Common use of Forfeiture Provision Clause in Contracts

Forfeiture Provision. The Executive shall forfeit any non-distributed benefits under this Agreement if the Executive, directly or indirectly, either as an individual or as a proprietor, stockholder, partner, officer, director, employee, agent, consultant or independent contractor of any individual, partnership, corporation or other entity (excluding an ownership interest of three percent (3%) or less in the stock of a publicly-traded company): (i) becomes employed by, participates in, or becomes connected in any manner with the ownership, management, operation or control of any bank, savings and loan or other similar financial institution if the Executive’s responsibilities will include providing banking or other financial services within a seventy-five (75) mile radius of any office, branch or other facility (other than solely an ATM) of the Employer existing at the time the Executive ceases to be employed by Employer; (ii) participates in any way in hiring or otherwise engaging, or assisting any other person or entity in hiring or otherwise engaging, on a temporary, part-time or permanent basis, any individual who was employed by the Employer as of the date of termination of the Executive’s employment; (iii) assists, advises, or serves in any capacity, representative or otherwise, any third party in any action against the Employer or transaction involving the Employer; (iv) sells, offers to sell, provides banking or other financial services, assists any other person in selling or providing banking or other financial services, or solicits or otherwise competes for, either directly or indirectly, any orders, contract, or accounts for services of a kind or nature like or substantially similar to the financial services performed or financial products sold by the Employer (the preceding hereinafter referred to as “Services”), to or from any person or entity from whom the Executive or the Employer, to the knowledge of the Executive provided banking or other financial services, sold, offered to sell or solicited orders, contracts or accounts for Services during the three (3) year period immediately prior to the termination of the Executive’s employment; (v) divulges, discloses, or communicates to others in any manner whatsoever, any confidential information of the Employer, to the knowledge of the Executive, including, but not limited to, the names and addresses of customers or prospective customers, of the Employer, as they may have existed from time to time, of work performed or services rendered for any customer, any method and/or procedures relating to projects or other work developed for the Employer, earnings or other confidential information concerning the Employer. The restrictions contained in this subparagraph (v) apply to all confidential information regarding the Employer, regardless of the source who provided or compiled such information. Notwithstanding anything to the contrary, all confidential information referred to herein shall not be disclosed unless and until it becomes known to the general public from sources other than the Executive. Notwithstanding the foregoing, Section 9.10(i) shall not apply following a “Change in Control” as such term is defined in the Change in Control Agreement by and among the Holding Company, the Employer and the Executive effective July 1, 2024.

Forfeiture Provision. The Executive shall forfeit forfeit, for the Executive and the Beneficiary, any non-distributed unpaid benefits under this Agreement hereunder, if the Executive, directly or indirectly, either as an individual or as a proprietor, stockholder, partner, officer, directortrustee, employee, agent, consultant or independent contractor of any individual, partnership, corporation or other entity (excluding an ownership interest of three percent (3%) or less in the stock of a publicly-traded company): (i) becomes employed by, participates in, or becomes connected in any manner with the ownership, management, operation or control of any bank, savings and loan or other similar financial institution if the Executive’s responsibilities will include providing banking or other financial services within a seventythirty-five (7535) mile radius miles of any office, branch or other facility (other than solely an ATM) office maintained by the Employer as of the Employer existing at the time the Executive ceases to be employed by Employerdate of Separation from Service; (ii) participates in any way in hiring or otherwise engaging, or assisting any other person or entity in hiring or otherwise engaging, on a temporary, part-time or permanent basis, any individual who was employed by the Employer as of the date of termination of the Executive’s employment; (iii) assists, advises, or serves in any capacitycapacity with, representative or otherwise, any third party in any action against the Employer or in opposition to any transaction involving the Employer; (iv) sells, offers to sell, sell or provides banking or other financial services, assists any other person in selling or providing banking or other financial services, or solicits or otherwise competes for, either directly or indirectly, any orders, contractcontracts, or accounts for services of a kind or nature like or substantially similar to the financial services performed or financial products sold by the Employer (the preceding hereinafter referred to as “Services”), to or from any person or entity from whom the Executive or the Employer, to the knowledge of the Executive Executive, provided banking or other financial services, sold, offered to sell or solicited orders, contracts or accounts for Services during the three (3) year period immediately prior to the termination of the Executive’s employment; (v) divulges, discloses, or communicates to others in any manner whatsoever, any confidential information of the Employer, to the knowledge of the Executive, including, but not limited to, the names and addresses of customers or prospective customers, customers of the Employer, as they may have existed from time to time, of work performed or services rendered for any customer, any method and/or procedures relating to projects or other work developed for the Employer, earnings or other confidential information concerning the Employer. The restrictions contained in this subparagraph (v) apply to all confidential information regarding the Employer, regardless of the source who provided or compiled such information. Notwithstanding anything to the contrary, all confidential information referred to herein shall not be disclosed unless and until it becomes known to the general public from sources other than the Executive. Notwithstanding the foregoing, this Section 9.10(i) 7.9 shall not apply following a “(a) Change in Control” as such term is defined in the Change in Control Agreement by and among the Holding Company, the Employer and the Executive effective July 1, 2024(b) Termination for Good Reason or (c) Involuntary Termination.

Forfeiture Provision. The Executive shall forfeit any non-distributed benefits under this Agreement if the Executive, directly or indirectly, either as an individual or as a proprietor, stockholder, partner, officer, director, employee, agent, consultant or independent contractor of any individual, partnership, corporation or other entity (excluding an ownership interest of three percent (3%) or less in the stock of a publicly-traded company): (i) becomes employed by, participates in, or becomes connected in any manner with the ownership, management, operation or control of any bank, savings and loan or other similar financial institution if the Executive’s responsibilities will include providing banking or other financial services within a seventy-five fifty (7550) mile radius of any office, branch or other facility (other than solely an ATM) office maintained by the Employer as of the Employer existing at date of the time termination of the Executive ceases to be employed by EmployerExecutive’s employment; (ii) participates in any way in hiring or otherwise engaging, or assisting any other person or entity in hiring or otherwise engaging, on a temporary, part-time or permanent basis, any individual who was employed by the Employer as of the date of termination of the Executive’s employment; (iii) assists, advises, or serves in any capacity, representative or otherwise, any third party in any action against the Employer or transaction involving the Employer; (iv) sells, offers to sell, provides banking or other financial services, assists any other person in selling or providing banking or other financial services, or solicits or otherwise competes for, either directly or indirectly, any orders, contract, or accounts for services of a kind or nature like or substantially similar to the financial services performed or financial products sold by the Employer (the preceding hereinafter referred to as “Services”), to or from any person or entity from whom the Executive or the Employer, to the knowledge of the Executive provided banking or other financial services, sold, offered to sell or solicited orders, contracts or accounts for Services during the three (3) year period immediately prior to the termination of the Executive’s employment; (v) divulges, discloses, or communicates to others in any manner whatsoever, any confidential information of the Employer, to the knowledge of the Executive, including, but not limited to, the names and addresses of customers or prospective customers, of the Employer, as they may have existed from time to time, of work performed or services rendered for any customer, any method and/or procedures relating to projects or other work developed for the Employer, earnings or other confidential information concerning the Employer. The restrictions contained in this subparagraph (v) apply to all confidential information regarding the Employer, regardless of the source who provided or compiled such information. Notwithstanding anything to the contrary, all confidential information referred to herein shall not be disclosed unless and until it becomes known to the general public from sources other than the Executive. Notwithstanding the foregoing, Section 9.10(i) shall not apply following a “Change in Control” as such term is defined in the Change in Control Agreement by and among the Holding Company, the Employer and the Executive effective July 1, 2024.

Forfeiture Provision. The Executive shall forfeit any non-distributed benefits under this Agreement if during the term of this Agreement and within twelve (12) months following a Separation from Service, the Executive, directly or indirectly, either as an individual or as a proprietor, stockholder, partner, officer, director, employee, agent, consultant or independent contractor of any individual, partnership, corporation or other entity (excluding an ownership interest of three percent (3%) or less in the stock of a publicly-traded company): (i) becomes employed by, participates in, or becomes connected in any manner with the ownership, management, operation or control of any bank, savings and loan or other similar financial institution if the Executive’s responsibilities will include providing banking or other financial services within a seventy-twenty five (7525) mile radius miles of any office, branch or other facility (other than solely an ATM) office maintained by the Company as of the Employer existing at date of the time termination of the Executive ceases to be employed by EmployerExecutive’s employment; (ii) participates in any way in hiring or otherwise engaging, or assisting any other person or entity in hiring or otherwise engaging, on a temporary, part-time or permanent basis, any individual who was employed by the Employer Company as of the date of termination of the Executive’s employment; (iii) assists, advises, or serves in any capacity, representative or otherwise, any third party in any action against the Employer Company or transaction involving the EmployerCompany; (iv) sells, offers to sell, provides banking or other financial services, assists any other person in selling or providing banking or other financial services, or solicits or otherwise competes for, either directly or indirectly, any orders, contract, or accounts for services of a kind or nature like or substantially similar to the financial services performed or financial products sold by the Employer Company (the preceding hereinafter referred to as “Services”), to or from any person or entity from whom the Executive or the EmployerCompany, to the knowledge of the Executive provided banking or other financial services, sold, offered to sell or solicited orders, contracts or accounts for Services during the three one (31) year period immediately prior to the termination of the Executive’s employment; (v) divulges, discloses, or communicates to others in any manner whatsoever, any confidential information of the EmployerCompany, to the knowledge of the Executive, including, but not limited to, the names and addresses of customers or prospective customers, of the EmployerCompany, as they may have existed from time to time, of work performed or services rendered for any customer, any method and/or procedures relating to projects or other work developed for the EmployerCompany, earnings or other confidential information concerning the EmployerCompany. The restrictions contained in this subparagraph (v) apply to all confidential information regarding the EmployerCompany, regardless of the source who provided or compiled such information. Notwithstanding anything to the contrary, all confidential information referred to herein shall not be disclosed unless and until it becomes known to the general public from sources other than the Executive. Notwithstanding the foregoing, Section 9.10(i) shall not apply following a “Change in Control” as such term is defined in the Change in Control Agreement by and among the Holding Company, the Employer and the Executive effective July 1, 2024.

Forfeiture Provision. The Executive shall forfeit any non-distributed benefits under this Agreement if during the term of this Agreement and within twelve (12) months following a Separation from Service, the Executive, directly or indirectly, either as an individual or as a proprietor, stockholder, partner, officer, director, employee, agent, consultant or independent contractor of any individual, partnership, corporation or other entity (excluding an ownership interest of three percent (3%) or less in the stock of a publicly-traded company): (i) becomes employed by, participates in, or becomes connected in any manner with the ownership, management, operation or control of any other bank, savings and loan or other similar financial institution if such other bank, savings and loan or other similar financial institution maintains any office within twenty-five (25) miles of any office maintained by the Bank as of the date of the termination of the Executive’s responsibilities will include providing banking or other financial services within a seventy-five (75) mile radius of any office, branch or other facility (other than solely an ATM) of the Employer existing at the time the Executive ceases to be employed by Employeremployment; (ii) participates in any way in hiring or otherwise engaging, or assisting any other person or entity in hiring or otherwise engaging, on a temporary, part-time or permanent basis, any individual who was employed by the Employer Bank as of the date of termination of the Executive’s employment; (iii) assists, advises, or serves in any capacity, representative or otherwise, any third party in any action against the Employer Bank or transaction involving the EmployerBank; (iv) sells, offers to sell, provides banking or other financial services, assists any other person in selling or providing banking or other financial services, or solicits or otherwise competes for, either directly or indirectly, any orders, contract, or accounts for services of a kind or nature like or substantially similar to the financial services performed or financial products sold by the Employer Bank (the preceding hereinafter referred to as “Services”), to or from any person or entity from whom the Executive or the EmployerBank, to the knowledge of the Executive provided banking or other financial services, sold, offered to sell or solicited orders, contracts or accounts for Services during the three (3) year period immediately prior to the termination of the Executive’s employment; (v) divulges, discloses, or communicates to others in any manner whatsoever, any confidential information of the EmployerBank, to the knowledge of the Executive, including, but not limited to, the names and addresses of customers or prospective customers, of the EmployerBank, as they may have existed from time to time, of work performed or services rendered for any customer, any method and/or procedures relating to projects or other work developed for the EmployerBank, earnings or other confidential information concerning the EmployerBank. The restrictions contained in this subparagraph (v) apply to all confidential information regarding the EmployerBank, regardless of the source who provided or compiled such information. Notwithstanding anything to the contrary, all confidential information referred to herein shall not be disclosed unless and until it becomes known to the general public from sources other than the Executive. Notwithstanding the foregoing, Section 9.10(i) shall not apply following a “Change in Control” as such term is defined in the Change in Control Agreement by and among the Holding Company, the Employer and the Executive effective July 1, 2024.

Forfeiture Provision. The Executive shall forfeit any non-distributed benefits under this Agreement if if, within three (3) years following the termination of the Executive’s employment, the Executive, directly or indirectly, either as an individual or as a proprietor, stockholder, partner, officer, director, employee, agent, consultant or independent contractor of any individual, partnership, corporation or other entity (excluding an ownership interest of three percent (3%) or less in the stock of a publicly-traded company): (i) becomes employed by, participates in, or becomes connected in any manner with the ownership, management, operation or control of any bank, savings and loan or other similar financial institution if the Executive’s responsibilities will include providing banking or other financial services within a seventy-five fifty (7550) mile radius miles of any office, branch or other facility (other than solely an ATM) office maintained by the Employer as of the Employer existing at date of the time termination of the Executive ceases to be employed by EmployerExecutive’s employment; (ii) participates in any way in hiring or otherwise engaging, or assisting any other person or entity in hiring or otherwise engaging, on a temporary, part-time or permanent basis, any individual who was employed by the Employer as of the date of termination of the Executive’s employment; (iii) assists, advises, or serves in any capacity, representative or otherwise, any third party in any action against the Employer or transaction involving the Employer; (iv) sells, offers to sell, provides banking or other financial services, assists any other person in selling or providing banking or other financial services, or solicits or otherwise competes for, either directly or indirectly, any orders, contract, or accounts for services of a kind or nature like or substantially similar to the financial services performed or financial products sold by the Employer (the preceding hereinafter referred to as “Services”), to or from any person or entity from whom the Executive or the Employer, to the knowledge of the Executive provided banking or other financial services, sold, offered to sell or solicited orders, contracts or accounts for Services during the three (3) year period immediately prior to the termination of the Executive’s employment; (v) divulges, discloses, or communicates to others in any manner whatsoever, any confidential information of the Employer, to the knowledge of the Executive, including, but not limited to, the names and addresses of customers or prospective customers, of the Employer, as they may have existed from time to time, of work performed or services rendered for any customer, any method and/or procedures relating to projects or other work developed for the Employer, earnings or other confidential information concerning the Employer. The restrictions contained in this subparagraph (v) apply to all confidential information regarding the Employer, regardless of the source who provided or compiled such information. Notwithstanding anything to the contrary, all confidential information referred to herein shall not be disclosed unless and until it becomes known to the general public from sources other than the Executive. Notwithstanding the foregoing, The forfeiture provision detailed in this Section 9.10(i) 7.10 shall not apply following a “Change in Control” as such term is defined in the Change in Control Agreement by and among the Holding Company, the Employer and the Executive effective July 1, 2024.

Forfeiture Provision. The Executive shall forfeit any non-distributed benefits under this Agreement if during the term of this Agreement and within twelve (12) months following a Separation from Service, the Executive, directly or indirectly, either as an individual or as a proprietor, stockholder, partner, officer, director, employee, agent, consultant or independent contractor of any individual, partnership, corporation or other entity (excluding an ownership interest of three percent (3%) or less in the stock of a publicly-traded company): (i) becomes employed by, participates in, or becomes connected in any manner with the ownership, management, operation or control of any other bank, savings and loan loan, mortgage company, or other similar financial institution if such other bank, savings and loan, mortgage company or other similar financial institution maintains any office in Hartford County Connecticut as of the date of the termination of the Executive’s responsibilities will include providing banking or other financial services within a seventy-five (75) mile radius of any office, branch or other facility (other than solely an ATM) of the Employer existing at the time the Executive ceases to be employed by Employer's employment; (ii) participates in any way in hiring or otherwise engaging, or assisting any other person or entity in hiring or otherwise engaging, on a temporary, part-time or permanent basis, any individual who was employed by the Employer Bank as of the date of termination of the Executive’s 's employment; (iii) assists, advises, or serves in any capacity, representative or otherwise, any third party in any action against the Employer Bank or transaction involving the EmployerBank; (iv) sells, offers to sell, provides banking banking, mortgage, or other financial services, assists any other person in selling or providing banking banking, mortgage, or other financial services, or solicits or otherwise competes for, either directly or indirectly, any orders, contract, or accounts for services of a kind or nature like or substantially similar to the financial services performed or financial products sold by the Employer Bank (the preceding hereinafter referred to as “"Services”"), to or from any person or entity from whom the Executive or the EmployerBank, to the knowledge of the Executive provided banking or other financial services, sold, offered to sell or solicited orders, contracts or accounts for Services during the three (3) year period immediately prior to the termination of the Executive’s 's employment; (v) divulges, discloses, or communicates to others in any manner whatsoever, any confidential information of the EmployerBank, to the knowledge of the Executive, including, but not limited to, the names and addresses of customers or prospective customers, of the EmployerBank, as they may have existed from time to time, of work performed or services rendered for any customer, any method and/or procedures relating to projects or other work developed for the EmployerBank, earnings or other confidential information concerning the EmployerBank. The restrictions contained in this subparagraph (v) apply to all confidential information regarding the EmployerBank, regardless of the source who provided or compiled such information. Notwithstanding anything to the contrary, all confidential information referred to herein shall not be disclosed unless and until it becomes known to the general public from sources other than the Executive. Notwithstanding the foregoing, Section 9.10(i) shall not apply following a “Change in Control” as such term is defined in the Change in Control Agreement by and among the Holding Company, the Employer and the Executive effective July 1, 2024.

Forfeiture Provision. The Executive shall forfeit any non-distributed benefits under this Agreement if if, during the period set forth in section 7.10.3 below, the Executive, directly or indirectly, either as an individual or as a proprietor, stockholder, partner, officer, directortrustee, employee, agent, consultant or independent contractor of any individual, partnership, corporation or other entity (excluding an ownership interest of three percent (3%) or less in the stock of a publicly-traded company): (i) becomes employed by, participates in, or becomes connected in any manner with the ownership, management, operation or control of any bank, savings and loan or other similar financial institution if the Executive’s responsibilities will include providing banking or other financial services within a seventytwenty-five (7525) mile radius miles of any office, branch or other facility (other than solely an ATM) office maintained by the Employer as of the Employer existing at date of the time termination of the Executive ceases to be employed by EmployerExecutive’s employment; (ii) participates in any way in hiring or otherwise engaging, or assisting any other person or entity in hiring or otherwise engaging, on a temporary, part-time or permanent basis, any individual who was employed by the Employer as of the date of termination of the Executive’s employment; (iii) assists, advises, or serves in any capacitycapacity with, representative or otherwise, any third party in any action against the Employer or in opposition to any transaction involving the Employer; (iv) sells, offers to sell, sell or provides banking or other financial services, assists any other person in selling or providing banking or other financial services, or solicits or otherwise competes for, either directly or indirectly, any orders, contractcontracts, or accounts for services of a kind or nature like or substantially similar to the financial services performed or financial products sold by the Employer (the preceding hereinafter referred to as “Services”), to or from any person or entity from whom the Executive or the Employer, to the knowledge of the Executive Executive, provided banking or other financial services, sold, offered to sell or solicited orders, contracts or accounts for Services during the three (3) year period immediately prior to the termination of the Executive’s employment; (v) divulges, discloses, or communicates to others in any manner whatsoever, any confidential information of the Employer, to the knowledge of the Executive, including, but not limited to, the names and addresses of customers or prospective customers, customers of the Employer, as they may have existed from time to time, of work performed or services rendered for any customer, any method and/or procedures relating to projects or other work developed for the Employer, earnings or other confidential information concerning the Employer. The restrictions contained in this subparagraph (v) apply to all confidential information regarding the Employer, regardless of the source who provided or compiled such information. Notwithstanding anything to the contrary, all confidential information referred to herein shall not be disclosed unless and until it becomes known to the general public from sources other than the Executive. Notwithstanding the foregoing, Section 9.10(i) shall not apply following a “Change in Control” as such term is defined in the Change in Control Agreement by and among the Holding Company, the Employer and the Executive effective July 1, 2024.

Forfeiture Provision. The Executive shall forfeit any non-distributed benefits under this Agreement if if, during the period set forth in Section 11.4.3 below, the Executive, directly or indirectly, either as an individual or as a proprietor, stockholder, partner, officer, directortrustee, employee, agent, consultant or independent contractor of any individual, partnership, corporation or other entity (excluding an ownership interest of three percent (3%) or less in the stock of a publicly-traded company): (i) becomes employed by, participates in, or becomes connected in any manner with the ownership, management, operation or control of any bank, savings and loan or other similar financial institution if the Executive’s responsibilities will include providing banking or other financial services within a seventytwenty-five (7525) mile radius miles of any office, branch or other facility (other than solely an ATM) office maintained by the Employer as of the Employer existing at date of the time termination of the Executive ceases to be employed by EmployerExecutive’s employment; (ii) participates in any way in hiring or otherwise engaging, or assisting any other person or entity in hiring or otherwise engaging, on a temporary, part-time or permanent basis, any individual who was employed by the Employer as of the date of termination of the Executive’s employment; (iii) assists, advises, or serves in any capacitycapacity with, representative or otherwise, any third party in any action against the Employer or in opposition to any transaction involving the Employer; (iv) sells, offers to sell, sell or provides banking or other financial services, assists any other person in selling or providing banking or other financial services, or solicits or otherwise competes for, either directly or indirectly, any orders, contractcontracts, or accounts for services of a kind or nature like or substantially similar to the financial services performed or financial products sold by the Employer (the preceding hereinafter referred to as “Services”), to or from any person or entity from whom the Executive or the Employer, to the knowledge of the Executive Executive, provided banking or other financial services, sold, offered to sell or solicited orders, contracts or accounts for Services during the three (3) year period immediately prior to the termination of the Executive’s employment; (v) divulges, discloses, or communicates to others in any manner whatsoever, any confidential information of the Employer, to the knowledge of the Executive, including, but not limited to, the names and addresses of customers or prospective customers, customers of the Employer, as they may have existed from time to time, of work performed or services rendered for any customer, any method and/or procedures relating to projects or other work developed for the Employer, earnings or other confidential information concerning the Employer. The restrictions contained in this subparagraph (v) apply to all confidential information regarding the Employer, regardless of the source who provided or compiled such information. Notwithstanding anything to the contrary, all confidential information referred to herein shall not be disclosed unless and until it becomes known to the general public from sources other than the Executive. Notwithstanding the foregoing, Section 9.10(i) shall not apply following a “Change in Control” as such term is defined in the Change in Control Agreement by and among the Holding Company, the Employer and the Executive effective July 1, 2024.

Forfeiture Provision. The Executive Director shall forfeit any non-distributed benefits under this Agreement if during the Executiveterm of this Agreement and within twenty-four (24) months following a Separation from Service, the Director, directly or indirectly, either as an individual or as a proprietor, stockholder, partner, officer, director, employee, agent, consultant or independent contractor of any individual, partnership, corporation or other entity (excluding an ownership interest of three percent (3%) or less in the stock of a publicly-traded company): (i) becomes employed by, participates in, or becomes connected in any manner with the ownership, management, operation or control of any bank, savings and loan or other similar financial institution if the ExecutiveDirector’s responsibilities will include providing banking or other financial services within a seventythe thirty-five (7535) mile radius miles of any office, branch or other facility (other than solely an ATM) office maintained by the Bank as of the Employer existing at date of the time termination of the Executive ceases to be employed by EmployerDirector’s service; (ii) participates in any way in hiring or otherwise engaging, or assisting any other person or entity in hiring or otherwise engaging, on a temporary, part-time or permanent basis, any individual who was employed by the Employer Bank as of the date of termination of the ExecutiveDirector’s employmentservice; (iii) assists, advises, or serves in any capacity, representative or otherwise, any third party in any action against the Employer Bank or transaction involving the EmployerBank; (iv) sells, offers to sell, provides banking or other financial services, assists any other person in selling or providing banking or other financial services, or solicits or otherwise competes for, either directly or indirectly, any orders, contract, or accounts for services of a kind or nature like or substantially similar to the financial services performed or financial products sold by the Employer Bank (the preceding hereinafter referred to as “Services”), to or from any person or entity from whom the Executive Director or the EmployerBank, to the knowledge of the Executive Director provided banking or other financial services, sold, offered to sell or solicited orders, contracts or accounts for Services during the three (3) year period immediately prior to the termination of the ExecutiveDirector’s employmentservice; (v) divulges, discloses, or communicates to others in any manner whatsoever, any confidential information of the EmployerBank, to the knowledge of the ExecutiveDirector, including, but not limited to, the names and addresses of customers or prospective customers, of the EmployerBank, as they may have existed from time to time, of work performed or services rendered for any customer, any method and/or procedures relating to projects or other work developed for the EmployerBank, earnings or other confidential information concerning the EmployerBank. The restrictions contained in this subparagraph (v) apply to all confidential information regarding the EmployerBank, regardless of the source who provided or compiled such information. Notwithstanding anything to the contrary, all confidential information referred to herein THE NATIONAL UNION BANK OF KINDERHOOK Phantom Stock Appreciation Rights Agreement shall not be disclosed unless and until it becomes known to the general public from sources other than the ExecutiveDirector. Notwithstanding The Director specifically acknowledges that the foregoingforfeiture provisions set forth above are reasonable and necessary to protect the Bank’s legitimate interests and are not unreasonably burdensome to the Director. If any of the restrictions contained herein shall be held to be excessively broad as to time or geographic area, Section 9.10(i) it shall not apply following a “Change in Control” as such term is defined in be deemed amended to the Change in Control Agreement by extent necessary to be valid and among the Holding Company, the Employer and the Executive effective July 1, 2024enforceable under applicable state law.

Forfeiture Provision. The Executive shall forfeit any non-distributed benefits under this Agreement if the Executive, directly or indirectly, either as an individual or as a proprietor, stockholder, partner, officer, director, employee, agent, consultant or independent contractor of any individual, partnership, corporation or other entity (excluding an ownership interest of three percent (3%) or less in the stock of a publicly-traded company): (i) becomes employed by, participates in, or becomes connected in any manner with the ownership, management, operation or control of any bank, savings and loan or other similar financial institution if the Executive’s responsibilities will include providing banking or other financial services within a seventy-five (75) mile radius of any office, branch or other facility (other than solely an ATM) of the Employer existing at the time the Executive ceases to be employed by Employer; (ii) participates in any way in hiring or otherwise engaging, or assisting any other person or entity in hiring or otherwise engaging, on a temporary, part-time or permanent basis, any individual who was employed by the Employer as of the date of termination of the Executive’s employment; (iii) assists, advises, or serves in any capacity, representative or otherwise, any third party in any action against the Employer or transaction involving the Employer; (iv) sells, offers to sell, provides banking or other financial services, assists any other person in selling or providing banking or other financial services, or solicits or otherwise competes for, either directly or indirectly, any orders, contract, or accounts for services of a kind or nature like or substantially similar to the financial services performed or financial products sold by the Employer (the preceding hereinafter referred to as “Services”), to or from any person or entity from whom the Executive or the Employer, to the knowledge of the Executive provided banking or other financial services, sold, offered to sell or solicited orders, contracts or accounts for Services during the three (3) year period immediately prior to the termination of the Executive’s employment; (v) divulges, discloses, or communicates to others in any manner whatsoever, any confidential information of the Employer, to the knowledge of the Executive, including, but not limited to, the names and addresses of customers or prospective customers, of the Employer, as they may have existed from time to time, of work performed or services rendered for any customer, any method and/or procedures relating to projects or other work developed for the Employer, earnings or other confidential information concerning the Employer. The restrictions contained in this subparagraph (v) apply to all confidential information regarding the Employer, regardless of the source who provided or compiled such information. Notwithstanding anything to the contrary, all confidential information referred to herein shall not be disclosed unless and until it becomes known to the general public from sources other than the Executive. Notwithstanding the foregoing, Section 9.10(i) shall not apply following a “Change in Control” as such term is defined in the Change in Control Agreement by and among the Holding Company, the Employer and the Executive effective July 1, 2024.

Forfeiture Provision. The Executive shall forfeit any non-distributed benefits under this Agreement if during the term of this Agreement, without prior written consent of the Employer, the Executive, directly or indirectly, either as an individual or as a proprietor, stockholder, partner, officer, director, employee, agent, consultant or independent contractor of any individual, partnership, corporation or other entity (excluding an ownership interest of three percent (3%) or less in the stock of a publicly-traded company): (i) within twenty-four (24) months of separation from service, becomes employed by, participates in, or becomes connected in any manner with the ownership, management, operation or control of any bank, savings and loan or other similar financial institution if the Executive’s 's responsibilities will include providing banking or other financial services within a seventy-five fifty (7550) mile radius miles of any office, branch office maintained by the Corporation or other facility (other than solely an ATM) any of its subsidiaries as of the Employer existing at date of the time termination of the Executive ceases to be employed by EmployerExecutive's employment; (ii) participates in any way in hiring or otherwise engaging, or assisting any other person or entity in hiring or otherwise engaging, on a temporary, part-time or permanent basis, any individual who was employed by the Employer as Corporation or any of its subsidiaries during the date of three (3) years preceding the termination of the Executive’s 's employment; (iii) assists, advises, or serves in any capacity, representative or otherwise, any third party in any action against the Employer Corporation or any of its subsidiaries or transaction involving the EmployerCorporation or any of its subsidiaries; (iv) sells, offers to sell, provides banking or other financial services, assists any other person in selling or providing banking or other financial services, or solicits or otherwise competes for, either directly or indirectly, any orders, contract, or accounts for services of a kind or nature like or substantially similar to the financial services performed or financial products sold by the Employer Corporation or any of its subsidiaries (the preceding hereinafter referred to as “"Services”"), to or from any person or entity from whom the Executive or the EmployerCorporation or any of its subsidiaries, to the knowledge of the Executive provided banking or other financial services, sold, offered to sell or solicited orders, contracts or accounts for Services during the three (3) year period immediately prior to the termination of the Executive’s employmentSeparation from Service; (v) divulges, discloses, or communicates to others in any manner whatsoever, any confidential information of the EmployerCorporation or any of its subsidiaries, to the knowledge of the Executive, including, but not limited to, the names and addresses of customers or prospective customers, of the EmployerCorporation or any of its subsidiaries, as they may have existed from time to time, of work performed or services rendered for any customer, any method and/or procedures relating to projects or other work developed for the EmployerCorporation or any of its subsidiaries, earnings or other confidential information concerning the EmployerCorporation or any of its subsidiaries. The restrictions contained in this subparagraph (v) apply to all confidential information regarding the EmployerCorporation or any of its subsidiaries, regardless of the source who provided or compiled such information. Notwithstanding anything to the contrary, all confidential information referred to herein shall not be disclosed unless and until it becomes known to the general public from sources other than the Executive. Notwithstanding the foregoing, Section 9.10(ifollowing a Change in Control, provision (i) shall not apply and provisions (ii), (iii), and (iv) shall apply for only twelve (12) months from the date of Separation from Service following a “the Change in Control” as such term is defined in the Change in Control Agreement by and among the Holding Company, the Employer and the Executive effective July 1, 2024.

Forfeiture Provision. The Executive shall forfeit forfeit, for the Executive and the Beneficiary, any non-distributed unpaid benefits under this Agreement hereunder, if the Executive, directly or indirectly, either as an individual or as a proprietor, stockholder, partner, officer, directortrustee, employee, agent, consultant or independent contractor of any individual, partnership, corporation or other entity (excluding an ownership interest of three percent (3%) or less in the stock of a publicly-traded company): (i) becomes employed by, participates in, or becomes connected in any manner with the ownership, management, operation or control of any bank, savings and loan or other similar financial institution if the Executive’s responsibilities will include providing banking or other financial services within a seventythirty-five (7535) mile radius miles of any office, branch or other facility (other than solely an ATM) office maintained by the Employer as of the Employer existing at the time the Executive ceases to be employed by Employerdate of Separation from Service; (ii) participates in any way in hiring or otherwise engaging, or assisting any other person or entity in hiring or otherwise engaging, on a temporary, part-part- time or permanent basis, any individual who was employed by the Employer as of the date of termination of the Executive’s employment; (iii) assists, advises, or serves in any capacitycapacity with, representative or otherwise, any third party in any action against the Employer or in opposition to any transaction involving the Employer; (iv) sells, offers to sell, sell or provides banking or other financial services, assists any other person in selling or providing banking or other financial services, or solicits or otherwise competes for, either directly or indirectly, any orders, contractcontracts, or accounts for services of a kind or nature like or substantially similar to the financial services performed or financial products sold by the Employer (the preceding hereinafter referred to as “Services”), to or from any person or entity from whom the Executive or the Employer, to the knowledge of the Executive Executive, provided banking or other financial services, sold, offered to sell or solicited orders, contracts or accounts for Services during the three (3) year period immediately prior to the termination of the Executive’s employment; (v) divulges, discloses, or communicates to others in any manner whatsoever, any confidential information of the Employer, to the knowledge of the Executive, including, but not limited to, the names and addresses of customers or prospective customers, customers of the Employer, as they may have existed from time to time, of work performed or services rendered for any customer, any method and/or procedures relating to projects or other work developed for the Employer, earnings or other confidential information concerning the Employer. The restrictions contained in this subparagraph (v) apply to all confidential information regarding the Employer, regardless of the source who provided or compiled such information. Notwithstanding anything to the contrary, all confidential information referred to herein shall not be disclosed unless and until it becomes known to the general public from sources other than the Executive. Notwithstanding the foregoing, this Section 9.10(i) 7.9 shall not apply following a “(a) Change in Control” as such term is defined in the Change in Control Agreement by and among the Holding Company, the Employer and the Executive effective July 1, 2024.(b) Termination for Good Reason or (c) Involuntary Termination,

Forfeiture Provision. The Executive shall forfeit any non-distributed benefits under this Agreement if within twelve (12) months following a Separation from Service, the Executive, violates the applicable restrictive covenants found in any effective severance or employment agreement existing on the date hereof or hereafter entered into between the Executive and the Bank and/or Lake Shore Bancorp, Inc. If the Executive is not a party to a severance or employment agreement containing a definition for change in control, then the Executive shall forfeit any non-distributed benefits under this Agreement if within twelve (12) months following a Separation from Service, the Executive, directly or indirectly, either as an individual or as a proprietor, stockholder, partner, officer, director, employee, agent, consultant or independent contractor of any individual, partnership, corporation or other entity (excluding an ownership interest of three percent (3%) or less in the stock of a publicly-traded company): (i) becomes employed by, participates in, or becomes connected in any manner with the ownership, management, operation or control of any bank, savings and loan or other similar financial institution if the Executive’s responsibilities will include providing banking or other financial services within a seventy-five (75) mile radius of in any city, town or county in which the Executive’s normal business office is located or the Bank or the Company has an office or has filed an application for regulatory approval to establish an office, branch or other facility (other than solely an ATM) determined as of the Employer existing at date of the time termination of the Executive ceases to be employed by EmployerExecutive’s employment; (ii) becomes employed by, participates in, or becomes connected in any way manner with the ownership, management, operation or control of any bank, savings and loan or other similar financial institution if the Executive’s responsibilities will include providing banking or other financial services in hiring any city, town or otherwise engagingcounty in which the Executive’s normal business office is located or the Bank or the Company has an office or has filed an application for regulatory approval to establish an office, or assisting any other person or entity in hiring or otherwise engaging, on a temporary, part-time or permanent basis, any individual who was employed by the Employer determined as of the date of the termination of the Executive’s employment; (iii) assists, advises, or serves in any capacity, representative or otherwise, any third party in any action against the Employer Bank or transaction involving the EmployerBank; (iv) sells, offers to sell, provides banking or other financial services, assists any other person in selling or providing banking or other financial services, or solicits or otherwise competes for, either directly or indirectly, any orders, contract, or accounts for services of a kind or nature like or substantially similar to the financial services performed or financial products sold by the Employer Bank (the preceding hereinafter referred to as “Services”), to or from any person or entity from whom the Executive or the EmployerBank, to the knowledge of the Executive provided banking or other financial services, sold, offered to sell or solicited orders, contracts or accounts for Services during the three one (31) year period immediately prior to the termination of the Executive’s employment; (v) divulges, discloses, or communicates to others in any manner whatsoever, any confidential information of the EmployerBank, to the knowledge of the Executive, including, but not limited to, the names and addresses of customers or prospective customers, of the EmployerBank, as they may have existed from 7 time to time, of work performed or services rendered for any customer, any method and/or procedures relating to projects projects’ or other work developed for the EmployerBank, earnings or other confidential information concerning the EmployerBank. The restrictions contained in this subparagraph (v) apply to all confidential information regarding the EmployerBank, regardless of the source who provided or compiled such information. Notwithstanding anything to the contrary, all confidential information referred to herein shall not be disclosed unless and until it becomes known to the general public from sources other than the Executive. Notwithstanding the foregoing, Section 9.10(i) shall not apply following a “Change in Control” as such term is defined in the Change in Control Agreement by and among the Holding Company, the Employer and the Executive effective July 1, 2024.

Forfeiture Provision. The Executive shall forfeit any non-distributed benefits under this Agreement if during the term of this Agreement and within twelve (12) months following a Separation from Service, the Executive, directly or indirectly, either as an individual or as a proprietor, stockholder, partner, officer, director, employee, agent, consultant or independent contractor of any individual, partnership, corporation or other entity (excluding an ownership interest of three percent (3%) or less in the stock of a publicly-traded company): (i) becomes employed by, participates in, or becomes connected in any manner with the ownership, management, operation or control of any bank, savings and loan or other similar financial institution if the Executive’s responsibilities will include providing banking or other financial services within a seventytwenty-five (7525) mile radius miles of any office, branch or other facility (other than solely an ATM) office maintained by the Bank as of the Employer existing at date of the time termination of the Executive ceases to be employed by EmployerExecutive’s employment; (ii) participates in any way in hiring or otherwise engaging, or assisting any other person or entity in hiring or otherwise engaging, on a temporary, part-time or permanent basis, any individual who was employed by the Employer Bank as of the date of termination of the Executive’s employment; (iii) assists, advises, or serves in any capacity, representative or otherwise, any third party in any action against the Employer Bank or transaction involving the EmployerBank; (iv) sells, offers to sell, provides banking or other financial services, assists any other person in selling or providing banking or other financial services, or solicits or otherwise competes for, either directly or indirectly, any orders, contract, or accounts for services of a kind or nature like or substantially similar to the financial services performed or financial products sold by the Employer Bank (the preceding hereinafter referred to as “Services”), to or from any person or entity from whom the Executive or the EmployerBank, to the knowledge of the Executive provided banking or other financial services, sold, offered to sell or solicited orders, contracts or accounts for Services during the three one (31) year period immediately prior to the termination of the Executive’s employment; (v) divulges, discloses, or communicates to others in any manner whatsoever, any confidential information of the EmployerBank, to the knowledge of the Executive, including, but not limited to, the names and addresses of customers or prospective customers, of the EmployerBank, as they may have existed from time to time, of work performed or services rendered for any customer, any method and/or procedures relating to projects or other work developed for the EmployerBank, earnings or other confidential information concerning the EmployerBank. The restrictions contained in this subparagraph (v) apply to all confidential information regarding the EmployerBank, regardless of the source who that provided or compiled such information. Notwithstanding anything to the contrary, all confidential information referred to herein shall not be disclosed unless and until it becomes known to the general public from sources other than the Executive. Notwithstanding the foregoing, Section 9.10(i) shall not apply following a “Change in Control” as such term is defined in the Change in Control Agreement by and among the Holding Company, the Employer and the Executive effective July 1, 2024.

Forfeiture Provision. The Executive shall forfeit any non-distributed benefits under this Agreement if during the term of this Agreement and within twelve (12) months following a Separation from Service, the Executive, directly or indirectly, either as an individual or as a proprietor, stockholder, partner, officer, director, employee, agent, consultant or independent contractor of any individual, partnership, corporation or other entity (excluding an ownership interest of three percent (3%) or less in the stock of a publicly-traded company): (i) becomes employed by, participates in, or becomes connected in any manner with the ownership, management, operation or control of any bank, savings and loan or other similar financial institution if the Executive’s 's responsibilities will include providing banking or other financial services within a seventythe twenty-five (7525) mile radius miles of any office, branch or other facility (other than solely an ATM) office maintained by the Bank as of the Employer existing at date of the time termination of the Executive ceases to be employed by EmployerExecutive's employment; (ii) participates in any way in hiring or otherwise engaging, or assisting any other person or entity in hiring or otherwise engaging, on a temporary, part-time or permanent basis, any individual who was employed by the Employer Bank as of the date of termination of the Executive’s 's employment; (iii) assists, advises, or serves in any capacity, representative or otherwise, any third party in any action against the Employer Bank or transaction involving the EmployerBank; (iv) sells, offers to sell, provides banking or other financial services, assists any other person in selling or providing banking or other financial services, or solicits or otherwise competes for, either directly or indirectly, any orders, contract, or accounts for services of a kind or nature like or substantially similar to the financial services performed or financial products sold by the Employer Bank (the preceding hereinafter referred to as “"Services”"), to or from any person or entity from whom the Executive or the EmployerBank, to the knowledge of the Executive provided banking or other financial services, sold, offered to sell or solicited orders, contracts or accounts for Services during the three (3) year period immediately prior to the termination of the Executive’s 's employment; (v) divulges, discloses, or communicates to others in any manner whatsoever, any confidential information of the EmployerBank, to the knowledge of the Executive, including, but not limited to, the names and addresses of customers or prospective customers, of the EmployerBank, as they may have existed from time to time, of work performed or services rendered for any customer, any method and/or procedures relating to projects or other work developed for the EmployerBank, earnings or other confidential information concerning the EmployerBank. The restrictions contained in this subparagraph (v) apply to all confidential information regarding the EmployerBank, regardless of the source who provided or compiled such information. Notwithstanding anything to the contrary, all confidential information referred to herein shall not be disclosed unless and until it becomes known to the general public from sources other than the Executive. Notwithstanding the foregoing, Section 9.10(i) shall not apply following a “Change in Control” as such term is defined in the Change in Control Agreement by and among the Holding Company, the Employer and the Executive effective July 1, 2024.

Forfeiture Provision. The Executive shall forfeit any non-distributed benefits under this Agreement if the Executive, directly or indirectly, either as an individual or as a proprietor, stockholder, partner, officer, director, employee, agent, consultant or independent contractor of any individual, partnership, corporation or other entity (excluding an ownership interest of three percent (3%) or less in the stock of a publicly-traded company): (i) becomes employed by, participates in, or becomes connected in any manner with the ownership, management, operation or control of any bank, savings and loan or other similar financial institution if the Executive’s responsibilities will include providing banking or other financial services within a seventy-five (75) mile radius of any office, branch or other facility (other than solely an ATM) of the Employer existing at the time the Executive ceases to be employed by Employer; (ii) participates in any way in hiring or otherwise engaging, or assisting any other person or entity in hiring or otherwise engaging, on a temporary, part-time or permanent basis, any individual who was employed by the Employer as of the date of termination of the Executive’s employment; (iii) assists, advises, or serves in any capacity, representative or otherwise, any third party in any action against the Employer or transaction involving the Employer; (iv) sells, offers to sell, provides banking or other financial services, assists any other person in selling or providing banking or other financial services, or solicits or otherwise competes for, either directly or indirectly, any orders, contract, or accounts for services of a kind or nature like or substantially similar to the financial services performed or financial products sold by the Employer (the preceding hereinafter referred to as “Services”), to or from any person or entity from whom the Executive or the Employer, to the knowledge of the Executive provided banking or other financial services, sold, offered to sell or solicited orders, contracts or accounts for Services during the three (3) year period immediately prior to the termination of the Executive’s employment; (v) divulges, discloses, or communicates to others in any manner whatsoever, any confidential information of the Employer, to the knowledge of the Executive, including, but not limited to, the names and addresses of customers or prospective customers, of the Employer, as they may have existed from time to time, of work performed or services rendered for any customer, any method and/or procedures relating to projects or other work developed for the Employer, earnings or other confidential information concerning the Employer. The restrictions contained in this subparagraph (v) apply to all confidential information regarding the Employer, regardless of the source who provided or compiled such information. Notwithstanding anything to the contrary, all confidential information referred to herein shall not be disclosed unless and until it becomes known to the general public from sources other than the Executive. Notwithstanding the foregoing, Section 9.10(i) shall not apply following a “Change in Control” as such term is defined in the Amended and Restated Change in Control Agreement by and among the Holding Company, the Employer and the Executive effective July 1dated April 11, 20242022.

Forfeiture Provision. The Executive shall forfeit any non-distributed benefits under this Agreement if during the term of this Agreement and within twelve (12) months following a Separation from Service, the Executive, directly or indirectly, either as an individual or as a proprietor, stockholder, partner, officer, director, employee, agent, consultant or independent contractor of any individual, partnership, corporation or other entity (excluding an ownership interest of three percent (3%) or less in the stock of a publicly-traded company): (i) becomes employed by, participates in, or becomes connected in any manner with the ownership, management, operation or control of any other bank, savings and loan loan, mortgage company, or other similar financial institution if such other bank, savings and loan, mortgage company or other similar financial institution maintains any office in Hartford County Connecticut as of the date of the termination of the Executive’s responsibilities will include providing banking or other financial services within a seventy-five (75) mile radius of any office, branch or other facility (other than solely an ATM) of the Employer existing at the time the Executive ceases to be employed by Employeremployment; (ii) participates in any way in hiring or otherwise engaging, or assisting any other person or entity in hiring or otherwise engaging, on a temporary, part-time or permanent basis, any individual who was employed by the Employer Bank as of the date of termination of the Executive’s employment; (iii) assists, advises, or serves in any capacity, representative or otherwise, any third party in any action against the Employer Bank or transaction involving the EmployerBank; (iv) sells, offers to sell, provides banking banking, mortgage, or other financial services, assists any other person in selling or providing banking banking, mortgage, or other financial services, or solicits or otherwise competes for, either directly or indirectly, any orders, contract, or accounts for services of a kind or nature like or substantially similar to the financial services performed or financial products sold by the Employer Bank (the preceding hereinafter referred to as “Services”), to or from any person or entity from whom the Executive or the EmployerBank, to the knowledge of the Executive provided banking or other financial services, sold, offered to sell or solicited orders, contracts or accounts for Services during the three (3) year period immediately prior to the termination of the Executive’s employment; (v) divulges, discloses, or communicates to others in any manner whatsoever, any confidential information of the EmployerBank, to the knowledge of the Executive, including, but not limited to, the names and addresses of customers or prospective customers, of the EmployerBank, as they may have existed from time to time, of work performed or services rendered for any customer, any method and/or procedures relating to projects or other work developed for the EmployerBank, earnings or other confidential information concerning the EmployerBank. The restrictions contained in this subparagraph (v) apply to all confidential information regarding the EmployerBank, regardless of the source who provided or compiled such information. Notwithstanding anything to the contrary, all confidential information referred to herein shall not be disclosed unless and until it becomes known to the general public from sources other than the Executive. Notwithstanding the foregoing, Section 9.10(i) shall not apply following a “Change in Control” as such term is defined in the Change in Control Agreement by and among the Holding Company, the Employer and the Executive effective July 1, 2024.

Forfeiture Provision. The Executive shall forfeit any non-distributed benefits under this Agreement if within twelve (12) months following a Separation from Service, the Executive, violates the applicable restrictive covenants found in any effective severance or employment agreement existing on the date hereof or hereafter entered into between the Executive and the Bank and/or Lake Shore Bancorp, Inc. If the Executive is not a party to a severance or employment agreement containing a definition for change in control, then the Executive shall forfeit any non-distributed benefits under this Agreement if within twelve (12) months following a Separation from Service, the Executive, directly or indirectly, either as an individual or as a proprietor, stockholder, partner, officer, director, employee, agent, consultant or independent contractor of any individual, partnership, corporation or other entity (excluding an ownership interest of three percent (3%) or less in the stock of a publicly-traded company): (i) becomes employed by, participates in, or becomes connected in any manner with the ownership, management, operation or control of any bank, savings and loan or other similar financial institution if the Executive’s responsibilities will include providing banking or other financial services within a seventy-five (75) mile radius of in any city, town or county in which the Executive’s normal business office is located or the Bank or the Company has an office or has filed an application for regulatory approval to establish an office, branch or other facility (other than solely an ATM) determined as of the Employer existing at date of the time termination of the Executive ceases to be employed by EmployerExecutive’s employment; (ii) participates in any way in hiring or otherwise engaging, or assisting any other person or entity in hiring or otherwise engaging, on a temporary, part-time or permanent basis, any individual who was employed by the Employer Bank as of the date of termination of the Executive’s employment; (iii) assists, advises, or serves in any capacity, representative or otherwise, any third party in any action against the Employer Bank or transaction involving the EmployerBank; (iv) sells, offers to sell, provides banking or other financial services, assists any other person in selling or providing banking or other financial services, or solicits or otherwise competes for, either directly or indirectly, any orders, contract, or accounts for services of a kind or nature like or substantially similar to the financial services performed or financial products sold by the Employer Bank (the preceding hereinafter referred to as “Services”), to or from any person or entity from whom the Executive or the EmployerBank, to the knowledge of the Executive provided banking or other financial services, sold, offered to sell or solicited orders, contracts or accounts for Services during the three one (31) year period immediately prior to the termination of the Executive’s employment; (v) divulges, discloses, or communicates to others in any manner whatsoever, any confidential information of the EmployerBank, to the knowledge of the Executive, including, but not limited to, the names and addresses of customers or prospective customers, of the EmployerBank, as they may have existed from time to time, of work performed or services rendered for any customer, any method and/or procedures relating to projects projects’ or other work developed for the EmployerBank, earnings or other confidential information concerning the EmployerBank. The restrictions contained in this subparagraph (v) apply to all confidential information regarding the EmployerBank, regardless of the source who provided or compiled such information. Notwithstanding anything to the contrary, all confidential information referred to herein shall not be disclosed unless and until it becomes known to the general public from sources other than the Executive. Notwithstanding the foregoing, Section 9.10(i) shall not apply following a “Change in Control” as such term is defined in the Change in Control Agreement by and among the Holding Company, the Employer and the Executive effective July 1, 2024.

Forfeiture Provision. The Executive shall forfeit any non-distributed benefits under this Agreement if the Executive, directly or indirectly, either as an individual or as a proprietor, stockholder, partner, officer, director, employee, agent, consultant or independent contractor of any individual, partnership, corporation or other entity (excluding an ownership interest of three percent (3%) or less in the stock of a publicly-traded company): (i) within twelve (12) months following a Separation from Service, becomes employed by, participates in, or becomes connected in any manner with the ownership, management, operation or control of any bank, savings and loan or other similar financial institution if the Executive’s 's responsibilities will include providing banking or other financial services within a seventythirty-five (7535) mile radius miles of any office, branch or other facility (other than solely an ATM) office maintained by the Employer as of the Employer existing at date of the time termination of the Executive ceases to be employed by EmployerExecutive's employment; (ii) within twelve (12) months following a Separation from Service, participates in any way in hiring or otherwise engaging, or assisting any other person or entity in hiring or otherwise engaging, on a temporary, part-time or permanent basis, any individual who was employed by the Employer as of the date of termination of the Executive’s 's employment; (iii) within twelve (12) months following a Separation from Service, assists, advises, or serves in any capacity, representative or otherwise, any third party in any action against the Employer or transaction involving the Employer; (iv) within twelve (12) months following a Separation from Service, sells, offers to sell, provides banking or other financial services, assists any other person in selling or providing banking or other financial services, or solicits or otherwise competes for, either directly or indirectly, any orders, contract, or accounts for services of a kind or nature like or substantially similar to the financial services performed or financial products sold by the Employer (the preceding hereinafter referred to as “"Services”"), to or from any person or entity from whom the Executive or the Employer, to the knowledge of the Executive provided banking or other financial services, sold, offered to sell or solicited orders, contracts or accounts for Services during the three (3) year period immediately prior to the termination of the Executive’s 's employment; (v) within twelve (12) months following a Separation from Service, divulges, discloses, or communicates to others in any manner whatsoever, any confidential information of the Employer, to the knowledge of the Executive, including, but not limited to, the names and addresses of customers or prospective customers, of the Employer, as they may have existed from time to time, of work performed or services rendered for any customer, any method and/or procedures relating to projects or other work developed for the Employer, earnings or other confidential information concerning the Employer. The restrictions contained in this subparagraph (v) apply to all confidential information regarding the Employer, regardless of the source who provided or compiled such information. Notwithstanding anything to the contrary, all confidential information referred to herein shall not be disclosed unless and until it becomes known to the general public from sources other than the Executive. Notwithstanding the foregoing, The forfeiture provision detailed in this Section 9.10(i) shall not apply following a “Change in Control” as such term is defined in the Change in Control Agreement by and among the Holding Company, the Employer and the Executive effective July 1, 2024.

Forfeiture Provision. The Executive shall forfeit any non-distributed benefits under this Agreement if within thirty-six (36) months following a Separation from Service, the Executive, directly or indirectly, either as an individual or as a proprietor, stockholder, partner, officer, director, employee, agent, consultant or independent contractor of any individual, partnership, corporation or other entity (excluding an ownership interest of three percent (3%) or less in the stock of a publicly-traded company): (i) becomes employed by, participates in, or becomes connected in any manner with the ownership, management, operation or control of any bank, savings and loan or other similar financial institution if the Executive’s responsibilities will include providing banking or other financial services within a seventy-five (75) mile radius miles of any office, branch or other facility (other than solely an ATM) office maintained by the Bank as of the Employer existing at date of the time termination of the Executive ceases to be employed by EmployerExecutive’s employment; (ii) participates in any way in hiring or otherwise engaging, or assisting any other person or entity in hiring or otherwise engaging, on a temporary, part-time or permanent basis, any individual who was employed by the Employer Bank as of the date of termination of the Executive’s employment; (iii) assists, advises, or serves in any capacity, representative or otherwise, any third party in any action against the Employer Bank or transaction involving the EmployerBank; (iv) sells, offers to sell, provides banking or other financial services, assists any other person in selling or providing banking or other financial services, or solicits or otherwise competes for, either directly or indirectly, any orders, contract, or accounts for services of a kind or nature like or substantially similar to the financial services performed or Capstone Bank Salary Continuation Agreement financial products sold by the Employer Bank (the preceding hereinafter referred to as “Services”), to or from any person or entity from whom the Executive or the EmployerBank, to the knowledge of the Executive provided banking or other financial services, sold, offered to sell or solicited orders, contracts or accounts for Services during the three one (31) year period immediately prior to the termination of the Executive’s employment; (v) divulges, discloses, or communicates to others in any manner whatsoever, any confidential information of the EmployerBank, to the knowledge of the Executive, including, but not limited to, the names and addresses of customers or prospective customers, of the EmployerBank, as they may have existed from time to time, of work performed or services rendered for any customer, any method and/or procedures relating to projects or other work developed for the EmployerBank, earnings or other confidential information concerning the EmployerBank. The restrictions contained in this subparagraph (v) apply to all confidential information regarding the EmployerBank, regardless of the source who provided or compiled such information. Notwithstanding anything to the contrary, all confidential information referred to herein shall not be disclosed unless and until it becomes known to the general public from sources other than the Executive. Notwithstanding the foregoing, Section 9.10(i) shall not apply following a “Change in Control” as such term is defined in the Change in Control Agreement by and among the Holding Company, the Employer and the Executive effective July 1, 2024.

Forfeiture Provision. The Executive shall forfeit any non-distributed benefits under this Agreement if the Executive, directly or indirectly, either as an individual or as a proprietor, stockholder, partner, officer, director, employee, agent, consultant or independent contractor of any individual, partnership, corporation or other entity (excluding an ownership interest of three percent (3%) or less in the stock of a publicly-traded company): (i) within eighteen (18) months following a Separation from Service, becomes employed by, participates in, or becomes connected in any manner with the ownership, management, operation or control of any bank, savings and loan or other similar financial institution if the Executive’s responsibilities will include providing banking or other financial services within a seventythirty-five (7535) mile radius miles of any office, branch or other facility (other than solely an ATM) office maintained by the Employer as of the Employer existing at date of the time termination of the Executive ceases to be employed by EmployerExecutive’s employment; (ii) within eighteen (18) months following a Separation from Service, participates in any way in hiring or otherwise engaging, or assisting any other person or entity in hiring or otherwise engaging, on a temporary, part-time or permanent basis, any individual who was employed by the Employer as of the date of termination of the Executive’s employment; (iii) within eighteen (18) months following a Separation from Service, assists, advises, or serves in any capacity, representative or otherwise, any third party in any action against the Employer or transaction involving the Employer; (iv) within eighteen (18) months following a Separation from Service, sells, offers to sell, provides banking or other financial services, assists any other person in selling or providing banking or other financial services, or solicits or otherwise competes for, either directly or indirectly, any orders, contract, or accounts for services of a kind or nature like or substantially similar to the financial services performed or financial products sold by the Employer (the preceding hereinafter referred to as “Services”), to or from any person or entity from whom the Executive or the Employer, to the knowledge of the Executive provided banking or other financial services, sold, offered to sell or solicited orders, contracts or accounts for Services during the three (3) year period immediately prior to the termination of the Executive’s employment; (v) within eighteen (18) months following a Separation from Service, divulges, discloses, or communicates to others in any manner whatsoever, any confidential information of the Employer, to the knowledge of the Executive, including, but not limited to, the names and addresses of customers or prospective customers, of the Employer, as they may have existed from time to time, of work performed or services rendered for any customer, any method and/or procedures relating to projects or other work developed for the Employer, earnings or other confidential information concerning the Employer. The restrictions contained in this subparagraph (v) apply to all confidential information regarding the Employer, regardless of the source who provided or compiled such information. Notwithstanding anything to the contrary, all confidential information referred to herein shall not be disclosed unless and until it becomes known to the general public from sources other than the Executive. Notwithstanding the foregoing, The forfeiture provision detailed in this Section 9.10(i) shall not apply following a “Change in Control” as such term is defined in the Change in Control Agreement by and among the Holding Company, the Employer and the Executive effective July 1, 2024.

Forfeiture Provision. The Executive Director shall forfeit any non-distributed benefits under this Agreement if during the Executiveterm of this Agreement and within twenty-four (24) months following a Separation from Service, the Director, directly or indirectly, either as an individual or as a proprietor, stockholder, partner, officer, director, employee, agent, consultant or independent contractor of any individual, partnership, corporation or other entity (excluding an ownership interest of three percent (3%) or less in the stock of a publicly-traded company): (i) becomes employed by, participates in, or becomes connected in any manner with the ownership, management, operation or control of any bank, savings and loan or other similar financial institution if the ExecutiveDirector’s responsibilities will include providing banking or other financial services within a seventythe thirty-five (7535) mile radius miles of any office, branch or other facility (other than solely an ATM) office maintained by the Bank as of the Employer existing at date of the time termination of the Executive ceases to be employed by EmployerDirector’s service; (ii) participates in any way in hiring or otherwise engaging, or assisting any other person or entity in hiring or otherwise engaging, on a temporary, part-time or permanent basis, any individual who was employed by the Employer Bank as of the date of termination of the ExecutiveDirector’s employmentservice; (iii) assists, advises, or serves in any capacity, representative or otherwise, any third party in any action against the Employer Bank or transaction involving the EmployerBank; (iv) sells, offers to sell, provides banking or other financial services, assists any other person in selling or providing banking or other financial services, or solicits or otherwise competes for, either directly or indirectly, any orders, contract, or accounts for services of a kind or nature like or substantially similar to the financial services performed or financial products sold by the Employer Bank (the preceding hereinafter referred to as “Services”), to or from any person or entity from whom the Executive Director or the EmployerBank, to the knowledge of the Executive Director provided banking or other financial services, sold, offered to sell or solicited orders, contracts or accounts for Services during the three (3) year period immediately prior to the termination of the ExecutiveDirector’s employmentservice; (v) divulges, discloses, or communicates to others in any manner whatsoever, any confidential information of the EmployerBank, to the knowledge of the ExecutiveDirector, including, but not limited to, the names and addresses of customers or prospective customers, of the EmployerBank, as they may have existed from time to time, of work performed or services rendered for any customer, any method and/or procedures relating to projects or other work developed for the EmployerBank, earnings or other confidential information concerning the Employer. Bank, The restrictions contained in this subparagraph (v) apply to all confidential information regarding the EmployerBank, regardless of the source who provided or compiled such information. Notwithstanding anything to the contrary, all confidential information referred to herein THE NATIONAL UNION BANK OF KINDERHOOK Phantom Stock Appreciation Rights Agreement shall not be disclosed unless and until it becomes known to the general public from sources other than the ExecutiveDirector. Notwithstanding The Director specifically acknowledges that the foregoingforfeiture provisions set forth above are reasonable and necessary to protect the Bank’s legitimate interests and are not unreasonably burdensome to the Director. If any of the restrictions contained herein shall be held to be excessively broad as to time or geographic area, Section 9.10(i) it shall not apply following a “Change in Control” as such term is defined in be deemed amended to the Change in Control Agreement by extent necessary to be valid and among the Holding Company, the Employer and the Executive effective July 1, 2024enforceable under applicable state law.

Forfeiture Provision. The Executive shall forfeit any non-distributed benefits under this Agreement if during the term of this Agreement and within twelve (12) months following a Separation from Service, the Executive, directly or indirectly, either as an individual or as a proprietor, stockholder, partner, officer, director, employee, agent, consultant or independent contractor of any individual, partnership, corporation or other entity (excluding an ownership interest of three percent (3%) or less in the stock of a publicly-publicly- traded company): (i) becomes employed by, participates in, or becomes connected in any manner with the ownership, management, operation or control of any bank, savings and loan or other similar financial institution if the Executive’s responsibilities will include providing banking or other financial services within a seventy-twenty five (7525) mile radius miles of any office, branch or other facility (other than solely an ATM) office maintained by the Company as of the Employer existing at date of the time termination of the Executive ceases to be employed by EmployerExecutive’s employment; (ii) participates in any way in hiring or otherwise engaging, or assisting any other person or entity in hiring or otherwise engaging, on a temporary, part-time or permanent basis, any individual who was employed by the Employer Company as of the date of termination of the Executive’s employment;; Floridian Bank Salary Continuation Agreement (iii) assists, advises, or serves in any capacity, representative or otherwise, any third party in any action against the Employer Company or transaction involving the EmployerCompany; (iv) sells, offers to sell, provides banking or other financial services, assists any other person in selling or providing banking or other financial services, or solicits or otherwise competes for, either directly or indirectly, any orders, contract, or accounts for services of a kind or nature like or substantially similar to the financial services performed or financial products sold by the Employer Company (the preceding hereinafter referred to as “Services”), to or from any person or entity from whom the Executive or the EmployerCompany, to the knowledge of the Executive provided banking or other financial services, sold, offered to sell or solicited orders, contracts or accounts for Services during the three one (31) year period immediately prior to the termination of the Executive’s employment; (v) divulges, discloses, or communicates to others in any manner whatsoever, any confidential information of the EmployerCompany, to the knowledge of the Executive, including, but not limited to, the names and addresses of customers or prospective customers, of the EmployerCompany, as they may have existed from time to time, of work performed or services rendered for any customer, any method and/or procedures relating to projects or other work developed for the EmployerCompany, earnings or other confidential information concerning the EmployerCompany. The restrictions contained in this subparagraph (v) apply to all confidential information regarding the EmployerCompany, regardless of the source who provided or compiled such information. Notwithstanding anything to the contrary, all confidential information referred to herein shall not be disclosed unless and until it becomes known to the general public from sources other than the Executive. Notwithstanding the foregoing, Section 9.10(i) shall not apply following a “Change in Control” as such term is defined in the Change in Control Agreement by and among the Holding Company, the Employer and the Executive effective July 1, 2024.,

Forfeiture Provision. The Executive shall forfeit any non-distributed benefits under this Agreement if within the “Applicable Restriction Period” (as defined below), the Executive, directly or indirectly, either as an individual or as a proprietor, stockholder, partner, officer, director, employee, agent, consultant or independent contractor of any individual, partnership, corporation or other entity (excluding an ownership interest of three percent (3%) or less in the stock of a publicly-traded company): (i) becomes employed by, participates in, or becomes connected in any manner with the ownership, management, operation or control of any bank, savings and loan or other similar financial institution if the Executive’s responsibilities will include providing banking or other financial services within a seventy-five fifty (7550) mile radius miles of any office, branch offices (branches or other facility (other than solely an ATMotherwise) maintained by the Employer as of the Employer existing at date of the time termination of the Executive ceases to be employed by EmployerExecutive’s employment; (ii) participates in any way in hiring or otherwise engaging, or assisting any other person or entity in hiring or otherwise engaging, on a temporary, part-time or permanent basis, any individual who was employed by the Employer as of the date of termination of the Executive’s employment; (iii) assists, advises, or serves in any capacity, representative or otherwise, any third party in any action against the Employer or transaction involving the Employer, unless the Executive is compelled to do so by a court of law or by any governmental agency or administrative or legislative body having jurisdiction to order the Executive to do so, provided that the Executive shall, to the extent lawfully permitted, give prompt written notice to the Company of such compulsion; (iv) sells, offers to sell, provides banking or other financial services, assists any other person in selling or providing banking or other financial services, or solicits or otherwise competes for, either directly or indirectly, any orders, contract, or accounts for services of a kind or nature like or substantially similar to the financial services performed or financial products sold by the Employer (the preceding hereinafter referred to as “Services”), to or from any person or entity from whom the Executive or the Employer, to the knowledge of the Executive provided banking or other financial services, sold, offered to sell or solicited orders, contracts or accounts for Services during the three (3) year period immediately prior to the termination of the Executive’s employment;; or (v) divulges, discloses, or communicates to others in any manner whatsoever, any confidential information of the Employer, to the knowledge of the Executive, including, but not limited to, the names and addresses of customers or prospective customers, of the Employer, as they may have existed from time to time, of work performed or services rendered for any customer, any method and/or procedures relating to projects or other work developed for the Employer, earnings or other confidential information concerning the Employer. The restrictions contained in this subparagraph (v) apply to all confidential information regarding the Employer, regardless of the source who provided or compiled such information. Notwithstanding anything to the contrary, all confidential information referred to herein shall not be disclosed unless and until it becomes known to the general public from sources other than the Executive. Notwithstanding the foregoing, Section 9.10(i) shall not apply following a “Change in Control” as such term is defined in the Change in Control Agreement by and among the Holding Company, the Employer and the Executive effective July 1, 2024.

Forfeiture Provision. The Notwithstanding anything herein to the contrary, the Executive shall forfeit any non-distributed benefits under this Agreement if he violates a noncompetion restrictive covenant under any effective severance or employment agreement existing on the Executivedate hereof or hereafter entered into between the Executive and the Bank containing such a covenant. If the Executive is not party to an effective severance or employment agreement existing on the date hereof or hereafter entered into between the Executive and the Bank containing a noncompetion restrictive covenant, then the Executive shall forfeit any non-distributed benefits under this Agreement if within twelve (12) months following a Separation from Service, he, directly or indirectly, either as an individual or as a proprietor, stockholder, partner, officer, director, employee, agent, consultant or independent contractor of any individual, partnership, corporation or other entity (excluding an ownership interest of three percent (3%) or less in the stock of a publicly-traded company): (i) becomes employed by, participates in, or becomes connected in any manner with the ownership, management, operation or control of any bank, savings and loan or other similar financial institution if the Executive’s responsibilities will include providing banking or other financial services within a seventy-five fifty (7550) mile radius miles of any office, branch or other facility (other than solely an ATM) office maintained by the Bank as of the Employer existing at date of the time termination of the Executive ceases to be employed by EmployerExecutive’s employment; (ii) participates in any way in hiring or otherwise engaging, or assisting any other person or entity in hiring or otherwise engaging, on a temporary, part-time or permanent basis, any individual who was employed by the Employer Bank as of the date of termination of the Executive’s employment; (iii) assists, advises, or serves in any capacity, representative or otherwise, any third party in any action against the Employer Bank or the Company or transaction involving the EmployerBank or the Company; (iv) sells, offers to sell, provides banking or other financial services, assists any other person in selling or providing banking or other financial services, or solicits or otherwise competes for, either directly or indirectly, any orders, contract, or accounts for services of a kind or nature like or substantially similar to the financial services performed or financial products sold by the Employer Bank (the preceding hereinafter referred to as “Services”), to or from any person or entity from whom the Executive or the EmployerBank, to the knowledge of the Executive provided banking or other financial services, sold, offered to sell or solicited orders, contracts or accounts for Services during the three two (32) year period immediately prior to the termination of the Executive’s employment; (v) divulges, discloses, or communicates to others in any manner whatsoever, any confidential information of the EmployerBank or the Company, to the knowledge of the Executive, including, but not limited to, the names and addresses of customers or prospective customers, of the EmployerBank, as they may have existed from time to time, of work performed or services rendered for any customer, any method and/or procedures relating to projects or other work developed for the EmployerBank, earnings or other confidential information concerning the EmployerBank. The restrictions contained in this subparagraph (v) apply to all confidential information regarding the EmployerBank or the Company, regardless of the source who provided or compiled such information. Notwithstanding anything to the contrary, all confidential information referred to herein shall not be disclosed unless and until it becomes known to the general public from sources other than the Executive. Notwithstanding the foregoing, Section 9.10(i) shall not apply following a “Change in Control” as such term is defined in the Change in Control Agreement by and among the Holding Company, the Employer and the Executive effective July 1, 2024.