Common use of No Competition Clause in Contracts

No Competition. Employee's employment is subject to the condition that during the term of his employment hereunder and for the period specified in paragraph 8(c) below, Employee shall not, directly or indirectly, own, manage, operate, control or participate in the ownership, management, operation or control of, or be connected as an officer, employee, partner, director, individual proprietor, lender, consultant or otherwise with, or have any financial interest in, or aid or assist anyone else in the conduct of, any entity or business (a "Competitive Operation") which competes in the banking industry or with any other business conducted by Employer or by any group, affiliate, division or subsidiary of Employer, in the states of New York and Pennsylvania. Employee shall keep Employer fully advised as to any activity, interest, or investment Employee may have in any way related to the banking industry. It is understood and agreed that, for the purposes of the foregoing provisions of this paragraph, (i) no business shall be deemed to be a business conducted by Employer or any group, division, affiliate or subsidiary of Employer unless 5% or more of Employer's consolidated gross sales or operating revenues is derived from, or 5% or more of Employer's consolidated assets are devoted to, such business; (ii) no business conducted by any entity by which Employee is employed or in which he is interested or with which he is connected or associated shall be deemed competitive with any business conducted by Employer or any group, division or subsidiary of Employer unless it is one from which 2% or more of its consolidated gross sales or operating revenues is derived, or to which 2% or more of its consolidated assets are devoted; and (iii) no business which is conducted by Employer at the Date of Termination and which subsequently is sold by Employer shall, after such sale, be deemed to be a Competitive Operation within the meaning of this paragraph. Ownership of not more than 5% of the voting stock of any publicly held corporation shall not constitute a violation of this paragraph.

No Competition. Employee's employment is subject to the condition that during the term of his employment hereunder and for the period specified in paragraph 8(c) below, Employee shall not, directly or indirectly, own, manage, operate, control or participate in the ownership, management, operation or control of, or be connected as an officer, employee, partner, director, individual proprietor, lender, consultant or otherwise with, or have any financial interest in, or aid or assist anyone else in the conduct of, any entity or business (a "“Competitive Operation"”) which competes in the banking industry or with any other business conducted by Employer or by any group, affiliate, division or subsidiary of Employer, in the states same counties of New York and PennsylvaniaYork, Pennsylvania or any other state in which the Employer or any such group, affiliate, division or subsidiary conducts business. Employee shall keep Employer fully advised as to any activity, interest, or investment Employee may have in any way related to the banking industry. It is understood and agreed that, for the purposes of the foregoing provisions of this paragraph, (i) no business shall be deemed to be a business conducted by Employer or any group, division, affiliate or subsidiary of Employer unless 5% or more of Employer's consolidated gross sales or operating revenues is derived from, or 5% or more of Employer's consolidated assets are devoted to, such business; (ii) no business conducted by any entity by which Employee is employed or in which he is interested or with which he is connected or associated shall be deemed competitive with any business conducted by Employer or any group, division division, affiliate or subsidiary of Employer unless it is one from which 2% or more of its consolidated gross sales or operating revenues is derived, or to which 2% or more of its consolidated assets are devoted; and (iii) no business which is conducted by Employer at on the Date date of Termination Employee’s termination and which subsequently is sold by Employer shall, after such sale, be deemed to be a Competitive Operation within the meaning of this paragraph. Ownership of not more than 5% of the voting stock of any publicly held corporation shall not constitute a violation of this paragraph.

No Competition. Employee's ’s employment is subject to the condition that during the term of his employment hereunder and for the period specified in paragraph 8(c) below, Employee shall not, directly or indirectly, own, manage, operate, control or participate in the ownership, management, operation or control of, or be connected as an officer, employee, partner, director, individual proprietor, lender, consultant or otherwise with, or have any financial interest in, or aid or assist anyone else in the conduct of, any entity or business (a "“Competitive Operation"”) which competes in the banking industry or with any other business conducted by Employer or by any group, affiliate, division or subsidiary of Employer, in the states same counties of New York and PennsylvaniaYork, Pennsylvania or any other state in which the Employer or any such group, affiliate, division or subsidiary conducts business. Employee shall keep Employer fully advised as to any activity, interest, or investment Employee may have in any way related to the banking industry. It is understood and agreed that, for the purposes of the foregoing provisions of this paragraph, (i) no business shall be deemed to be a business conducted by Employer or any group, division, affiliate or subsidiary of Employer unless 5% or more of Employer's ’s consolidated gross sales or operating revenues is derived from, or 5% or more of Employer's ’s consolidated assets are devoted to, such business; (ii) no business conducted by any entity by which Employee is employed or in which he is interested or with which he is connected or associated shall be deemed competitive with any business conducted by Employer or any group, division division, affiliate or subsidiary of Employer unless it is one from which 2% or more of its consolidated gross sales or operating revenues is derived, or to which 2% or more of its consolidated assets are devoted; and (iii) no business which is conducted by Employer at on the Date date of Termination Employee’s termination and which subsequently is sold by Employer shall, after such sale, be deemed to be a Competitive Operation within the meaning of this paragraph. Ownership of not more than 5% of the voting stock of any publicly held corporation shall not constitute a violation of this paragraph.

No Competition. Employee's ’s employment is subject to the condition that during the term of his employment hereunder and for the period specified in paragraph 8(c) below, Employee shall not, not directly or indirectly, own, manage, operate, control or participate in the ownership, management, operation or control of, or be connected as an officer, employee, partner, director, individual proprietor, lender, consultant or otherwise with, or have any financial interest in, or aid or assist anyone else in the conduct of, any entity or business (a "“Competitive Operation"”) which competes in the banking industry or with any other business conducted by Employer or by any group, affiliate, division or subsidiary of Employer, in the states same counties of New York and PennsylvaniaYork, Pennsylvania or any other state in which the Employer or any such group, affiliate, division or subsidiary conducts business. Employee shall keep Employer fully advised as to any activity, interest, or investment Employee may have in any way related to the banking industry. It is understood and agreed that, for the purposes of the foregoing provisions of this paragraph, (i) no business shall be deemed to be a business conducted by Employer or any group, division, affiliate or subsidiary of Employer unless 5% or more of Employer's ’s consolidated gross sales or operating revenues is derived from, or 5% or more of Employer's ’s consolidated assets are devoted to, such business; (ii) no business conducted by any entity by which Employee is employed or in which he is interested or with which he is connected or associated shall be deemed competitive with any business conducted by Employer or any group, division division, affiliate or subsidiary of Employer unless it is one from which 2% or more of its consolidated gross sales or operating revenues is derived, or to which 2% or more of its consolidated assets are devoted; and (iii) no business which is conducted by Employer at on the Date date of Termination Employee’s termination and which subsequently is sold by Employer shall, after such sale, be deemed to be a Competitive Operation within the meaning of this paragraph. Ownership of not more than 5% of the voting stock of any publicly held corporation shall not constitute a violation of this paragraph.

No Competition. EmployeeThe Executive's employment is subject to the condition that during the term of his employment hereunder and for a period of 12 months following the period specified date his employment ceases for any reason (the "Date of Termination") except within six months prior to, or 12 months following, a Change of Control (described in paragraph 8(c) belowSection 4), Employee the Executive shall not, directly or indirectly, own, manage, operate, control or participate in the ownership, management, operation or control of, or be connected as an officer, employee, partner, director, individual proprietor, lender, consultant or otherwise with, or have any financial interest in, or aid or assist anyone else in the conduct of, any entity or business (a "Competitive Operation") which competes in the banking industry or with any other business conducted by Employer the Employer, Partners Trust or by any group, affiliate, division or subsidiary of Employerthe Employer or Partners Trust, in any area or market where such business is being conducted at the states Date of New York and PennsylvaniaTermination. Employee The Executive shall keep the Employer fully advised as to any activity, interest, or investment Employee the Executive may have in any way related to the banking industry. It is understood and agreed that, for the purposes of the foregoing provisions of this paragraph, (i) no business shall be deemed to be a business conducted by the Employer or any group, division, affiliate or subsidiary of the Employer unless 5% or more of the Employer's consolidated gross sales or operating revenues is derived from, or 5% or more of such Employer's consolidated assets are devoted to, such business; (ii) no business shall be deemed to be a business conducted by Partners Trust or any group, division, affiliate or subsidiary of Partners Trust unless 5% or more of Partners Trust's consolidated gross sales or operating revenues is derived from, or 5% or more of such Partners Trust's consolidated assets are devoted to, such business, (iii) no business conducted by any entity by which Employee the Executive is employed or in which he is interested or with which he is connected or associated shall be deemed competitive with any business conducted by the Employer or Partners Trust or any group, division or subsidiary of such Employer or Partners Trust unless it is one from which 2% or more of its consolidated gross sales or operating revenues is derived, or to which 2% or more of its consolidated assets are devoted; and (iiiiv) no business which is conducted by the Employer or Partners Trust at the Date of Termination and which subsequently is sold by the Employer or Partners Trust shall, after such sale, be deemed to be a Competitive Operation within the meaning of this paragraph. Ownership of not more than 51% of the voting stock of any publicly held corporation entity shall not constitute a violation of this paragraphsubsection.

No Competition. Employee's employment is subject to the condition that during the term of his employment hereunder and for the period specified in paragraph Paragraph 8(c) below, Employee shall not, directly or indirectly, own, manage, operate, control or participate in the ownership, management, operation or control of, or be connected as an officer, employee, partner, director, individual proprietor, lender, consultant or otherwise with, or have any financial interest in, or aid or assist anyone else in the conduct of, any entity or business (a "Competitive Operation") which competes in the banking industry or with any other business conducted by Employer or by any group, affiliate, division or subsidiary of Employer, in the states of New York and Pennsylvania. Employee shall keep Employer fully advised as to any activity, interest, or investment Employee may have in any way related to the banking industry. It is understood and agreed that, for the purposes of the foregoing provisions of this paragraph, (i) no business shall be deemed to be a business conducted by Employer or any group, division, affiliate or subsidiary of Employer unless 5% or more of Employer's consolidated gross sales or operating revenues is derived from, or 5% or more of Employer's consolidated assets are devoted to, such business; (ii) no business conducted by any entity by which Employee is employed or in which he is interested or with which he is connected or associated shall be deemed competitive with any business conducted by Employer or any group, division or subsidiary of Employer unless it is one from which 2% or more of its consolidated gross sales or operating revenues is derived, or to which 2% or more of its consolidated assets are devoted; and (iii) no business which is conducted by Employer at the Date of Termination and which subsequently is sold by Employer shall, after such sale, be deemed to be a Competitive Operation within the meaning of this paragraph. Ownership of not more than 5% of the voting stock of any publicly held corporation shall not constitute a violation of this paragraph.

No Competition. Employee's employment is subject to the condition that during the term of his employment hereunder and for the period specified in paragraph 8(c) below, Employee shall not, directly or indirectly, own, manage, operate, control or participate in the ownership, management, operation or control of, or be connected as an officer, employee, partner, director, individual proprietor, lender, consultant or otherwise with, or have any financial interest in, or aid or assist anyone else in the conduct of, any entity or business (a "Competitive Operation") which competes in the banking industry or with any other business conducted by Employer or by any group, affiliate, division or subsidiary of Employer, Employer in the states of New York and or Pennsylvania. Employee shall keep Employer fully advised as to any activity, interest, or investment Employee may have in any way related to the banking industry. It is understood and agreed that, for the purposes of the foregoing provisions of this paragraph, (i) no business shall be deemed to be a business conducted by Employer or any group, division, affiliate or subsidiary of Employer unless 5% or more of Employer's consolidated gross sales or operating revenues is derived from, or 5% or more of Employer's consolidated assets are devoted to, such business; (ii) no business conducted by any entity by which Employee is employed or in which he is interested or with which he is connected or associated shall be deemed competitive with any business conducted by Employer or any group, division division, affiliate or subsidiary of Employer unless it is one from which 2% or more of its consolidated gross sales or operating revenues is derived, or to which 2% or more of its consolidated assets are devoted; and (iii) no business which is conducted by Employer at the Date of Termination and which subsequently is sold by Employer shall, after such sale, be deemed to be a Competitive Operation within the meaning of this paragraph. Ownership of not more than 5% of the voting stock of any publicly held corporation shall not constitute a violation of this paragraph.

No Competition. Employee's ’s employment is subject to the condition that during the term of his employment hereunder and for the period specified in paragraph 8(c) below, Employee shall not, directly or indirectly, own, manage, operate, control or participate in the ownership, management, operation or control of, or be connected as an officer, employee, partner, director, individual proprietor, lender, consultant or otherwise with, or have any financial interest in, or aid or assist anyone else in the conduct of, any entity or business (a "“Competitive Operation"”) which competes in the banking industry or with any other business conducted by Employer or by any group, affiliate, division or subsidiary of Employer, in the states same counties of New York and York, Pennsylvania, Vermont, Massachusetts or any other state in which the Employer or any such group, affiliate, division or subsidiary conducts business. Employee shall keep Employer fully advised as to any activity, interest, or investment Employee may have in any way related to the banking industry. It is understood and agreed that, for the purposes of the foregoing provisions of this paragraph, (i) no business shall be deemed to be a business conducted by Employer or any group, division, affiliate or subsidiary of Employer unless 5% or more of Employer's ’s consolidated gross sales or operating revenues is derived from, or 5% or more of Employer's ’s consolidated assets are devoted to, such business; (ii) no business conducted by any entity by which Employee is employed or in which he is interested or with which he is connected or associated shall be deemed competitive with any business conducted by Employer or any group, division division, affiliate or subsidiary of Employer unless it is one from which 2% or more of its consolidated gross sales or operating revenues is derived, or to which 2% or more of its consolidated assets are devoted; and (iii) no business which is conducted by Employer at on the Date date of Termination Employee’s termination and which subsequently is sold by Employer shall, after such sale, be deemed to be a Competitive Operation within the meaning of this paragraph. Ownership of not more than 5% of the voting stock of any publicly held corporation shall not constitute a violation of this paragraph.

No Competition. Employee's The Executive’s employment is subject to the condition that during the term of his employment hereunder and for a period of 24 months following the period specified date his employment ceases for any reason except within six months prior to, or 24 months following, a Change of Control (described in paragraph 8(c) belowSection 4), Employee the Executive shall not, directly or indirectly, own, manage, operate, control or participate in the ownership, management, operation or control of, or be connected as an officer, employee, partner, director, individual proprietor, lender, consultant or otherwise with, or have any financial interest in, or aid or assist anyone else in the conduct of, any entity or business (a "“Competitive Operation"”) which competes in the banking industry or with any other business conducted by the Employer or by any group, affiliate, division or subsidiary of the Employer, in any area or market where such business is being conducted at the states Date of New York and PennsylvaniaTermination. Employee The Executive shall keep the Employer fully advised as to any activity, interest, or investment Employee the Executive may have in any way related to the banking industry. It is understood and agreed that, for the purposes of the foregoing provisions of this paragraph, (i) no business shall be deemed to be a business conducted by an Employer or any group, division, affiliate or subsidiary of an Employer unless 5% or more of such Employer's ’s consolidated gross sales or operating revenues is derived from, or 5% or more of such Employer's ’s consolidated assets are devoted to, such business; (ii) no business conducted by any entity by which Employee the Executive is employed or in which he is interested or with which he is connected or associated shall be deemed competitive with any business conducted by an Employer or any group, division or subsidiary of such Employer unless it is one from which 2% or more of its consolidated gross sales or operating revenues is derived, or to which 2% or more of its consolidated assets are devoted; and (iii) no business which is conducted by Employer at the Date of Termination and which subsequently is sold by the Employer shall, after such sale, be deemed to be a Competitive Operation within the meaning of this paragraph. Ownership of not more than 51% of the voting stock of any publicly held corporation entity shall not constitute a violation of this paragraphsubsection.

No Competition. Employee's employment is subject to the condition that during the term of his employment hereunder and for the period specified in paragraph 8(c) below, Employee shall not, directly or indirectly, own, manage, operate, control or participate in the ownership, management, operation or control of, or be connected as an officer, employee, partner, director, individual proprietor, lender, consultant or otherwise with, or have any financial interest in, or aid or assist anyone else in the conduct of, any entity or business (a "Competitive Operation") which competes in the banking industry or with any other business conducted by Employer or by any group, affiliate, division or subsidiary of Employer, in the states same counties of New York and PennsylvaniaYork, Pennsylvania or any other state in which the Employer or any such group, affiliate, division or subsidiary conducts business. Employee shall keep Employer fully advised as to any activity, interest, or investment Employee may have in any way related to the banking industry. It is understood and agreed that, for the purposes of the foregoing provisions of this paragraph, (i) no business shall be deemed to be a business conducted by Employer or any group, division, affiliate or subsidiary of Employer unless 5% or more of Employer's consolidated gross sales or operating revenues is derived from, or 5% or more of Employer's consolidated assets are devoted to, such business; (ii) no business conducted by any entity by which Employee is employed or in which he is interested or with which he is connected or associated shall be deemed competitive with any business conducted by Employer or any group, division division, affiliate or subsidiary of Employer unless it is one from which 2% or more of its consolidated gross sales or operating revenues is derived, or to which 2% or more of its consolidated assets are devoted; and (iii) no business which is conducted by Employer at on the Date date of Termination Employee's termination and which subsequently is sold by Employer shall, after such sale, be deemed to be a Competitive Operation within the meaning of this paragraph. Ownership of not more than 5% of the voting stock of any publicly held corporation shall not constitute a violation of this paragraph.

No Competition. Employee's employment is subject to the condition that during the term of his employment hereunder and for a period of 24 months following the period specified in paragraph 8(c) belowdate his employment ceases for any reason (the "Date of Termination"), Employee shall not, directly or indirectly, own, manage, operate, control or participate in the ownership, management, operation or control of, or be connected as an officer, employee, partner, director, individual proprietor, lender, consultant or otherwise with, or have any financial interest in, or aid or assist anyone else in the conduct of, any entity or business (a "Competitive Operation") which competes in the banking industry or with any other business conducted by Employer or by any group, affiliate, division or subsidiary of Employer, in any area or market where such business is being conducted at the states Date of New York and PennsylvaniaTermination. Employee shall keep Employer fully advised as to any activity, interest, or investment Employee may have in any way related to the banking industry. It is understood and agreed that, for the purposes of the foregoing provisions of this paragraph, (i) no business shall be deemed to be a business conducted by Employer or any group, division, affiliate or subsidiary of Employer unless 5% or more of Employer's consolidated gross sales or operating revenues is derived from, or 5% or more of Employer's consolidated assets are devoted to, such business; (ii) no business conducted by any entity by which Employee is employed or in which he is interested or with which he is connected or associated shall be deemed competitive with any business conducted by Employer or any group, division or subsidiary of Employer unless it is one from which 2% or more of its consolidated gross sales or operating revenues is derived, or to which 2% or more of its consolidated assets are devoted; and (iii) no business which is conducted by Employer at the Date of Termination and which subsequently is sold by Employer shall, after such sale, be deemed to be a Competitive Operation within the meaning of this paragraph. Ownership of not more than 51% of the voting stock of any publicly held corporation shall not constitute a violation of this paragraph.

No Competition. EmployeeThe Executive's employment is subject to the condition that during the term of his employment hereunder and for a period of 24 months following the period specified date his employment ceases for any reason except within six months prior to, or 24 months following, a Change of Control (described in paragraph 8(c) belowSection 4), Employee the Executive shall not, directly or indirectly, own, manage, operate, control or participate in the ownership, management, operation or control of, or be connected as an officer, employee, partner, director, individual proprietor, lender, consultant or otherwise with, or have any financial interest in, or aid or assist anyone else in the conduct of, any entity or business (a "Competitive Operation") which competes in the banking industry or with any other business conducted by the Employer or by any group, affiliate, division or subsidiary of the Employer, in any area or market where such business is being conducted at the states Date of New York and PennsylvaniaTermination. Employee The Executive shall keep the Employer fully advised as to any activity, interest, or investment Employee the Executive may have in any way related to the banking industry. It is understood and agreed that, for the purposes of the foregoing provisions of this paragraph, (i) no business shall be deemed to be a business conducted by an Employer or any group, division, affiliate or subsidiary of an Employer unless 5% or more of such Employer's consolidated gross sales or operating revenues is derived from, or 5% or more of such Employer's consolidated assets are devoted to, such business; (ii) no business conducted by any entity by which Employee the Executive is employed or in which he is interested or with which he is connected or associated shall be deemed competitive with any business conducted by an Employer or any group, division or subsidiary of such Employer unless it is one from which 2% or more of its consolidated gross sales or operating revenues is derived, or to which 2% or more of its consolidated assets are devoted; and (iii) no business which is conducted by Employer at the Date of Termination and which subsequently is sold by the Employer shall, after such sale, be deemed to be a Competitive Operation within the meaning of this paragraph. Ownership of not more than 51% of the voting stock of any publicly held corporation entity shall not constitute a violation of this paragraphsubsection.

No Competition. Employee's employment is subject to the condition that during the term of his employment hereunder and for the period specified in paragraph 8(c) below, Employee shall not, within a 50 mile radius of Xxxxxx-Xxxxx, Pennsylvania, directly or indirectly, own, manage, operate, control or participate in the ownership, management, operation or control of, or be connected as an officer, employee, partner, director, individual proprietor, lender, consultant or otherwise with, or have any financial interest in, or aid or assist anyone else in the conduct of, any entity or business (a "Competitive Operation") which competes in the banking industry or with any other business conducted by Employer or by any group, affiliate, division or subsidiary of Employer, in the states of New York and Pennsylvania. Employee shall keep Employer fully advised as to any activity, interest, or investment Employee may have in any way related to the banking industry. It is understood and agreed that, for the purposes of the foregoing provisions of this paragraph, (i) no business shall be deemed to be a business conducted by Employer or any group, division, affiliate or subsidiary of Employer unless 5% or more of Employer's consolidated gross sales or operating revenues is derived from, or 5% or more of Employer's consolidated assets are devoted to, such business; (ii) no business conducted by any entity by which Employee is employed or in which he is interested or with which he is connected or associated shall be deemed competitive with any business conducted by Employer or any group, division division, affiliate or subsidiary of Employer unless it is one from which 2% or more of its consolidated gross sales or operating revenues is derived, or to which 2% or more of its consolidated assets are devoted; and (iii) no business which is conducted by Employer at the Date of Termination and which subsequently is sold by Employer shall, after such sale, be deemed to be a Competitive Operation within the meaning of this paragraph. Ownership of not more than 5% of the voting stock of any publicly held corporation shall not constitute a violation of this paragraph.

No Competition. Employee's ’s employment is subject to the condition that during the term of his employment hereunder and for the period specified in paragraph 8(c) below, Employee shall not, directly or indirectly, own, manage, operate, control or participate in the ownership, management, operation or control of, or be connected as an officer, employee, partner, director, individual proprietor, lender, consultant or otherwise with, or have any financial interest in, or aid or assist anyone else in the conduct of, any entity or business (a "“Competitive Operation"”) which competes in the banking industry or with any other business conducted by Employer or by any group, affiliate, division or subsidiary of Employer, Employer in the states of New York and Pennsylvania. Employee shall keep Employer fully advised as to any activity, interest, or investment Employee may have in any way related to the banking industry. It is understood and agreed that, for the purposes of the foregoing provisions of this paragraph, (i) no business shall be deemed to be a business conducted by Employer or any group, division, affiliate or subsidiary of Employer unless 5% or more of Employer's ’s consolidated gross sales or operating revenues is derived from, or 5% or more of Employer's ’s consolidated assets are devoted to, such business; (ii) no business conducted by any entity by which Employee is employed or in which he is interested or with which he is connected or associated shall be deemed competitive with any business conducted by Employer or any group, division division, affiliate or subsidiary of Employer unless it is one from which 2% or more of its consolidated gross sales or operating revenues is derived, or to which 2% or more of its consolidated assets are devoted; and (iii) no business which is conducted by Employer at on the Date date of Termination Employee’s termination and which subsequently is sold by Employer shall, after such sale, be deemed to be a Competitive Operation within the meaning of this paragraph. Ownership of not more than 5% of the voting stock of any publicly held corporation shall not constitute a violation of this paragraph.

No Competition. Employee's Executive’s employment is subject to the condition that during the term of his Executive’s employment hereunder and for a period of twelve (12) months following the period specified in date Executive’s employment ceases for any reason except for a termination by Employer without Cause pursuant to paragraph 8(c3(e) below(the “Date of Termination”), Employee Executive shall not, directly or indirectly, own, manage, operate, control or participate in the ownership, management, operation or control of, or be connected as an officer, employeeexecutive, partner, director, individual proprietor, lender, consultant or otherwise with, or have any financial interest in, or aid or assist anyone else in the conduct of, any entity or business (a "“Competitive Operation"”) which competes in the banking industry or with any other business conducted by Employer or by any group, affiliate, division or subsidiary of EmployerEmployer within a fifty (50) mile radius of Syracuse, in the states of New York and PennsylvaniaYork. Employee Executive shall keep Employer fully advised as to any activity, interest, or investment Employee Executive may have in any way related to the banking industry. It is understood and agreed that, for the purposes of the foregoing provisions of this paragraph, (i) no business shall be deemed to be a business conducted by Employer or any group, division, affiliate or subsidiary of Employer unless 5% or more of Employer's ’s consolidated gross sales or operating revenues is derived from, or 5% or more of Employer's ’s consolidated assets are devoted to, such business; (ii) no business conducted by any entity by which Employee Executive is employed or in which he Executive is interested or with which he Executive is connected or associated shall be deemed competitive with any business conducted by Employer or any group, division or subsidiary of Employer unless it is one from which 2% or more of its consolidated gross sales or operating revenues is derived, or to which 2% or more of its consolidated assets are devoted; and (iii) no business which is conducted by Employer at the Date of Termination and which subsequently is sold by Employer shall, after such sale, be deemed to be a Competitive Operation within the meaning of this paragraph. Ownership of not more than 5% of the voting stock of any publicly held corporation shall not constitute a violation of this paragraph.this

No Competition. Employee's ’s employment is subject to the condition that during the term of his employment hereunder and for the period specified in paragraph 8(c) below, Employee shall not, directly or indirectly, own, manage, operate, control or participate in the ownership, management, operation or control of, or be connected as an officer, employee, partner, director, individual proprietor, lender, consultant or otherwise with, or have any financial interest in, or aid or assist anyone else in the formation or conduct of, any entity or business (a "“Competitive Operation"”) which competes in the banking industry or with any other business conducted by Employer or by any group, affiliate, division or subsidiary of Employerits Affiliates, in the states same counties of New York and York, Pennsylvania, Vermont, Massachusetts or any other state in which the Employer or its Affiliates conducts business. Employee shall keep Employer fully advised as to any activity, interest, or investment Employee may have in any way related to the banking industryindustry or the financial services provided by Employer. It is understood and agreed that, for the purposes of the foregoing provisions of this paragraph, (i) no business shall be deemed to be a business conducted by Employer or any group, division, affiliate or subsidiary of Employer its Affiliates unless 5% or more of Employer's ’s consolidated gross sales or operating revenues is derived from, or 5% or more of Employer's ’s consolidated assets are devoted to, such business; (ii) no business conducted by any entity by which Employee is employed or in which he is interested or with which he is connected or associated shall be deemed competitive with any business conducted by Employer or any group, division or subsidiary of Employer its Affiliates unless it is one from which 2% or more of its consolidated gross sales or operating revenues is derived, or to which 2% or more of its consolidated assets are devoted; and (iii) no business which is conducted by Employer at on the Date date of Termination Employee’s termination and which subsequently is sold by Employer shall, after such sale, be deemed to be a Competitive Operation within the meaning of this paragraph. Ownership of not more than 5% of the voting stock of any publicly held corporation shall not constitute a violation of this paragraph.

No Competition. Employee's ’s employment is subject to the condition that during the term of his employment hereunder and for a period of 24 months following the period specified in date his employment ceases for any reason except for a termination by Employer without cause pursuant to paragraph 8(c4(e) below(the “Date of Termination”), Employee shall not, directly or indirectly, own, manage, operate, control or participate in the ownership, management, operation or control of, or be connected as an officer, employee, partner, director, individual proprietor, lender, consultant or otherwise with, or have any financial interest in, or aid or assist anyone else in the conduct of, any entity or business (a "“Competitive Operation"”) which competes in the banking industry or with any other business conducted by Employer or by any group, affiliate, division or subsidiary of Employer, in any area or market where such business is being conducted at the states Date of New York and PennsylvaniaTermination. Employee shall keep Employer fully advised as to any activity, interest, or investment Employee may have in any way related to the banking industry. It is understood and agreed that, for the purposes of the foregoing provisions of this paragraph, (i) no business shall be deemed to be a business conducted by Employer or any group, division, affiliate or subsidiary of Employer unless 5% or more of Employer's ’s consolidated gross sales or operating revenues is derived from, or 5% or more of Employer's ’s consolidated assets are devoted to, such business; (ii) no business conducted by any entity by which Employee is employed or in which he is interested or with which he is connected or associated shall be deemed competitive with any business conducted by Employer or any group, division or subsidiary of Employer unless it is one from which 2% or more of its consolidated gross sales or operating revenues is derived, or to which 2% or more of its consolidated assets are devoted; and (iii) no business which is conducted by Employer at the Date of Termination and which subsequently is sold by Employer shall, after such sale, be deemed to be a Competitive Operation within the meaning of this paragraph. Ownership of not more than 51% of the voting stock of any publicly held corporation shall not constitute a violation of this paragraph. Notwithstanding the restrictive covenants set forth in paragraph 6(b), in the event this Agreement is not renewed upon its expiration as set forth in paragraph 1(a) following the good faith negotiations of the parties, then in that situation only, the period of noncompetition shall continue for six months following the Date of Termination (instead of for two years). In this event of non-renewal, the Employer at its sole option may extend that period of noncompetition for an additional six-month period (for a total of 12 months following the Date of Termination) upon electing to pay an amount to Employee equal to six months of his final base salary amount. If Employer elects to extend the noncompetition period for the additional six month period it will advise Employee in writing with 30 days of the Date of Termination and the payment equivalent to six months’ base salary shall be paid to Employee in six equal monthly installments commencing within six months following the Date of Termination.

No Competition. Employee's The Executive’s employment is subject to the condition that (i) during the term of his employment hereunder and for a period of thirty-six (36) months following the period specified date his employment ceases for any reason or no reason at all (including, but not limited to, a termination by the Employer without Cause (described in paragraph 8(cSection 3(f) of this Agreement)) (the “Date of Termination”), except as provided below, Employee the Executive shall not, directly or indirectly, own, manage, operate, control or participate in the ownership, management, operation or control of, or be connected as an officer, employee, partner, director, individual proprietor, lender, consultant consultant, agent or otherwise with, or have any financial interest in, or aid or assist anyone else in the conduct of, any entity or business (a "“Competitive Operation"”) which competes in the banking industry or with any other business conducted by the Employer or by any group, affiliate, division or subsidiary of the Employer, in any area or market where such business is being conducted at the states Date of New York and Pennsylvania. Employee shall keep Employer fully advised as to any activity, interest, or investment Employee may have in any way related to the banking industryTermination. It is understood and agreed that, for the purposes of the foregoing provisions of this paragraph, (i) no business shall be deemed to be a business conducted by the Employer or any group, division, affiliate or subsidiary of the Employer unless 5% or more of the Employer's ’s consolidated gross sales or operating revenues is derived from, or 5% or more of the Employer's ’s consolidated assets are devoted to, such business; (ii) no business conducted by any entity by which Employee the Executive is employed or in which he is interested or with which he is connected or associated shall be deemed competitive with any business conducted by the Employer or any group, division or subsidiary of the Employer unless it is one from which 25% or more of its consolidated gross sales or operating revenues is derived, or to which 25% or more of its consolidated assets are devoted; and (iii) no business which is conducted by the Employer at the Date of Termination and which subsequently is sold by the Employer or its affiliates shall, after such sale, be deemed to be a Competitive Operation within the meaning of this paragraph. Ownership of not more than 51% of the voting stock of any publicly held corporation entity shall not constitute a violation of this paragraph.

No Competition. Employee's The Executive’s employment is subject to the condition that (i) during the term of his employment hereunder and for a period of thirty-six (36) months following the period specified date his employment ceases for any reason or no reason at all (including, but not limited to, a termination by the Employers without Cause (described in paragraph 8(cSection 3(f) of this Agreement) (the “Date of Termination”), except as provided below, Employee the Executive shall not, directly or indirectly, own, manage, operate, control or participate in the ownership, management, operation or control of, or be connected as an officer, employee, partner, director, individual proprietor, lender, consultant consultant, agent or otherwise with, or have any financial interest in, or aid or assist anyone else in the conduct of, any entity or business (a "“Competitive Operation"”) which competes in the banking industry or with any other business conducted by Employer either of the Employers or by any group, affiliate, division or subsidiary of Employereither of the Employers, in any area or market where such business is being conducted at the states Date of New York and Pennsylvania. Employee shall keep Employer fully advised as to any activity, interest, or investment Employee may have in any way related to the banking industryTermination. It is understood and agreed that, for the purposes of the foregoing provisions of this paragraph, (i) no business shall be deemed to be a business conducted by an Employer or any group, division, affiliate or subsidiary of an Employer unless 5% or more of such Employer's ’s consolidated gross sales or operating revenues is derived from, or 5% or more of such Employer's ’s consolidated assets are devoted to, such business; (ii) no business conducted by any entity by which Employee the Executive is employed or in which he is interested or with which he is connected or associated shall be deemed competitive with any business conducted by an Employer or any group, division or subsidiary of such Employer unless it is one from which 25% or more of its consolidated gross sales or operating revenues is derived, or to which 25% or more of its consolidated assets are devoted; and (iii) no business which is conducted by Employer the Employers at the Date of Termination and which subsequently is sold by either Employer or its affiliates shall, after such sale, be deemed to be a Competitive Operation within the meaning of this paragraph. Ownership of not more than 51% of the voting stock of any publicly held corporation entity shall not constitute a violation of this paragraph.

No Competition. Employee's employment is subject to the condition Xxxxxx agrees that during the term “Restricted Period” (as defined below) he will not, unless acting with the prior written consent of his employment hereunder and for the period specified in paragraph 8(c) below, Employee shall notBoard, directly or indirectly, indirectly own, manage, operate, control join, control, finance or participate in the ownership, management, operation operation, control or control financing of, or be connected as an officer, director, employee, partner, directorprincipal, individual proprietoragent, lenderrepresentative, consultant or otherwise with, or have any financial interest in, or aid or assist anyone else in the conduct ofotherwise, any entity or business (a "Competitive Operation") enterprise which competes in the banking industry or with any other business conducted by Employer or by any group, affiliate, division or subsidiary of Employer, in the states of New York and Pennsylvania. Employee shall keep Employer fully advised as to any activity, interest, or investment Employee may have in any way related to the banking industry. It is understood and agreed that, for the purposes of the foregoing provisions of this paragraph, (i) no business shall be deemed to be a business conducted develops or manufactures products which are competitive with products developed or manufactured by Employer the Company or any group, division, affiliate or subsidiary of Employer unless 5% or more of Employer's consolidated gross sales or operating revenues is derived from, or 5% or more of Employer's consolidated assets are devoted to, such businessthe Company; (ii) no business conducted distributes, markets or otherwise sells products manufactured by any entity by others which Employee is employed or in which he is interested or with which he is connected or associated shall be deemed are competitive with any business conducted products distributed, marketed or sold by Employer the Company or any group, division or subsidiary of Employer unless it is one from which 2% or more of its consolidated gross sales or operating revenues is derived, or to which 2% or more of its consolidated assets are devotedsubsidiaries; and (iii) no business provides services which are competitive with services provided by the Company or its subsidiaries, including, in each case, any products or services under development or which are subject of active planning by the Company or its subsidiaries, at any time during the term of this Agreement; (iv) is, or has been at any time during the one year period immediately preceding Xxxxxx’x termination of employment, a supplier or vendor of Crude C-4s or propylene derivatives to the Company or its subsidiaries; (v) is conducted by Employer at a Customer (as defined in Section 6(a)); or (vi) is a private equity or similar investment fund or vehicle which directly or through one or more investments or “portfolio companies” engages in any of the Date activities specified in clauses (i) through (v) above (a “Competing Venture”); provided that Xxxxxx may purchase or otherwise acquire up to (but not more than) ten percent (10%) of Termination any class of the securities of any entity (but may not otherwise participate in the activities of such entity) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g)of the Securities Exchange Act of 1934, as amended; provided further, that the restrictions set forth in this paragraph shall not restrict Xxxxxx from working for a subsidiary, line of business, division, portfolio company, or unit of a Competing Venture so long as such Competing Venture provides representations satisfactory to the Company (Company consent not to be unreasonably withheld) that (A) such subsidiary, line of business, division, portfolio company, or unit does not produce, market or sell products or services competitive with products and which subsequently is services distributed, marketed or sold by Employer shall, after the Company or its subsidiaries and (B) the scope of Xxxxxx’x activities for such sale, be deemed to be a Competitive Operation within the meaning of Competing Business does not involve work otherwise prohibited by this paragraph. Ownership of not more than 5% Xxxxxx acknowledges that the business of the voting stock of any publicly held corporation shall Company or its subsidiaries; and his connection therewith, is, have been and/or will be involved in activity throughout North America and Mexico and that more limited geographical limitations on the non-compete and non-solicitation covenants set forth in Sections 5, 6 and 7 are therefore not constitute a violation of this paragraphappropriate.

No Competition. Employee's employment is subject to the condition that during the term of his employment hereunder and for the period specified in paragraph 8(c) below, Employee shall not, directly or indirectly, own, manage, operate, control or participate in the ownership, management, operation or control of, or be connected as an officer, employee, partner, director, individual proprietor, lender, consultant or otherwise with, or have any financial interest in, or aid or assist anyone else in the conduct of, any entity or business (a "Competitive Operation") which competes in the banking industry or with any other business conducted by Employer or by any group, affiliate, division or subsidiary of Employer, in the states same counties of New York and PennsylvaniaYork, Pennsylvania or any other state in which the Employer or any such group, affiliate, division or subsidiary conducts business. Employee shall keep Employer fully advised as to any activity, interest, or investment Employee may have in any way related to the banking industry. It is understood and agreed that, for the purposes of the foregoing provisions of this paragraph, (i) no business shall be deemed to be a business conducted by Employer or any group, division, affiliate or subsidiary of Employer unless 5% or more of Employer's consolidated gross sales or operating revenues is derived from, or 5% or more of Employer's consolidated assets are devoted to, such business; (ii) no business conducted by any entity by which Employee is employed or in which he is interested or with which he is connected or associated shall be deemed competitive with any business conducted by Employer or any group, division division, affiliate or subsidiary of Employer unless it is one from which 2% or more of its consolidated gross sales or operating revenues is derived, or to which 2% or more of its consolidated assets are devoted; and (iii) no business which is conducted by Employer at on the Date date of Termination Employee’s termination and which subsequently is sold by Employer shall, after such sale, be deemed to be a Competitive Operation within the meaning of this paragraph. Ownership of not more than 5% of the voting stock of any publicly held corporation shall not constitute a violation of this paragraph.

No Competition. Employee's employment is subject to the -------------- condition that during the term of his employment hereunder and for a period of 24 months following the period specified in paragraph 8(cdate his employment ceases for any reason except for a termination by Employer without cause pursuant to subparagraph 4(f) below(the "Date of Termination"), Employee shall not, directly or indirectly, own, manage, operate, control or participate in the ownership, management, operation or control of, or be connected as an officer, employee, partner, director, individual proprietor, lender, consultant or otherwise with, or have any financial interest in, or aid or assist anyone else in the conduct of, any entity or business (a "Competitive Operation") which competes in the banking industry or with any other business conducted by Employer or by any group, affiliate, division or subsidiary of Employer, in any area or market where such business is being conducted at the states Date of New York and PennsylvaniaTermination. Employee shall keep Employer fully advised as to any activity, interest, or investment Employee may have in any way related to the banking industry. It is understood and agreed that, for the purposes of the foregoing provisions of this paragraph, (i) no business shall be deemed to be a business conducted by Employer or any group, division, affiliate or subsidiary of Employer unless 5% or more of Employer's consolidated gross sales or operating revenues is derived from, or 5% or more of Employer's consolidated assets are devoted to, such business; (ii) no business conducted by any entity by which Employee is employed or in which he is interested or with which he is connected or associated shall be deemed competitive with any business conducted by Employer or any group, division or subsidiary of Employer unless it is one from which 2% or more of its consolidated gross sales or operating revenues is derived, or to which 2% or more of its consolidated assets are devoted; and (iii) no business which is conducted by Employer at the Date of Termination and which subsequently is sold by Employer shall, after such sale, be deemed to be a Competitive Operation within the meaning of this paragraph. Ownership of not more than 51% of the voting stock of any publicly held corporation shall not constitute a violation of this paragraph.

No Competition. EmployeeThe Executive's employment is subject to the condition that during the term of his her employment hereunder and for a period of 12 months following the period specified date her employment ceases for any reason (the "Date of Termination") except within six months prior to, or 12 months following, a Change of Control (described in paragraph 8(c) belowSection 4), Employee the Executive shall not, directly or indirectly, own, manage, operate, control or participate in the ownership, management, operation or control of, or be connected as an officer, employee, partner, director, individual proprietor, lender, consultant or otherwise with, or have any financial interest in, or aid or assist anyone else in the conduct of, any entity or business (a "Competitive Operation") which competes in the banking industry or with any other business conducted by Employer the Employer, Partners Trust or by any group, affiliate, division or subsidiary of Employerthe Employer or Partners Trust, in any area or market where such business is being conducted at the states Date of New York and PennsylvaniaTermination. Employee The Executive shall keep the Employer fully advised as to any activity, interest, or investment Employee the Executive may have in any way related to the banking industry. It is understood and agreed that, for the purposes of the foregoing provisions of this paragraph, (i) no business shall be deemed to be a business conducted by the Employer or any group, division, affiliate or subsidiary of the Employer unless 5% or more of the Employer's consolidated gross sales or operating revenues is derived from, or 5% or more of such Employer's consolidated assets are devoted to, such business; (ii) no business shall be deemed to be a business conducted by Partners Trust or any group, division, affiliate or subsidiary of Partners Trust unless 5% or more of Partners Trust's consolidated gross sales or operating revenues is derived from, or 5% or more of such Partners Trust's consolidated assets are devoted to, such business, (iii) no business conducted by any entity by which Employee the Executive is employed or in which he is interested or with which he she is connected or associated shall be deemed competitive with any business conducted by the Employer or Partners Trust or any group, division or subsidiary of such Employer or Partners Trust unless it is one from which 2% or more of its consolidated gross sales or operating revenues is derived, or to which 2% or more of its consolidated assets are devoted; and (iiiiv) no business which is conducted by the Employer or Partners Trust at the Date of Termination and which subsequently is sold by the Employer or Partners Trust shall, after such sale, be deemed to be a Competitive Operation within the meaning of this paragraph. Ownership of not more than 51% of the voting stock of any publicly held corporation entity shall not constitute a violation of this paragraphsubsection.

No Competition. Employee's ’s employment is subject to the condition that during the term of his employment hereunder and for the period specified in paragraph 8(c) below, Employee shall not, in the states of New York or Pennsylvania, or in any state that is contiguous to New York or Pennsylvania, directly or indirectly, own, manage, operate, control or participate in the ownership, management, operation or control of, or be connected as an officer, employee, partner, director, individual proprietor, lender, consultant or otherwise with, or have any financial interest in, or aid or assist anyone else in the conduct of, any entity or business (a "“Competitive Operation"”) which competes in the banking industry or with any other business conducted by Employer or by any group, affiliate, division or subsidiary of Employer, in the states of New York and PennsylvaniaCBNA. Employee shall keep Employer fully advised as to any activity, interest, or investment Employee may have in any way related to the banking industry. It is understood and agreed that, for the purposes of the foregoing provisions of this paragraph, (i) no business shall be deemed to be a business conducted by Employer or any group, division, affiliate or subsidiary of Employer unless 5% or more of Employer's ’s consolidated gross sales or operating revenues is derived from, or 5% or more of Employer's ’s consolidated assets are devoted to, such business; (ii) no business conducted by any entity by which Employee is employed or in which he is interested or with which he is connected or associated shall be deemed competitive with any business conducted by Employer or any group, division division, affiliate or subsidiary of Employer unless it is one from which 2% or more of its consolidated gross sales or operating revenues is derived, or to which 2% or more of its consolidated assets are devoted; and (iii) no business which is conducted by Employer at on the Date date of Termination Employee’s termination and which subsequently is sold by Employer shall, after such sale, be deemed to be a Competitive Operation within the meaning of this paragraph. Ownership of not more than 5% of the voting stock of any publicly held corporation shall not constitute a violation of this paragraph.

No Competition. Employee's Executive’s employment is subject to the condition that during the term of his Executive’s employment hereunder and for a period of twenty-four (24) months following the period specified in date Executive’s employment ceases for any reason except for a termination by Employer without Cause pursuant to paragraph 8(c3(e) below(the “Date of Termination”), Employee Executive shall not, directly or indirectly, own, manage, operate, control or participate in the ownership, management, operation or control of, or be connected as an officer, employeeexecutive, partner, director, individual proprietor, lender, consultant or otherwise with, or have any financial interest in, or aid or assist anyone else in the conduct of, any entity or business (a "“Competitive Operation"”) which competes in the banking industry or with any other business conducted by Employer or by any group, affiliate, division or subsidiary of EmployerEmployer within a fifty (50) mile radius of Syracuse, in the states of New York and PennsylvaniaYork. Employee Executive shall keep Employer fully advised as to any activity, interest, or investment Employee Executive may have in any way related to the banking industry. It is understood and agreed that, for the purposes of the foregoing provisions of this paragraph, (i) no business shall be deemed to be a business conducted by Employer or any group, division, affiliate or subsidiary of Employer unless 5% or more of Employer's ’s consolidated gross sales or operating revenues is derived from, or 5% or more of Employer's ’s consolidated assets are devoted to, such business; (ii) no business conducted by any entity by which Employee Executive is employed or in which he Executive is interested or with which he Executive is connected or associated shall be deemed competitive with any business conducted by Employer or any group, division or subsidiary of Employer unless it is one from which 2% or more of its consolidated gross sales or operating revenues is derived, or to which 2% or more of its consolidated assets are devoted; and (iii) no business which is conducted by Employer at the Date of Termination and which subsequently is sold by Employer shall, after such sale, be deemed to be a Competitive Operation within the meaning of this paragraph. Ownership of not more than 51% of the voting stock of any publicly held corporation shall not constitute a violation of this paragraph.

No Competition. Employee's employment is subject to the condition that during the term of his employment hereunder and for the period specified in paragraph 8(c) below, Employee shall not, directly or indirectly, own, manage, operate, control or participate in the ownership, management, operation or control of, or be connected as an officer, employee, partner, director, individual proprietor, lender, consultant or otherwise with, or have any financial interest in, or aid or assist anyone else in the conduct of, any entity or business (a "Competitive Operation") which competes within a 50 mile radius of Xxxxxx-Xxxxx, Pennsylvania, in the banking industry or with any other banking or financial services business conducted by Employer or by any group, affiliate, division or subsidiary of Employer, in the states of New York and Pennsylvania. Employee shall keep Employer fully advised as to any activity, interest, or investment Employee may have in any way related to the banking industry. It is understood and agreed that, for the purposes of the foregoing provisions of this paragraph, (i) no business shall be deemed to be a business conducted by Employer or any group, division, affiliate or subsidiary of Employer unless 5% or more of Employer's consolidated gross sales or operating revenues is derived from, or 5% or more of Employer's consolidated assets are devoted to, such business; (ii) no business conducted by any entity by which Employee is employed or in which he is interested or with which he is connected or associated shall be deemed competitive with any business conducted by Employer or any group, division division, affiliate or subsidiary of Employer unless it is one from which 2% or more of its consolidated gross sales or operating revenues is derived, or to which 2% or more of its consolidated assets are devoted; and (iii) no business which is conducted by Employer at the Date of Termination and which subsequently is sold by Employer shall, after such sale, be deemed to be a Competitive Operation within the meaning of this paragraph. Ownership of not more than 5% of the voting stock of any publicly held corporation shall not constitute a violation of this paragraph.

No Competition. Employee's ’s employment is subject to the condition that during the term of his employment hereunder and for a period of 24 months following the period specified in date his employment ceases for any reason except for a termination by Employer without cause pursuant to paragraph 8(c4(e) below(the “Date of Termination”), Employee shall not, directly or indirectly, own, manage, operate, control or participate in the ownership, management, operation or control of, or be connected as an officer, employee, partner, director, individual proprietor, lender, consultant or otherwise with, or have any financial interest in, or aid or assist anyone else in the conduct of, any entity or business (a "“Competitive Operation"”) which competes in the banking industry or with any other business conducted by Employer or by any group, affiliate, division or subsidiary of Employer, in any area or market where such business is being conducted at the states Date of New York and PennsylvaniaTermination. Employee shall keep Employer fully advised as to any activity, interest, or investment Employee may have in any way related to the banking industry. It is understood and agreed that, for the purposes of the foregoing provisions of this paragraph, (i) no business shall be deemed to be a business conducted by Employer or any group, division, affiliate or subsidiary of Employer unless 5% or more of Employer's ’s consolidated gross sales or operating revenues is derived from, or 5% or more of Employer's ’s consolidated assets are devoted to, such business; (ii) no business conducted by any entity by which Employee is employed or in which he is interested or with which he is connected or associated shall be deemed competitive with any business conducted by Employer or any group, division or subsidiary of Employer unless it is one from which 2% or more of its consolidated gross sales or operating revenues is derived, or to which 2% or more of its consolidated assets are devoted; and (iii) no business which is conducted by Employer at the Date of Termination and which subsequently is sold by Employer shall, after such sale, be deemed to be a Competitive Operation within the meaning of this paragraph. Ownership of not more than 51% of the voting stock of any publicly held corporation shall not constitute a violation of this paragraph.. -35- Notwithstanding the restrictive covenants set forth in paragraph 6(b), in the event this Agreement is not renewed upon its expiration as set forth in paragraph 1(a) following the good faith negotiations of the parties, then in that situation only, the period of noncompetition shall continue for six months following the Date of Termination (instead of for two years). In this event of non-renewal, the Employer at its sole option may extend that period of noncompetition for an additional six-month period (for a total of 12 months following the Date of Termination) upon electing to pay an amount to Employee equal to six months of his final base salary amount. If Employer elects to extend the noncompetition period for the additional six month period it will advise Employee in writing with 30 days of the Date of Termination and the payment equivalent to six months’ base salary shall be paid to Employee in six equal monthly installments commencing within six months following the Date of Termination. (c)

No Competition. Employee's ’s employment is subject to the condition that during the term of his employment hereunder and for the period specified in paragraph 8(c) below, Employee shall not, directly or indirectly, own, manage, operate, control or participate in the ownership, management, operation or control of, or be connected as an officer, employee, partner, director, individual proprietor, lender, consultant or otherwise with, or have any financial interest in, or aid or assist anyone else in the conduct of, any entity or business (a "“Competitive Operation"”) which competes in the banking industry or with any other business conducted by Employer or by any group, affiliate, division or subsidiary of Employer, Employer in the states of New York and or Pennsylvania. Employee shall keep Employer fully advised as to any activity, interest, or investment Employee may have in any way related to the banking industry. It is understood and agreed that, for the purposes of the foregoing provisions of this paragraph, (i) no business shall be deemed to be a business conducted by Employer or any group, division, affiliate or subsidiary of Employer unless 5% or more of Employer's ’s consolidated gross sales or operating revenues is derived from, or 5% or more of Employer's ’s consolidated assets are devoted to, such business; (ii) no business conducted by any entity by which Employee is employed or in which he is interested or with which he is connected or associated shall be deemed competitive with any business conducted by Employer or any group, division division, affiliate or subsidiary of Employer unless it is one from which 2% or more of its consolidated gross sales or operating revenues is derived, or to which 2% or more of its consolidated assets are devoted; and (iii) no business which is conducted by Employer at the Date of Termination and which subsequently is sold by Employer shall, after such sale, be deemed to be a Competitive Operation within the meaning of this paragraph. Ownership of not more than 5% of the voting stock of any publicly held corporation shall not constitute a violation of this paragraph.

No Competition. Employee's employment is subject to the condition that during the term of his employment hereunder and for the period specified in paragraph 8(c) below, Employee shall not, within a 50 mile radius of Wilkes-Barre, Pennsylvania, directly or indirectly, own, manage, operateopexxxx, control xxxxxxl or participate in the ownership, management, operation or control of, or be connected as an officer, employee, partner, director, individual proprietor, lender, consultant or otherwise with, or have any financial interest in, or aid or assist anyone else in the conduct of, any entity or business (a "Competitive Operation") which competes in the banking industry or with any other business conducted by Employer or by any group, affiliate, division or subsidiary of Employer, in the states of New York and Pennsylvania. Employee shall keep Employer fully advised as to any activity, interest, or investment Employee may have in any way related to the banking industry. It is understood and agreed that, for the purposes of the foregoing provisions of this paragraph, (i) no business shall be deemed to be a business conducted by Employer or any group, division, affiliate or subsidiary of Employer unless 5% or more of Employer's consolidated gross sales or operating revenues is derived from, or 5% or more of Employer's consolidated assets are devoted to, such business; (ii) no business conducted by any entity by which Employee is employed or in which he is interested or with which he is connected or associated shall be deemed competitive with any business conducted by Employer or any group, division division, affiliate or subsidiary of Employer unless it is one from which 2% or more of its consolidated gross sales or operating revenues is derived, or to which 2% or more of its consolidated assets are devoted; and (iii) no business which is conducted by Employer at the Date of Termination and which subsequently is sold by Employer shall, after such sale, be deemed to be a Competitive Operation within the meaning of this paragraph. Ownership of not more than 5% of the voting stock of any publicly held corporation shall not constitute a violation of this paragraph.

No Competition. Employee's employment is subject to -------------- the condition that during the term of his employment hereunder and for a period of 12 months following the period specified in paragraph 8(c) belowdate of termination of his employment (the "Date of Termination"), Employee shall not, directly or indirectly, own, manage, operate, control or participate in the ownership, management, operation or control of, or be connected as an officer, employee, partner, director, individual proprietor, lender, consultant or otherwise with, or have any financial interest in, or aid or assist anyone else in the conduct of, any entity or business (a "Competitive Operation") which competes in the banking industry or with any other business conducted by Employer or by any group, affiliate, division or subsidiary of Employer, in any area or market where such business is being conducted at the states Date of New York and PennsylvaniaTermination. Employee shall keep Employer fully advised as to any activity, interest, or investment Employee may have in any way related to the banking industry. It is understood and agreed that, for the purposes of the foregoing provisions of this paragraph, (i) no business shall be deemed to be a business conducted by Employer or any group, division, affiliate or subsidiary of Employer unless 5% or more of Employer's consolidated gross sales or operating revenues is derived from, or 5% or more of Employer's consolidated assets are devoted to, to such business; (ii) no business conducted by any entity by which Employee is employed or in which he is interested or with which he is connected or associated shall be deemed competitive with any business conducted by Employer or any group, division or subsidiary of Employer unless it is one from which 2% or more of its consolidated gross sales or operating revenues is derived, or to which 2% or more of its consolidated assets are devoted; and (iii) no business which is conducted by Employer at the Date of Termination and which subsequently is sold by Employer shall, after such sale, be deemed to be a Competitive Operation within the meaning of this paragraph. Ownership of not more than 5% of the voting stock of any publicly held corporation shall not constitute a violation of this paragraph.

No Competition. Employee's ’s employment is subject to the condition that during the term of his employment hereunder and for the period specified in paragraph 8(c) below, Employee shall not, in the states of New York or Pennsylvania, or in any state that is contiguous to New York or Pennsylvania, directly or indirectly, own, manage, operate, control or participate in the ownership, management, operation or control of, or be connected as an officer, employee, partner, director, individual proprietor, lender, consultant or otherwise with, or have any financial interest in, or aid or assist anyone else in the conduct of, any entity or business (a "“Competitive Operation"”) which competes in the banking industry or with any other business conducted by Employer or by any group, affiliate, division or subsidiary of Employer, in the states of New York and PennsylvaniaCBNA. Employee shall keep Employer fully advised as to any activity, interest, or investment Employee may have in any way related to the banking industry. It is understood and agreed that, for the purposes of the foregoing provisions of this paragraph, (i) no business shall be deemed to be a business conducted by Employer or any group, division, affiliate or subsidiary of Employer unless 5% or more of Employer's ’s consolidated gross sales or operating revenues is derived from, or 5% or more of Employer's ’s consolidated assets are devoted to, such business; (ii) no business conducted by any entity by which Employee is employed or in which he is interested interested, or with which he is connected or associated associated, shall be deemed competitive with any business conducted by Employer or any group, division division, affiliate or subsidiary of Employer unless it is one from which 2% or more of its consolidated gross sales or operating revenues is derived, or to which 2% or more of its consolidated assets are devoted; and (iii) no business which is conducted by Employer at on the Date date of Termination Employee’s termination and which subsequently is sold by Employer shall, after such sale, be deemed to be a Competitive Operation within the meaning of this paragraph. Ownership of not more than 5% of the voting stock of any publicly held corporation shall not constitute a violation of this paragraph.

No Competition. Employee's employment is subject to the condition -------------- that during the term of his employment hereunder and for a period of 12 months following the period specified in paragraph 8(c) belowdate of termination of his employment (the "Date of Termination"), Employee shall not, directly or indirectly, own, manage, operate, control or participate in the ownership, management, operation or control of, or be connected as an officer, employee, partner, director, individual proprietor, lender, consultant or otherwise with, or have any financial interest in, or aid or assist anyone else in the conduct of, any entity or business (a "Competitive Operation") which competes in the banking industry or with any other business conducted by Employer or by any group, affiliate, division or subsidiary of Employer, in any area or market where such business is being conducted at the states Date of New York and PennsylvaniaTermination. Employee shall keep Employer fully advised as to any activity, interest, or investment Employee may have in any way related to the banking industry. It is understood and agreed that, for the purposes of the foregoing provisions of this paragraph, (i) no business shall be deemed to be a business conducted by Employer or any group, division, affiliate or subsidiary of Employer unless 5% or more of Employer's consolidated gross sales or operating revenues is derived from, or 5% or more of Employer's consolidated assets are devoted to, to such business; (ii) no business conducted by any entity by which Employee is employed or in which he is interested or with which he is connected or associated shall be deemed competitive with any business conducted by Employer or any group, division or subsidiary of Employer unless it is one from which 2% or more of its consolidated gross sales or operating revenues is derived, or to which 2% or more of its consolidated assets are devoted; and (iii) no business which is conducted by Employer at the Date of Termination and which subsequently is sold by Employer shall, after such sale, be deemed to be a Competitive Operation within the meaning of this paragraph. Ownership of not more than 5% of the voting stock of any publicly held corporation shall not constitute a violation of this paragraph.

No Competition. Employee's employment is subject to the condition that during the term of his employment hereunder and for the period specified in paragraph 8(c) below, Employee shall not, directly or indirectly, own, manage, operate, control or participate in the ownership, management, operation or control of, or be connected as an officer, employee, partner, director, individual proprietor, lender, consultant or otherwise with, or have any financial interest in, or aid or assist anyone else in the conduct of, any entity or business (a "Competitive Operation") which competes in the banking industry or with any other business conducted by Employer or by any group, affiliate, division or subsidiary of Employer, in the states of New York and or Pennsylvania. Employee shall keep Employer fully advised as to any activity, interest, or investment Employee may have in any way related to the banking industry. It is understood and agreed that, for the purposes of the foregoing provisions of this paragraph, (i) no business shall be deemed to be a business conducted by Employer or any group, division, affiliate or subsidiary of Employer unless 5% or more of Employer's consolidated gross sales or operating revenues is derived from, or 5% or more of Employer's consolidated assets are devoted to, such business; (ii) no business conducted by any entity by which Employee is employed or in which he is interested or with which he is connected or associated shall be deemed competitive with any business conducted by Employer or any group, division division, affiliate or subsidiary of Employer unless it is one from which 2% or more of its consolidated gross sales or operating revenues is derived, or to which 2% or more of its consolidated assets are devoted; and (iii) no business which is conducted by Employer at the Date of Termination and which subsequently is sold by Employer shall, after such sale, be deemed to be a Competitive Operation within the meaning of this paragraph. Ownership of not more than 5% of the voting stock of any publicly held corporation shall not constitute a violation of this paragraph.

No Competition. Employee's Executive’s employment is subject to the condition that during the term of his Executive’s employment hereunder and for a period of twelve (12) months following the period specified in date Executive’s employment ceases for any reason except for a termination by Employer without Cause pursuant to paragraph 8(c3(e) below(the “Date of Termination”), Employee Executive shall not, directly or indirectly, own, manage, operate, control or participate in the ownership, management, operation or control of, or be connected as an officer, employeeexecutive, partner, director, individual proprietor, lender, consultant or otherwise with, or have any financial interest in, or aid or assist anyone else in the conduct of, any entity or business (a "“Competitive Operation"”) which competes in the banking industry or with any other business conducted by Employer or by any group, affiliate, division or subsidiary of EmployerEmployer within a fifty (50) mile radius of Syracuse, in the states of New York and PennsylvaniaYork. Employee Executive shall keep Employer fully advised as to any activity, interest, or investment Employee Executive may have in any way related to the banking industry. It is understood and agreed that, for the purposes of the foregoing provisions of this paragraph, (i) no business shall be deemed to be a business conducted by Employer or any group, division, affiliate or subsidiary of Employer unless 5% or more of Employer's ’s consolidated gross sales or operating revenues is derived from, or 5% or more of Employer's ’s consolidated assets are devoted to, such business; (ii) no business conducted by any entity by which Employee Executive is employed or in which he Executive is interested or with which he Executive is connected or associated shall be deemed competitive with any business conducted by Employer or any group, division or subsidiary of Employer unless it is one from which 2% or more of its consolidated gross sales or operating revenues is derived, or to which 2% or more of its consolidated assets are devoted; and (iii) no business which is conducted by Employer at the Date of Termination and which subsequently is sold by Employer shall, after such sale, be deemed to be a Competitive Operation within the meaning of this paragraph. Ownership of not more than 51% of the voting stock of any publicly held corporation shall not constitute a violation of this paragraph.