persons or other sources outside the EmployerEmployers. (d) Unless the Executive’s employment is terminated in connection with or following a Change in Control, then for a period of one year after the termination of employment, the Executive shall not, directly or indirectly, solicit, induce, encourage or attempt to influence any client, customer or employee of the Employer Employers to cease to do business with, or to terminate any employee’s employment with, the EmployerEmployers. The Executive shall not be subject to any of the limitations set forth in the preceding sentence if the Executive’s employment is terminated in connection with or following a Change in Control. (e) The Executive agrees that during the term of his employment hereunder, except with the express consent of the EmployerEmployers, he will not, directly or indirectly, engage or participate in, become a director of, or render advisory or other services for, or in connection with, or become interested in, or make any financial investment in any firm, corporation, business entity or business enterprise competitive with or to any business of the EmployerEmployers; provided, however, that the Executive shall not thereby be precluded or prohibited from owning passive investments, including investments in the securities of other financial institutions, so long as such ownership does not require him to devote substantial time to management or control of the business or activities in which he has invested. Notwithstanding anything to the contrary contained in this Agreement, during the term of this Agreement, the Executive shall have no employment contract or other written or oral agreement concerning employment as an officer of a savings bank or any other financial institution or financial institution holding company nor with any other entity or person other than the Bank or the Corporation. The provisions of this Section 9(e) shall not be applicable if the Executive’s employment is terminated in connection with or following a Change in Control. (f) The Employer Employers shall be entitled to immediate injunctive or other equitable relief to restrain the Executive from failing to comply with any obligation under this Section 9 or from rendering his services to persons or entities than the EmployerEmployers, in addition to any other remedies to which the Employer Employers may be entitled under law. The right to such injunctive or other equitable relief shall survive the termination by the Employer Employers of the Executive’s employment. (g) The Executive acknowledges that the restrictions contained in this Section 9 are reasonable and necessary to protect the legitimate interests of the Employer Employers and that any violation thereof would result in irreparable injuries to the EmployerEmployers. The Executive acknowledges that, if the Executive violates any of these restrictions, the Employer is Employers are entitled to obtain from any court of competent jurisdiction, preliminary and permanent injunctive relief as well as damages, and an equitable accounting of any earnings, profits and other benefits arising from such violation, which rights shall be cumulative and in addition to any other rights or remedies to which the Employer Employers may be entitled. The Executive further acknowledges that the provisions of Sections 9(a), (b), (c), (f) and (g) shall remain in full force and effect beyond the termination of the Executive’s employment for any reason, including but not limited to termination in connection with or following a Change in Control.

Competitive Activities. (a) The Executive agrees and acknowledges that by virtue of his employment hereunder, he will maintain an intimate knowledge of the activities and affairs of the EmployerEmployers, including trade secrets, plans, business plans, strategies, projections, market studies, customer information, employee records and other internal proprietary and confidential information and matters (collectively “Confidential Information”). As a result, and also because of the special, unique and extraordinary services that the Executive is capable of performing for the Employer Employers or one of its competitors, the Executive recognizes that the services to be rendered by him hereunder are of a character giving them a peculiar value, the loss of which cannot be adequately or reasonably compensated for by damages. (b) Except for the purpose of carrying out his duties hereunder, the Executive will not remove or retain, or make copies or reproductions of, any figures, documents, records, discs, computer records, calculations, letters, papers, or recorded or documented information of any type or description relating to the business of the EmployerEmployers. The Executive agrees that he will not divulge to others any information (whether or not documented or recorded) or data acquired by him while in the Employer’s Employers’ employ relating to methods, processes or other trade secrets or other Confidential Information. (c) The Executive agrees that the Employer isEmployers are, and shall be, the sole and exclusive owner of all improvements, ideas and suggestions, whether or not subject to patent or trademark protection, and all copyrightable materials which are conceived by the Executive during his employment, which relate to the business of the EmployerEmployers, which are confidential, or which are not readily ascertainable from persons or other sources outside the EmployerEmployers. (d) Unless Until the one-year anniversary of the date the Executive’s employment is terminated in connection with or following a Change in Control, then for a period of one year after the termination of employmentterminated, the Executive shall not, directly or indirectly, solicit, induce, encourage or attempt to influence (or cause others to do so) any client, customer or employee of the Employer Employers to cease to do business with, or to terminate any employee’s employment with, the Employer. The Executive shall not be subject Employers, or to transact business with any other entity. (e) Until the one-year anniversary of the limitations set forth in the preceding sentence if date the Executive’s employment is terminated in connection with or following a Change in Control. (e) The terminated, the Executive agrees that during the term of his employment hereunderthat, except with the express written consent of the EmployerEmployers, he will not, directly or indirectly, engage or participate in, become a director director, officer, employee, shareholder, principal, agent, consultant or independent contractor of, or render advisory or other services for, or in connection with, or become interested in, or make any financial investment in any firm, corporation, business entity or business enterprise competitive with or to any business of the EmployerEmployers which has an office in any of the states of Delaware, New Jersey or Pennsylvania; provided, however, that the Executive shall not thereby be precluded or prohibited from owning passive investments, including investments in the securities of other financial institutions, so long as such ownership does not require him to devote substantial time to management or control of the business or activities in which he has invested. Notwithstanding anything to the contrary contained in this Agreement, during the term of this Agreement, the Executive shall have no employment contract or other written or oral agreement concerning employment as an officer of an insurance agency, a savings bank or any other financial institution or financial institution holding company nor with any other entity or person other than the Bank Employers or the Corporation. The provisions of this Section 9(e) shall not be applicable if the Executive’s employment is terminated in connection with or following a Change in Control. (f) The Employer Employers shall be entitled to immediate injunctive or other equitable relief to restrain the Executive from failing to comply with any obligation under this Section 9 or from rendering his services to persons or entities than the EmployerEmployers, in addition to any other remedies to which the Employer Employers may be entitled under law. The right to such injunctive or other equitable relief shall survive the termination by the Employer of the Executive’s employmentemployment or the termination of this Agreement. (g) The Executive acknowledges that the restrictions contained in this Section 9 are reasonable and necessary to protect the legitimate interests of the Employer Employers and that any violation thereof would result in irreparable injuries to the EmployerEmployers. The Executive acknowledges that, if the Executive violates any of these restrictions, the Employer is Employers are entitled to obtain from any court of competent jurisdiction, preliminary and permanent injunctive relief as well as damages, and an equitable accounting of any earnings, profits and other benefits arising from such violation, which rights shall be cumulative and in addition to any other rights or remedies to which the Employer Employers may be entitled. The Executive further acknowledges that the provisions of Sections 9(a), (b), (c), (f) and (g) this Section 9 shall remain in full force and effect beyond the termination of the Executive’s employment for any reason, including but not limited to termination in connection with or following a Change in Control.

Competitive Activities. (a) The Executive agrees and acknowledges that by virtue of his her employment hereunder, he she will maintain an intimate knowledge of the activities and affairs of the EmployerEmployers, including trade secrets, plans, business plans, strategies, projections, market studies, customer information, employee records and other internal proprietary and confidential information and matters (collectively “Confidential Information”). As a result, and also because of the special, unique and extraordinary services that the Executive is capable of performing for the Employer Employers or one of its competitors, the Executive recognizes that the services to be rendered by him her hereunder are of a character giving them a peculiar value, the loss of which cannot be adequately or reasonably compensated for by damages. (b) Except for the purpose of carrying out his her duties hereunder, the Executive will not remove or retain, or make copies or reproductions of, any figures, documents, records, discs, computer records, calculations, letters, papers, or recorded or documented information of any type or description relating to the business of the EmployerEmployers. The Executive agrees that he she will not divulge to others any information (whether or not documented or recorded) or data acquired by him her while in the Employer’s Employers’ employ relating to methods, processes or other trade secrets or other Confidential Information. (c) The Executive agrees that the Employer isEmployers are, and shall be, the sole and exclusive owner of all improvements, ideas and suggestions, whether or not subject to patent or trademark protection, and all copyrightable materials which are conceived by the Executive during his her employment, which relate to the business of the EmployerEmployers, which are confidential, or which are not readily ascertainable from persons or other sources outside the EmployerBank or the Corporation. (d) Unless the Executive’s employment is terminated in connection with or following a Change in Control, then for a period of one year after the termination of employment, the Executive shall not, directly or indirectly, solicit, induce, encourage or attempt to influence any client, customer or employee of the Employer Employers to cease to do business with, or to terminate any employee’s employment with, the EmployerEmployers. The Executive shall not be subject to any of the limitations set forth in the preceding sentence if the Executive’s employment is terminated in connection with or following a Change in Control. (e) The Executive agrees that during the term of his her employment hereunder, except with the express consent of the EmployerEmployers, he she will not, directly or indirectly, engage or participate in, become a director of, or render advisory or other services for, or in connection with, or become interested in, or make any financial investment in any firm, corporation, business entity or business enterprise competitive with or to any business of the EmployerEmployers; provided, however, that the Executive shall not thereby be precluded or prohibited from owning passive investments, including investments in the securities of other financial institutions, so long as such ownership does not require him her to devote substantial time to management or control of the business or activities in which he she has invested. Notwithstanding anything to the contrary contained in this Agreement, during the term of this Agreement, the Executive shall have no employment contract or other written or oral agreement concerning employment as an officer of a savings bank or any other financial institution or financial institution holding company nor with any other entity or person other than the Bank or the Corporation. The provisions of this Section 9(e10(e) shall not be applicable if the Executive’s employment is terminated in connection with or following a Change in Control. (f) The Employer Employers shall be entitled to immediate injunctive or other equitable relief to restrain the Executive from failing to comply with any obligation under this Section 9 10 or from rendering his her services to persons or entities than the EmployerEmployers, in addition to any other remedies to which the Employer Employers may be entitled under law. The right to such injunctive or other equitable relief shall survive the termination by the Employer Employers of the Executive’s employment. (g) The Executive acknowledges that the restrictions contained in this Section 9 10 are reasonable and necessary to protect the legitimate interests of the Employer Employers and that any violation thereof would result in irreparable injuries to the EmployerEmployers. The Executive acknowledges that, if the Executive violates any of these restrictions, the Employer is Employers are entitled to obtain from any court of competent jurisdiction, preliminary and permanent injunctive relief as well as damages, and an equitable accounting of any earnings, profits and other benefits arising from such violation, which rights shall be cumulative and in addition to any other rights or remedies to which the Employer Employers may be entitled. The Executive further acknowledges that the provisions of Sections 9(a10(a), (b), (c), (f) and (g) shall remain in full force and effect beyond the termination of the Executive’s employment for any reason, including but not limited to termination in connection with or following a Change in Control.

Competitive Activities. (a) The Executive agrees and acknowledges that by virtue of his employment hereunder, he will maintain an intimate knowledge of the activities and affairs of the Employer, including trade secrets, plans, business plans, strategies, projections, market studies, customer information, employee records and other internal proprietary and confidential information and matters (collectively “Confidential Information”). As a result, and also because of the special, unique and extraordinary services that the Executive is capable of performing for the Employer or one of its competitors, the Executive recognizes that the services to be rendered by him hereunder are of a character giving them a peculiar value, the loss of which cannot be adequately or reasonably compensated for by damages. (b) Except for the purpose of carrying out his duties hereunder, the Executive will not remove or retain, or make copies or reproductions of, any figures, documents, records, discs, computer records, calculations, letters, papers, or recorded or documented information of any type or description relating to the business of the Employer. The Executive Section 2.1 Employee agrees that he will not divulge to others any information (whether or not documented or recorded) or data acquired by him while in the Employer’s employ relating to methods, processes or other trade secrets or other Confidential Information. (c) The Executive agrees that the Employer is, and shall be, the sole and exclusive owner of all improvements, ideas and suggestions, whether or not subject to patent or trademark protection, and all copyrightable materials which are conceived by the Executive during his employment, which relate to the business of the Employer, which are confidential, or which are not readily ascertainable from persons or other sources outside the Employer. (d) Unless the Executive’s employment is terminated in connection with or following a Change in Control, then for a period of one year after the termination of employment, the Executive shall not, directly or indirectly, solicit, induce, encourage or attempt to influence any client, customer or employee of the Employer to cease to do business with, or to terminate any employee’s employment with, the Employer. The Executive shall not be subject to any of the limitations set forth in the preceding sentence if the Executive’s employment is terminated in connection with or following a Change in Control. (e) The Executive agrees that during duirng the term of his employment hereunder, except with the express consent of the EmployerBoard of Directors of the Bank or the Corporation, he will not, directly or indirectly, engage or participate in, become a director of, or render advisory or other services forfo r, or in connection with, or become interested in, or make any financial investment in any firm, corporation, business entity or business enterprise competitive with or to any business of the EmployerBank; provided, however, that the Executive Employee shall not thereby be precluded or prohibited from owning passive investments, including in cluding investments in the securities of other financial institutions, so long as such ownership does not require him to devote substantial time to management or control of the business or activities in which he has invested. Section 2.2 Employee agrees and acknowledges that by virtue of his employment hereunder, he will maintain an intimate knowledge of the activities and affairs of the Bank, including trade secrets and other confidential matters. Notwithstanding anything As a result, also because of the special, unique, and extrao rdinary services that the Employee is capable of performing for the Bank or one of their competitors, the Employee recognizes that the services to be rendered by him hereunder are of a character giving them a peculiar value, the contrary contained in this Agreementloss of which cannot be adequately or reasonably compensated for by da mages. Employee, therefore, agrees that during the term of this Agreement, and for a period of six (6) months after either a voluntary termination by the Executive Employee (except for a termination effected pursuant to the provisions of Section 7.10 herein) or due to a termination resulting from termination of the Employee for cause, the Employee shall have no employment contract not: (a) divulge any matter pertaining to the activities and affairs of the Bank, including without limitation, trade secrets and other confidential matters except as may be required by law; and (b) become employed, directly or other written or oral agreement concerning employment indirectly, whether as an officer of a savings bank employee, independent contractor, consultant, or any other otherwise, in the financial institution or financial institution holding company nor services industry with any other business enterprise or business entity competitive with or person other than to any business of the Bank, and either maintains offices or does busi ness in Orange County, Florida. Employee agrees that breach of any of these covenants by the Employee shall constitute irreparable harm to the Bank or for which the Corporation. The provisions of this Section 9(e) shall Bank does not be applicable if have an adequate remedy by law, and that the Executive’s employment is terminated in connection with or following a Change in Control. (f) The Employer shall be Bank is, therefore, entitled to immediate injunctive or other equitable relief to restrain the Executive Employee from failing to comply with any obligation under violating the provisions of this Section 9 or from rendering his services to persons or entities than the Employer, in addition to any other remedies to which the Employer may be entitled under lawAgreement. The right to such injunctive or other and equitable relief shall survive the termination for cause of the Employee by the Employer Bank or the voluntary termination of this Agreement by the Executive’s employment. (g) The Executive acknowledges that the restrictions contained in this Section 9 are reasonable and necessary Employee except if such termination is affected pursuant to protect the legitimate interests of the Employer and that any violation thereof would result in irreparable injuries to the Employer. The Executive acknowledges that, if the Executive violates any of these restrictions, the Employer is entitled to obtain from any court of competent jurisdiction, preliminary and permanent injunctive relief as well as damages, and an equitable accounting of any earnings, profits and other benefits arising from such violation, which rights shall be cumulative and in addition to any other rights or remedies to which the Employer may be entitled. The Executive further acknowledges that the provisions of Sections 9(a), (b), (c), (f) and (g) shall remain in full force and effect beyond Section 7.10 herein. Employee hereby agrees that the termination duration of the Executive’s employment for any reasonanticompetitive covenant set forth herein is reasonable, including but and its geographic scope not limited to termination in connection with or following a Change in Controlunduly restrictive.

Competitive Activities. (a) The Executive 2.1 Employee agrees and acknowledges that by virtue of his her employment hereunder, he she will maintain an intimate knowledge of the activities and affairs of the Employer, including trade secrets, plans, business plans, strategies, projections, market studies, customer information, employee records and other internal proprietary and confidential information and matters (collectively “"Confidential Information”"). As a result, and also because of the special, unique unique, and extraordinary services that the Executive Employee is capable of performing for the Employer or one of its competitors, the Executive employee recognizes that the services to be rendered by him her hereunder are of a character giving them a peculiar value, the loss of which cannot be adequately or reasonably compensated for by damages. (b) 2.2 Except for the purpose of carrying out his her duties hereunder, the Executive Employee will not remove or retain, or make copies or reproductions of, of any figures, documents, records, discs, computer records, calculations, letters, papers, or recorded or documented information of any type or description relating to the business of the Employer. The Executive Employee agrees that he she will not divulge to others any information (whether or not documented or recorded) or data acquired by him her while in the Employer’s 's employ relating to inventions, methods, processes processes, or other trade secrets or other Confidential Information. (c) The Executive 2.3 Employee agrees that the Employer is, and shall be, the sole and exclusive owner of all improvements, ideas ideas, and suggestions, whether or not subject to patent or trademark protection, and all copyrightable materials which are conceived by the Executive Employee during his her employment, which relate to the business of the Employer, which are confidential, or and which are not readily ascertainable from persons or other sources outside the EmployerBank or the Company. (d) 2.4 Unless the Executive’s Employee's employment is terminated in connection with or following a Change in Control, as defined below, then for a period of one (1) year after the termination of employment, the Executive Employee shall not, directly or indirectly, solicit, induce, encourage or attempt to influence any client, customer customer, or employee of the Employer to cease to do business with, or to terminate any employee’s 's employment with, the Employer. The Executive Employee shall not be subject to any of the limitations set forth in the preceding sentence if the Executive’s Employee's employment is terminated in connection with or following a Change in Control. (e) The Executive 2.5 Employee agrees that during the term of his her employment hereunder, except with the express consent of the Employer, he she will not, directly or indirectly, engage or participate in, become a director of, or render advisory or other services for, or in connection with, or become interested in, or make any financial investment in any firm, corporation, business entity or business enterprise competitive with or to any business of the Employer; provided, however, that the Executive Employee shall not thereby be precluded or prohibited from owning passive investments, including investments in the securities of other financial institutions, so long as such ownership does not require him her to devote substantial time to management or control of the business or activities in which he she has invested. Notwithstanding anything to the contrary contained in this Agreement, during the term of this Agreement, the Executive Employee shall have no employment contract or other written or oral agreement concerning employment as an officer of a savings bank or any other financial institution or financial institution holding company nor with any other entity or person other than the Bank or the Corporation. The provisions of this Section 9(e) shall not be applicable if the Executive’s employment is terminated in connection with or following a Change in ControlCompany. (f) The 2.6 Employer shall be entitled to immediate injunctive or other equitable relief to restrain the Executive Employee from failing to comply with any obligation under this Section 9 hereunder hereunder or from rendering his her services to persons or entities others than the Employer, in addition to any other remedies to which the Employer may be entitled under law. The right to such injunctive or other equitable relief shall survive the termination by the Employer of the Executive’s Employee's employment. (g) The Executive 2.7 Employee acknowledges that the restrictions contained in this Section 9 Article II are reasonable and necessary to protect the legitimate interests of the Employer and that any violation thereof would result in irreparable injuries to the Employer. The Executive Employee acknowledges that, if in the Executive violates event of the Employee's violation of any of these restrictions, the Employer is entitled to obtain from any court of competent jurisdiction, preliminary and permanent injunctive relief as well as damages, and an equitable accounting of any earnings, profits and other benefits arising from such violation, which rights shall be cumulative and in addition to any other rights or remedies to which the Employer may be entitled. The Executive Employee further acknowledges that the provisions of Sections 9(a)ss.ss.2.1, (b)2.2, (c), (f) and (g) shall 2.3 remain in full force and effect beyond the termination of the Executive’s Employee's employment for any reason, including but not limited to termination in connection with or following a under the Change in ControlControl provisions below.

Competitive Activities. (a) The Executive 2.1 Employee agrees and acknowledges that by virtue of his employment hereunder, he will maintain an intimate knowledge of the activities and affairs of the Employer, including trade secrets, plans, business plans, strategies, projections, market studies, customer information, employee records and other internal proprietary and confidential information and matters (collectively “"Confidential Information”"). As a result, and also because of the special, unique unique, and extraordinary services that the Executive Employee is capable of performing for the Employer or one of its competitors, the Executive employee recognizes that the services to be rendered by him hereunder are of a character giving them a peculiar value, the loss of which cannot be adequately or reasonably compensated for by damages. (b) 2.2 Except for the purpose of carrying out his duties hereunder, the Executive Employee will not remove or retain, or make copies or reproductions of, of any figures, documents, records, discs, computer records, calculations, letters, papers, or recorded or documented information of any type or description relating to the business of the Employer. The Executive Employee agrees that he will not divulge to others any information (whether or not documented or recorded) or data acquired by him while in the Employer’s 's employ relating to inventions, methods, processes processes, or other trade secrets or other Confidential Information. (c) The Executive 2.3 Employee agrees that the Employer is, and shall be, the sole and exclusive owner of all improvements, ideas ideas, and suggestions, whether or not subject to patent or trademark protection, and all copyrightable materials which are conceived by the Executive Employee during his employment, which relate to the business of the Employer, which are confidential, or and which are not readily ascertainable from persons or other sources outside the EmployerBank or the Company. (d) 2.4 Unless the Executive’s Employee's employment is terminated in connection with or following a Change in Control, as defined below, then for a period of one (1) year after the termination of employment, the Executive Employee shall not, directly or indirectly, solicit, induce, encourage or attempt to influence any client, customer customer, or employee of the Employer to cease to do business with, or to terminate any employee’s 's employment with, the Employer. The Executive Employee shall not be subject to any of the limitations set forth in the preceding sentence if the Executive’s Employee's employment is terminated in connection with or following a Change in Control. (e) The Executive 2.5 Employee agrees that during the term of his employment hereunder, except with the express consent of the Employer, he will not, directly or indirectly, engage or participate in, become a director of, or render advisory or other services for, or in connection with, or become interested in, or make any financial investment in any firm, corporation, business entity or business enterprise competitive with or to any business of the Employer; provided, however, that the Executive Employee shall not thereby be precluded or prohibited from owning passive investments, including investments in the securities of other financial institutions, so long as such ownership does not require him to devote substantial time to management or control of the business or activities in which he has invested. Notwithstanding anything to the contrary contained in this Agreement, during the term of this Agreement, the Executive Employee shall have no employment contract or other written or oral agreement concerning employment as an officer of a savings bank or any other financial institution or financial institution holding company nor with any other entity or person other than the Bank or the Corporation. The provisions of this Section 9(e) shall not be applicable if the Executive’s employment is terminated in connection with or following a Change in ControlCompany. (f) The 2.6 Employer shall be entitled to immediate injunctive or other equitable relief to restrain the Executive Employee from failing to comply with any obligation under this Section 9 hereunder hereunder or from rendering his services to persons or entities others than the Employer, in addition to any other remedies to which the Employer may be entitled under law. The right to such injunctive or other equitable relief shall survive the termination by the Employer of the Executive’s Employee's employment. (g) The Executive 2.7 Employee acknowledges that the restrictions contained in this Section 9 Article II are reasonable and necessary to protect the legitimate interests of the Employer and that any violation thereof would result in irreparable injuries to the Employer. The Executive Employee acknowledges that, if in the Executive violates event of the Employee's violation of any of these restrictions, the Employer is entitled to obtain from any court of competent jurisdiction, preliminary and permanent injunctive relief as well as damages, and an equitable accounting of any earnings, profits and other benefits arising from such violation, which rights shall be cumulative and in addition to any other rights or remedies to which the Employer may be entitled. The Executive Employee further acknowledges that the provisions of Sections 9(a)ss.ss.2.1, (b)2.2, (c), (f) and (g) shall 2.3 remain in full force and effect beyond the termination of the Executive’s Employee's employment for any reason, including but not limited to termination in connection with or following a under the Change in ControlControl provisions below.

Competitive Activities. (a) The Executive agrees and acknowledges that by virtue of his employment hereunder, he will maintain an intimate knowledge of the activities and affairs of the EmployerEmployers, including trade secrets, plans, business plans, strategies, projections, market studies, customer information, employee records and other internal proprietary and confidential information and matters (collectively “Confidential Information”). As a result, and also because of the special, unique and extraordinary services that the Executive is capable of performing for the Employer Employers or one of its competitors, the Executive recognizes that the services to be rendered by him hereunder are of a character giving them a peculiar value, the loss of which cannot be adequately or reasonably compensated for by damages. (b) Except for the purpose of carrying out his duties hereunder, the Executive will not remove or retain, or make copies or reproductions of, any figures, documents, records, discs, computer records, calculations, letters, papers, or recorded or documented information of any type or description relating to the business of the EmployerEmployers. The Executive agrees that he will not divulge to others any information (whether or not documented or recorded) or data acquired by him while in the Employer’s Employers’ employ relating to methods, processes or other trade secrets or other Confidential Information. (c) The Executive agrees that the Employer isEmployers are, and shall be, the sole and exclusive owner of all improvements, ideas and suggestions, whether or not subject to patent or trademark protection, and all copyrightable materials which are conceived by the Executive during his employment, which relate to the business of the EmployerEmployers, which are confidential, or which are not readily ascertainable from persons or other sources outside the EmployerEmployers. (d) Unless the Executive’s employment is terminated in connection with or following a Change in ControlControl of the Corporation, then for a period of one year after the termination of employment, the Executive shall not, directly or indirectly, solicit, induce, encourage or attempt to influence any client, customer or employee of the Employer Employers to cease to do business with, or to terminate any employee’s employment with, the EmployerEmployers. The Executive shall not be subject to any of the limitations set forth in the preceding sentence if the Executive’s employment is terminated in connection with or following a Change in ControlControl of the Corporation. (e) The Executive agrees that during the term of his employment hereunder, except with the express consent of the EmployerEmployers, he will not, directly or indirectly, engage or participate in, become a director of, or render advisory or other services for, or in connection with, or become interested in, or make any financial investment in any firm, corporation, business entity or business enterprise competitive with or to any business of the EmployerEmployers; provided, however, that the Executive shall not thereby be precluded or prohibited from owning passive investments, including investments in the securities of other financial institutions, so long as such ownership does not require him to devote substantial time to management or control of the business or activities in which he has invested. Notwithstanding anything to the contrary contained in this Agreement, during the term of this Agreement, the Executive shall have no employment contract or other written or oral agreement concerning employment as an officer of a savings bank or any other financial institution or financial institution holding company nor with any other entity or person other than the Bank or the Corporation. The provisions of this Section 9(e) shall not be applicable if the Executive’s employment is terminated in connection with or following a Change in ControlControl of the Corporation. (f) The Employer Employers shall be entitled to immediate injunctive or other equitable relief to restrain the Executive from failing to comply with any obligation under this Section 9 or from rendering his services to persons or entities than the EmployerEmployers, in addition to any other remedies to which the Employer Employers may be entitled under law. The right to such injunctive or other equitable relief shall survive the termination by the Employer Employers of the Executive’s employment. (g) The Executive acknowledges that the restrictions contained in this Section 9 are reasonable and necessary to protect the legitimate interests of the Employer Employers and that any violation thereof would result in irreparable injuries to the EmployerEmployers. The Executive acknowledges that, if the Executive violates any of these restrictions, the Employer is Employers are entitled to obtain from any court of competent jurisdiction, preliminary and permanent injunctive relief as well as damages, and an equitable accounting of any earnings, profits and other benefits arising from such violation, which rights shall be cumulative and in addition to any other rights or remedies to which the Employer Employers may be entitled. The Executive further acknowledges that the provisions of Sections 9(a), (b), (c), (f) and (g) shall remain in full force and effect beyond the termination of the Executive’s employment for any reason, including but not limited to termination in connection with or following a Change in ControlControl of the Corporation.

Competitive Activities. (a) The Executive Officer agrees and acknowledges that by virtue of his employment hereunder, he will maintain an intimate knowledge of the activities and affairs of the Employer, including trade secrets, plans, business plans, strategies, projections, market studies, customer information, employee records and other internal proprietary and confidential information and matters (collectively “Confidential Information”). As a result, and also because of the special, unique and extraordinary services that the Executive Officer is capable of performing for the Employer or one of its competitors, the Executive Officer recognizes that the services to be rendered by him hereunder are of a character giving them a peculiar value, the loss of which cannot be adequately or reasonably compensated for by damages. (b) Except for the purpose of carrying out his duties hereunder, the Executive Officer will not remove or retain, or make copies or reproductions of, any figures, documents, records, discs, computer records, calculations, letters, papers, or recorded or documented information of any type or description relating to the business of the Employer. The Executive Officer agrees that he will not divulge to others any information (whether or not documented or recorded) or data acquired by him while in the Employer’s employ relating to methods, processes or other trade secrets or other Confidential Information. (c) The Executive Officer agrees that the Employer is, and shall be, the sole and exclusive owner of all improvements, ideas and suggestions, whether or not subject to patent or trademark protection, and all copyrightable materials which are conceived by the Executive Officer during his employment, which relate to the business of the Employer, which are confidential, or which are not readily ascertainable from persons or other sources outside the Employer. (d) Unless the ExecutiveOfficer’s employment is terminated in connection with or following a Change in Control, then for a period of one year after the termination of employment, the Executive Officer shall not, directly or indirectly, solicit, induce, encourage or attempt to influence any client, customer or employee of the Employer to cease to do business with, or to terminate any employee’s employment with, the Employer. The Executive Officer shall not be subject to any of the limitations set forth in the preceding sentence if the ExecutiveOfficer’s employment is terminated in connection with or following a Change in Control. (e) The Executive Officer agrees that during the term of his employment hereunder, except with the express consent of the Employer, he will not, directly or indirectly, engage or participate in, become a director of, or render advisory or other services for, or in connection with, or become interested in, or make any financial investment in any firm, corporation, business entity or business enterprise competitive with or to any business of the Employer; provided, however, that the Executive Officer shall not thereby be precluded or prohibited from owning passive investments, including investments in the securities of other financial institutions, so long as such ownership does not require him to devote substantial time to management or control of the business or activities in which he has invested. Notwithstanding anything to the contrary contained in this Agreement, during the term of this Agreement, the Executive Officer shall have no employment contract or other written or oral agreement concerning employment as an officer of a savings bank or any other financial institution or financial institution holding company nor with any other entity or person other than the Bank or the Corporation. The provisions of this Section 9(e) shall not be applicable if the ExecutiveOfficer’s employment is terminated in connection with or following a Change in Control. (f) The Employer shall be entitled to immediate injunctive or other equitable relief to restrain the Executive Officer from failing to comply with any obligation under this Section 9 or from rendering his services to persons or entities than the Employer, in addition to any other remedies to which the Employer may be entitled under law. The right to such injunctive or other equitable relief shall survive the termination by the Employer of the ExecutiveOfficer’s employment. (g) The Executive Officer acknowledges that the restrictions contained in this Section 9 are reasonable and necessary to protect the legitimate interests of the Employer and that any violation thereof would result in irreparable injuries to the Employer. The Executive Officer acknowledges that, if the Executive Officer violates any of these restrictions, the Employer is entitled to obtain from any court of competent jurisdiction, preliminary and permanent injunctive relief as well as damages, and an equitable accounting of any earnings, profits and other benefits arising from such violation, which rights shall be cumulative and in addition to any other rights or remedies to which the Employer may be entitled. The Executive Officer further acknowledges that the provisions of Sections 9(a), (b), (c), (f) and (g) shall remain in full force and effect beyond the termination of the ExecutiveOfficer’s employment for any reason, including but not limited to termination in connection with or following a Change in Control.