Common use of NON-COMPETITION AND NON-DISCLOSURE Clause in Contracts

NON-COMPETITION AND NON-DISCLOSURE. (a) As a material inducement for the Bank to enter into this Agreement, upon any termination of Executive’s employment hereunder pursuant to the terms of this Agreement, other than a termination of Executive’s employment under Sections 5(a)(iii) or 6 of this Agreement, Executive agrees not to compete with the Bank for a period of two (2) years following such termination in any city, town or county in which Executive’s normal business office is located and the Bank has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank. Executive further agrees that for a period of two (2) years following any termination of employment, he shall not directly or indirectly, solicit, hire, or entice any of the following to cease, terminate, or reduce any relationship with the Bank or the Company or to divert any business from the Bank or the Company: (i) any person who was an employee of the Bank or the Company during the term of this Agreement; or (ii) any customer or client of the Bank or the Company. Further, Executive will not directly or indirectly disclose the names, addresses, telephone numbers, compensation, or other arrangements between the Bank or the Company and any individual or entity described in Sections (i) and (ii) of this Section 11(a). The parties hereto, recognizing that irreparable injury will result to the Bank, its business and property in the event of Executive’s breach of this Subsection agree that in the event of any such breach by Executive, the Bank will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive’s partners, agents, servants, employees and all persons acting for or under the direction of Executive. Nothing herein will be construed as prohibiting the Bank from pursuing any other remedies available to the Bank for such breach or threatened breach, including the recovery of damages from Executive.

NON-COMPETITION AND NON-DISCLOSURE. (a) As a material inducement for the Bank to enter into this Agreement, upon Upon any termination of Executive’s employment hereunder pursuant to the terms of this Agreement, other than a termination of Executive’s employment under Sections 5(a)(iii) or 6 Section 4 of this Agreement, Executive agrees not to compete with the Bank or its affiliates for a period of two one (21) years year following such termination in any city, town or county in which Executive’s normal business office is located and the Bank or any of its affiliates has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the BoardBoard of Directors. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank. Executive further agrees that for a period of two (2) years following any termination of employment, he shall not directly or indirectly, solicit, hire, or entice any of the following to cease, terminate, or reduce any relationship with the Bank or the Company or to divert any business from the Bank or the Company: (i) any person who was an employee of the Bank or the Company during the term of this Agreement; or (ii) any customer or client of the Bank or the Company. Further, Executive will not directly or indirectly disclose the names, addresses, telephone numbers, compensation, or other arrangements between the Bank or the Company and any individual or entity described in Sections (i) and (ii) of this Section 11(a)its affiliates. The parties hereto, recognizing that irreparable injury will result to the BankBank or its affiliates, its business and property in the event of Executive’s breach of this Subsection 10(a), agree that in the event of any such breach by Executive, the Bank or its affiliates will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive’s partners, agents, servants, employees and all persons acting for or under the direction of Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Section 4 of this Agreement, Executive’s experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank or its affiliates, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank or its affiliates from pursuing any other remedies available to the Bank or its affiliates for such breach or threatened breach, including the recovery of damages from Executive.

NON-COMPETITION AND NON-DISCLOSURE. (a) As For a material inducement for period of one (1) year following the Bank payment of termination benefits to enter into Executive under this Agreement, upon any termination of Executive’s employment hereunder pursuant to the terms of this Agreement, other than a termination of Executive’s employment under Sections 5(a)(iii) or 6 of this Agreementagreement, Executive agrees not to compete with the Bank for a period of two (2) years following such termination Employers or their affiliates in any city, town or county in which Executive’s normal business office is located and the Bank has Employers or their affiliates have an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the BoardBoard of Directors. Executive agrees that during such one (1) year period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank. Executive further agrees that for a period of two (2) years following any termination of employment, he shall not directly or indirectly, solicit, hire, or entice any of the following to cease, terminate, or reduce any relationship with the Bank or the Company or to divert any business from the Bank or the Company: (i) any person who was an employee of the Bank or the Company during the term of this Agreement; or (ii) any customer or client of the Bank or the Company. Further, Executive will not directly or indirectly disclose the names, addresses, telephone numbers, compensation, or other arrangements between the Bank or the Company and any individual or entity described in Sections (i) and (ii) of this Section 11(a)Employers. The parties hereto, recognizing that irreparable injury will result to the BankEmployers, its their business and property in the event of Executive’s breach of this Subsection Section 8(a), agree that in the event of any such breach by Executive, the Bank Employers will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive’s partners, agents, servants, employees and all persons acting for or under the direction of Executive. Executive represents and admits that, in the event of the termination of his employment following a Change in Control, Executive’s experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Employers, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank Employers from pursuing any other remedies available to the Bank for such breach or threatened breach, including the recovery of damages from Executive.

NON-COMPETITION AND NON-DISCLOSURE. (a) As a material inducement for the Bank to enter into this Agreement, upon Upon any termination of Executive’s 's employment hereunder pursuant to the terms of this Agreement, other than a termination of Executive’s employment under Sections 5(a)(iii) or 6 Section 4 of this Agreement, Executive agrees not to compete with the Bank Institution for a the period in which he receives payments under Section 4(b) of two (2) years following such termination this Agreement in any city, town or county in which Executive’s 's normal business office is located and the Bank Institution has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank. Executive further agrees that for a period of two (2) years following any termination of employment, he shall not directly or indirectly, solicit, hire, or entice any of the following to cease, terminate, or reduce any relationship with the Bank or the Company or to divert any business from the Bank or the Company: (i) any person who was an employee of the Bank or the Company during the term of this Agreement; or (ii) any customer or client of the Bank or the Company. Further, Executive will not directly or indirectly disclose the names, addresses, telephone numbers, compensation, or other arrangements between the Bank or the Company and any individual or entity described in Sections (i) and (ii) of this Section 11(a)Institution. The parties hereto, recognizing that irreparable injury will result to the BankInstitution, its business and property in the event of Executive’s 's breach of this Subsection 10(a) agree that in the event of any such breach by Executive, the Bank Institution, will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive’s 's partners, agents, servants, employees and all persons acting for or under the direction of Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Section 7 of this Agreement, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Institution and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank Institution from pursuing any other remedies available to the Bank Institution for such breach or threatened breach, including the recovery of damages from Executive.

NON-COMPETITION AND NON-DISCLOSURE. (a) As a material inducement for the Bank to enter into this Agreement, upon any termination of Executive’s employment hereunder pursuant to the terms of this Agreement, other than a termination of Executive’s employment under Sections 5(a)(iii) or 6 of this Agreement, Executive agrees not to compete with the Bank for a period of two (2) years following such termination in any city, town or county in which Executive’s normal business office is located and the Bank has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank. Executive further agrees that for a period of two (2) years following any termination of employment, he shall not directly or indirectly, solicit, hire, or entice any of the following to cease, terminate, or reduce any relationship with the Bank or the Company or to divert any business from the Bank or the Company: (i) any person who was an employee of the Bank or the Company during the term of this Agreement; or (ii) any customer or client of the Bank or the Company. Further, Executive will not directly or indirectly disclose the names, addresses, telephone numbers, compensation, or other arrangements between the Bank or the Company and any individual or entity described in Sections (i) and (ii) of this Section 11(a)Section. The parties hereto, recognizing that irreparable injury will result to the Bank, its business and property in the event of Executive’s breach of this Subsection agree that in the event of any such breach by Executive, the Bank will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive’s partners, agents, servants, employees and all persons acting for or under the direction of Executive. Nothing herein will be construed as prohibiting the Bank from pursuing any other remedies available to the Bank for such breach or threatened breach, including the recovery of damages from Executive.

NON-COMPETITION AND NON-DISCLOSURE. (a) As For a material inducement for period of one (1) year following the Bank payment of termination benefits to enter into Executive under this Agreement, upon any termination of Executive’s employment hereunder pursuant to the terms of this Agreement, other than a termination of Executive’s employment under Sections 5(a)(iii) or 6 of this Agreementagreement, Executive agrees not to compete with the Bank for a period of two (2) years following such termination Employers or their affiliates in any city, town or county in which Executive’s normal business office is located and the Bank has Employers or their affiliates have an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the BoardBoard of Directors. Executive agrees that during such one (1) year period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank. Executive further agrees that for a period of two (2) years following any termination of employment, he shall not directly or indirectly, solicit, hire, or entice any of the following to cease, terminate, or reduce any relationship with the Bank or the Company or to divert any business from the Bank or the Company: (i) any person who was an employee of the Bank or the Company during the term of this Agreement; or (ii) any customer or client of the Bank or the Company. Further, Executive will not directly or indirectly disclose the names, addresses, telephone numbers, compensation, or other arrangements between the Bank or the Company and any individual or entity described in Sections (i) and (ii) of this Section 11(a)Employers. The parties hereto, recognizing that irreparable injury will result to the BankEmployers, its their business and property in the event of Executive’s breach of this Subsection Section 7(a), agree that in the event of any such breach by Executive, the Bank Employers will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive’s partners, agents, servants, employees and all persons acting for or under the direction of Executive. Executive represents and admits that, in the event of the termination of his employment following a Change in Control, Executive’s experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Employers, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank Employers from pursuing any other remedies available to the Bank for such breach or threatened breach, including the recovery of damages from Executive.

NON-COMPETITION AND NON-DISCLOSURE. (a) As a material inducement for of the Bank to enter into this Agreement, upon any termination of Executive’s employment hereunder pursuant to the terms of this Agreement, other than a termination of Executive’s employment under Sections Section 5(a)(iii) or 6 of this AgreementAgreement or a termination for Just Cause, Executive agrees not to compete with the Bank, the Company or any affiliate of the Bank or the Company (collectively said entities are referred to as the “Bank” for purposes of this Section 11) for a period of two twelve (212) years months following such termination in any city, town or county in which Executive’s normal business office is located and the Bank has an office or has filed an application for regulatory approval to establish an office, determined as within a fifty (50) mile radius of the effective date main office of such termination, except as agreed to pursuant to a resolution duly adopted by the BoardBank. Executive agrees that during such this period and within said cities, towns and countiesa fifty (50) mile radius of the main office of the Bank, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank. Executive further agrees that for a period of two twelve (212) years months following any termination of employment, he she shall not directly or indirectly, solicit, hire, or entice any of the following persons or entities to cease, terminate, or reduce any relationship with the Bank or the Company or to divert any business from the Bank or the CompanyBank: (i) any person who was an employee of the Bank or the Company during the term of this Agreement; or (ii) any customer or client of the Bank or the CompanyBank. Further, Executive will not directly or indirectly disclose the names, addresses, telephone numbers, compensation, or other arrangements between the Bank or the Company and any individual person or entity described in Sections (ia)(i) and (iia)(ii) of this Section 11(a)11. The parties hereto, recognizing that irreparable injury will result to the Bank, its business and property in the event of Executive’s breach of this Subsection Section 11(a), agree that in the event of any such breach by Executive, the Bank will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive’s partners, agents, servants, employees and all persons acting for or under the direction of Executive. Nothing herein will be construed as prohibiting the Bank from pursuing any other remedies available to the Bank for such breach or threatened breach, including the recovery of damages from Executive.

NON-COMPETITION AND NON-DISCLOSURE. (a) As a material inducement for the Bank to enter into this Agreement, upon any termination of Executive’s 's employment hereunder pursuant to the terms of this Agreement, other than a termination of Executive’s 's employment under Sections 5(a)(iii) or 6 of this Agreement, Executive agrees not to compete with the Bank for a period of two (2) years following such termination in any city, town or county in which Executive’s 's normal business office is located and the Bank has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank. Executive further agrees that for a period of two (2) years following any termination of employment, he shall not directly or indirectly, solicit, hire, or entice any of the following to cease, terminate, or reduce any relationship with the Bank or the Company or to divert any business from the Bank or the Company: (i) any person who was an employee of the Bank or the Company during the term of this Agreement; or (ii) any customer or client of the Bank or the Company. Further, Executive will not directly or indirectly disclose the names, addresses, telephone numbers, compensation, or other arrangements between the Bank or the Company and any individual or entity described in Sections (i) and (ii) of this Section 11(a). The parties hereto, recognizing that irreparable injury will result to the Bank, its business and property in the event of Executive’s 's breach of this Subsection agree that in the event of any such breach by Executive, the Bank will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive’s 's partners, agents, servants, employees and all persons acting for or under the direction of Executive. Nothing herein will be construed as prohibiting the Bank from pursuing any other remedies available to the Bank for such breach or threatened breach, including the recovery of damages from Executive.

NON-COMPETITION AND NON-DISCLOSURE. (a) As a material inducement for the Bank to enter into this Agreement, upon Upon any termination of Executive’s 's employment hereunder pursuant to the terms of this Agreement, other than a termination of Executive’s employment under Sections 5(a)(iii) or 6 of this AgreementSection 4 hereof, Executive agrees not to compete with the Bank Institution for a the period in which he receives payments under Section 4(b) or 6(b) of two (2) years following such termination this Agreement in any city, town or county in which the Executive’s 's normal business office is located and the Bank Institution has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank. Executive further agrees that for a period of two (2) years following any termination of employment, he shall not directly or indirectly, solicit, hire, or entice any of the following to cease, terminate, or reduce any relationship with the Bank or the Company or to divert any business from the Bank or the Company: (i) any person who was an employee of the Bank or the Company during the term of this Agreement; or (ii) any customer or client of the Bank or the Company. Further, Executive will not directly or indirectly disclose the names, addresses, telephone numbers, compensation, or other arrangements between the Bank or the Company and any individual or entity described in Sections (i) and (ii) of this Section 11(a)Institution. The parties hereto, recognizing that irreparable injury will result to the BankInstitution, its business and property in the event of Executive’s 's breach of this Subsection 10(a) agree that in the event of any such breach by Executive, the Bank Institution, will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive’s 's partners, agents, servants, employees and all persons acting for or under the direction of Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Section 7 hereof, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Institution and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank Institution from pursuing any other remedies available to the Bank Institution for such breach or threatened breach, including the recovery of damages from Executive.

NON-COMPETITION AND NON-DISCLOSURE. (a) As a material inducement for of the Bank to enter into this Agreement, upon any termination of Executive’s employment hereunder pursuant to the terms of this Agreement, other than a termination of Executive’s employment under Sections Section 5(a)(iii) or 6 of this AgreementAgreement or a termination for Just Cause, Executive agrees not to compete with the Bank or any affiliate of the Bank (collectively said entities are referred to as the “Bank” for purposes of this Section 11) for a period of two twelve (212) years months following such termination in any city, town or county in which Executive’s normal business office is located and the Bank has an office or has filed an application for regulatory approval to establish an office, determined as within a thirty-five (35) mile radius of the effective date main office of such termination, except as agreed to pursuant to a resolution duly adopted by the BoardBank. Executive agrees that during such this period and within said cities, towns and countiesa thirty-five (35) mile radius of the main office of the Bank, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank. Executive further agrees that for a period of two twelve (212) years months following any termination of employment, he shall not directly or indirectly, solicit, hire, or entice any of the following persons or entities to cease, terminate, or reduce any relationship with the Bank or the Company or to divert any business from the Bank or the CompanyBank: (i) any person who was an employee of the Bank or the Company during the term of this Agreement; or (ii) any customer or client of the Bank or the CompanyBank. Further, Executive will not directly or indirectly disclose the names, addresses, telephone numbers, compensation, or other arrangements between the Bank or the Company and any individual person or entity described in Sections (ia)(i) and (iia)(ii) of this Section 11(a)11. The parties hereto, recognizing that irreparable injury will result to the Bank, its business and property in the event of Executive’s breach of this Subsection Section 11(a), agree that in the event of any such breach by Executive, the Bank will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive’s partners, agents, servants, employees and all persons acting for or under the direction of Executive. Nothing herein will be construed as prohibiting the Bank from pursuing any other remedies available to the Bank for such breach or threatened breach, including the recovery of damages from Executive.

NON-COMPETITION AND NON-DISCLOSURE. (a) As a material inducement for of the Bank to enter into this Agreement, upon any termination of Executive’s employment hereunder pursuant to the terms of this Agreement, other than a termination of Executive’s employment under Sections Section 5(a)(iii) or 6 of this AgreementAgreement or a termination for Just Cause, Executive agrees not to compete with the Bank, the Company or any affiliate of the Bank or the Company (collectively said entities are referred to as the “Bank” for purposes of this Section 11) for a period of two twelve (212) years months following such termination in any city, town or county in which Executive’s normal business office is located and the Bank has an office or has filed an application for regulatory approval to establish an office, determined as within a fifty (50) mile radius of the effective date main office of such termination, except as agreed to pursuant to a resolution duly adopted by the BoardBank. Executive agrees that during such this period and within said cities, towns and countiesa fifty (50) mile radius of the main office of the Bank, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank. Executive further agrees that for a period of two twelve (212) years months following any termination of employment, he shall not directly or indirectly, solicit, hire, or entice any of the following persons or entities to cease, terminate, or reduce any relationship with the Bank or the Company or to divert any business from the Bank or the CompanyBank: (i) any person who was an employee of the Bank or the Company during the term of this Agreement; or (ii) any customer or client of the Bank or the CompanyBank. Further, Executive will not directly or indirectly disclose the names, addresses, telephone numbers, compensation, or other arrangements between the Bank or the Company and any individual person or entity described in Sections (ia)(i) and (iia)(ii) of this Section 11(a)11. The parties hereto, recognizing that irreparable injury will result to the Bank, its business and property in the event of Executive’s breach of this Subsection Section 11(a), agree that in the event of any such breach by Executive, the Bank will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive’s partners, agents, servants, employees and all persons acting for or under the direction of Executive. Nothing herein will be construed as prohibiting the Bank from pursuing any other remedies available to the Bank for such breach or threatened breach, including the recovery of damages from Executive.

NON-COMPETITION AND NON-DISCLOSURE. (a) As a material inducement for of the Bank to enter into this Agreement, upon any termination of Executive’s 's employment hereunder pursuant to the terms of this Agreement, other than a termination of Executive’s 's employment under Sections Section 5(a)(iii) or 6 of this Agreement, Executive agrees not to compete with the Bank, the Company or any affiliate of the Bank or the Company (collectively said entities are referred to as the "Bank" for purposes of this Section 11) for a period of two twelve (212) years months following such termination in any city, town or county in which Executive’s normal business office is located and where the Bank has an office one or has filed an application for regulatory approval to establish an office, determined as more branches with aggregate deposits in excess of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board$100 million. Executive agrees that during such period and within said cities, towns and countiesany county where the Bank has one or more branches with aggregate deposits in excess of $100 million, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank. Executive further agrees that for a period of two twelve (212) years months following any termination of employment, he shall not directly or indirectly, solicit, hire, or entice any of the following persons or entities to cease, terminate, or reduce any relationship with the Bank or the Company or to divert any business from the Bank or the CompanyBank: (i) any person who was an employee of the Bank or the Company during the term of this Agreement; or (ii) any customer or client of the Bank or the CompanyBank. Further, Executive will not directly or indirectly disclose the names, addresses, telephone numbers, compensation, or other arrangements between the Bank or the Company and any individual person or entity described in Sections (i) and (ii) of this Section 11(a)Section. The parties hereto, recognizing that irreparable injury will result to the Bank, its business and property in the event of Executive’s 's breach of this Subsection Subsection, agree that in the event of any such breach by Executive, the Bank will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive’s 's partners, agents, servants, employees and all persons acting for or under the direction of Executive. Nothing herein will be construed as prohibiting the Bank from pursuing any other remedies available to the Bank for such breach or threatened breach, including the recovery of damages from Executive.

NON-COMPETITION AND NON-DISCLOSURE. (a) As a material inducement for the Bank to enter into this Agreement, upon Upon any termination of Executive’s 's employment hereunder pursuant to the terms of this Agreement, other than a termination of Executive’s employment under Sections 5(a)(iii) or 6 Section 4 of this Agreement, Executive agrees not to compete with the Bank Institution for a period of one (1) year (two (2) years in the case of an Event of Termination as described under Section 4(a)(ii)(G) of this Agreement) following such termination in any city, town or county in which the Executive’s 's normal business office is located and the Bank Institution has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such terminationtermination (or, in the case of an Event of Termination as described under Section 4(a)(ii)(G) of this Agreement, the date immediately preceding the Effective Date), except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank. Executive further agrees that for a period of two (2) years following any termination of employment, he shall not directly or indirectly, solicit, hire, or entice any of the following to cease, terminate, or reduce any relationship with the Bank or the Company or to divert any business from the Bank or the Company: (i) any person who was an employee of the Bank or the Company during the term of this Agreement; or (ii) any customer or client of the Bank or the Company. Further, Executive will not directly or indirectly disclose the names, addresses, telephone numbers, compensation, or other arrangements between the Bank or the Company and any individual or entity described in Sections (i) and (ii) of this Section 11(a)Institution. The parties hereto, recognizing that irreparable injury will result to the BankInstitution, its business and property in the event of Executive’s 's breach of this Subsection subsection 10(a) agree that in the event of any such breach by Executive, the Bank Institution, will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive’s 's partners, agents, servants, employees and all persons acting for or under the direction of Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Section 4 of this Agreement, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Institution and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank Institution from pursuing any other remedies available to the Bank Institution for such breach or threatened breach, including the recovery of damages from Executive.

NON-COMPETITION AND NON-DISCLOSURE. (a) As a material inducement for the Bank to enter into this Agreement, upon Upon any termination of Executive’s 's employment hereunder pursuant to the terms of this Agreement, other than a termination of Executive’s employment under Sections 5(a)(iii) or 6 Section 4 of this Agreement, Executive agrees not to compete with the Bank Holding Company for a period of one (1) year (two (2) years in the case of an Event of Termination as described under Section 4(a)(ii)(G) of this Agreement) following such termination in any city, town or county in which the Executive’s 's normal business office is located and the Bank Institution or the Holding Company has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such terminationtermination (or, in the case of an Event of Termination, as described under Section 4(a)(ii)(G) of this Agreement, the date immediately preceding the Effective Date), except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank. Executive further agrees that for a period of two (2) years following any termination of employment, he shall not directly or indirectly, solicit, hire, or entice any of the following to cease, terminate, or reduce any relationship with the Bank Institution or the Company or to divert any business from the Bank or the Holding Company: (i) any person who was an employee of the Bank or the Company during the term of this Agreement; or (ii) any customer or client of the Bank or the Company. Further, Executive will not directly or indirectly disclose the names, addresses, telephone numbers, compensation, or other arrangements between the Bank or the Company and any individual or entity described in Sections (i) and (ii) of this Section 11(a). The parties hereto, recognizing that irreparable injury will result to the BankInstitution and the Holding Company, its business and property in the event of Executive’s 's breach of this Subsection 10(a) agree that in the event of any such breach by Executive, the Bank Holding Company, will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive’s 's partners, agents, servants, employees and all persons acting for or under the direction of Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Section 4 of this Agreement, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Institution and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank Holding Company from pursuing any other remedies available to the Bank Holding Company for such breach or threatened breach, including the recovery of damages from Executive.

NON-COMPETITION AND NON-DISCLOSURE. (a) As a material inducement for the Bank to enter into this Agreement, upon any termination of Executive’s employment hereunder pursuant to the terms of this Agreement, other than a termination of Executive’s employment under Sections 5(a)(iii) or 6 of this Agreement, Executive agrees not to compete with the Bank for a period of two (2two(2) years following such termination in any city, town or county in which Executive’s normal business office is located and the Bank has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank. Executive further agrees that for a period of two (2) years following any termination of employment, he shall not directly or indirectly, solicit, hire, or entice any of the following to cease, terminate, or reduce any relationship with the Bank or the Company or to divert any business from the Bank or the Company: (i) any person who was an employee of the Bank or the Company during the term of this Agreement; or (ii) any customer or client of the Bank or the Company. Further, Executive will not directly or indirectly disclose the names, addresses, telephone numbers, compensation, or other arrangements between the Bank or the Company and any individual or entity described in Sections (i) and (ii) of this Section 11(a)Section. The parties hereto, recognizing that irreparable injury will result to the Bank, its business and property in the event of Executive’s breach of this Subsection agree that in the event of any such breach by Executive, the Bank will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive’s partners, agents, servants, employees and all persons acting for or under the direction of Executive. Nothing herein will be construed as prohibiting the Bank from pursuing any other remedies available to the Bank for such breach or threatened breach, including the recovery of damages from Executive.