Common use of Non-Competition Provisions Clause in Contracts

Non-Competition Provisions. The Consultant agrees that during the 18-month period immediately following the Effective Date of the Merger (the “Non-Competition Period”), the Consultant will not (i) without the prior written consent of NewAlliance Bank, engage in, become interested in, directly or indirectly, as a sole proprietor, as a partner in a partnership, or as a shareholder in a corporation, or become associated with, in the capacity of employee, director, officer, principal, agent, trustee or in any other capacity whatsoever, any enterprise or entity located in any of Fairfield, Hartford, Litchfield, Middlesex, New Haven, New London, Tolland or Xxxxxxx Counties in the State of Connecticut or Kent, Providence or Washington Counties in the State of Rhode Island (collectively, the “Counties” and individually a “County”) or in the New York, New York Primary Metropolitan Statistical Area (“PMSA”), which proprietorship, partnership, corporation, enterprise or other entity is, or may be deemed to be by NewAlliance Bank, competitive with any business carried on by NewAlliance, NewAlliance Bank or any of their subsidiaries, including but not limited to entities which lend money and take deposits (in each case, a “Competing Business”), provided, however, that this provision shall not prohibit the Consultant from owning bonds, non-voting preferred stock or up to five percent (5%) of the outstanding common stock of any Competing Business if such common stock is publicly traded, (ii) solicit or induce, or cause others to solicit or induce, any employee of NewAlliance or any of its subsidiaries to leave the employment of such entities, or (iii) solicit (whether by mail, telephone, personal meeting or any other means, excluding general solicitations of the public that are not based in whole or in part on any list of customers of NewAlliance or any of its subsidiaries) any customer of NewAlliance or any of its subsidiaries to transact business with any other entity, whether or not a Competing Business, or to reduce or refrain from doing any business with NewAlliance or its subsidiaries, or interfere with or damage (or attempt to interfere with or damage) any relationship between NewAlliance or its subsidiaries and any such customers. In the event the Consultant desires to join a Competing Business and requests the written consent of NewAlliance Bank to permit him to do so during the Non-Competition Period, the Consultant shall provide the President and Chief Executive Officer of NewAlliance Bank with the identity of the Competing Business, the nature of his proposed position, duties and responsibilities with such entity, and such other information as may be reasonably requested by NewAlliance Bank within fifteen (15) days of receiving such request. NewAlliance Bank agrees to consider and review any such request (provided that no more than one request may be submitted within any 45 day period), and to notify the Consultant of its determination within thirty (30) days of receiving the information requested pursuant to the preceding sentence.

Non-Competition Provisions. The Consultant Executive agrees that during the 1812-month period immediately following the Effective Date of the Merger (the “Non-Competition Period”), the Consultant Executive will not (i) without the prior written consent of NewAlliance Bank, engage in, become interested in, directly or indirectly, as a sole proprietor, as a partner in a partnership, or as a shareholder in a corporation, or become associated with, in the capacity of employee, director, officer, principal, agent, trustee or in any other capacity whatsoever, any enterprise or entity located in any either Hampden County in the Commonwealth of Fairfield, Hartford, Litchfield, Middlesex, New Haven, New London, Tolland Massachusetts or Xxxxxxx Counties County in the State of Connecticut or Kent, Providence or Washington Counties in the State of Rhode Island (collectively, the “Counties” and individually a “County”) or in the New York, New York Primary Metropolitan Statistical Area (“PMSA”), which proprietorship, partnership, corporation, enterprise or other entity is, or may be deemed to be by NewAlliance Bank, competitive with is engaged in any line of business carried on conducted by NewAlliance, NewAlliance Bank or any of their subsidiariessubsidiaries immediately following the Effective Time of the Merger, including but not limited to entities which lend money and take deposits (in each case, a “Competing Business”), provided, however, that this provision shall not prohibit the Consultant Executive from owning bonds, non-voting preferred stock or up to five percent (5%) of the outstanding common stock of any Competing Business if such common stock is publicly traded, (ii) solicit or induce, or cause others to solicit or induce, any employee of NewAlliance or any of its subsidiaries to leave the employment of such entities, or (iii) solicit (whether by mail, telephone, personal meeting or any other means, excluding general solicitations of the public that are not based in whole or in part on any list of customers of NewAlliance or any of its subsidiaries) any customer of NewAlliance or any of its subsidiaries to transact business with any other entity, whether or not a Competing Business, or to reduce or refrain from doing any business with NewAlliance or its subsidiaries, or interfere with or damage (or attempt to interfere with or damage) any relationship between NewAlliance or its subsidiaries and any such customers. In the event the Consultant desires to join a Competing Business and requests the written consent of NewAlliance Bank to permit him to do so during the Non-Competition Period, the Consultant shall provide the President and Chief Executive Officer of NewAlliance Bank with the identity of the Competing Business, the nature of his proposed position, duties and responsibilities with such entity, and such other information as may be reasonably requested by NewAlliance Bank within fifteen (15) days of receiving such request. NewAlliance Bank agrees to consider and review any such request (provided that no more than one request may be submitted within any 45 day period), and to notify the Consultant of its determination within thirty (30) days of receiving the information requested pursuant to the preceding sentence.

Non-Competition Provisions. The Consultant agrees that during the 18eighteen-month period immediately following the Effective Date of the Merger (the “Non-Competition Period”)Time, the Consultant will not (i) without the prior written consent of NewAlliance BankNational Penn (which consent may be given or withheld, in National Penn’s sole discretion), directly or indirectly, engage in, become interested in, directly or indirectly, as a sole proprietor, as a partner in a partnership, or as a shareholder in a corporation, or become associated with, in the capacity of employee, consultant, director, officer, owner, principal, agent, trustee or in any other capacity whatsoever, any proprietorship, partnership, corporation, enterprise or entity located in any county in which National Penn, NPBank or any of Fairfield, Hartford, Litchfield, Middlesex, New Haven, New London, Tolland or Xxxxxxx Counties in the State of Connecticut or Kent, Providence or Washington Counties in the State of Rhode Island their subsidiaries maintains an office (collectively, the “Counties” and individually a “County”) or in the New York, New York Primary Metropolitan Statistical Area (“PMSA”), which proprietorship, partnership, corporation, enterprise or other entity is, or may be deemed to be by NewAlliance BankNPBank, competitive with any business carried on by NewAllianceNational Penn, NewAlliance Bank NPBank or any of their subsidiaries, including but not limited to entities which lend money and take deposits (in each case, a “Competing Business”), provided, however, that this provision shall not prohibit the Consultant from owning bonds, non-voting preferred stock or up to five percent (5%) of the outstanding common stock of any Competing Business if such common stock is publicly traded, (ii) solicit or induce, or cause others to solicit or induce, any employee of NewAlliance National Penn or any of its subsidiaries to leave the employment of such entities, or (iii) solicit (whether by mail, telephone, personal meeting or any other means, excluding general solicitations of the public that are not based in whole or in part on any list of customers of NewAlliance National Penn or any of its subsidiaries) any customer of NewAlliance National Penn or any of its subsidiaries to transact business with any other entity, whether or not a Competing Business, or to reduce or refrain from doing any business with NewAlliance National Penn or its subsidiaries, or interfere with or damage (or attempt to interfere with or damage) any relationship between NewAlliance National Penn or its subsidiaries and any such customers. In This Section 4 shall survive the event the Consultant desires to join a Competing Business and requests the written consent of NewAlliance Bank to permit him to do so during the Non-Competition Period, the Consultant shall provide the President and Chief Executive Officer of NewAlliance Bank with the identity termination or expiration of the Competing Business, the nature of his proposed position, duties and responsibilities Consulting Period in accordance with such entity, and such other information as may be reasonably requested by NewAlliance Bank within fifteen (15) days of receiving such request. NewAlliance Bank agrees to consider and review any such request (provided that no more than one request may be submitted within any 45 day period), and to notify the Consultant of its determination within thirty (30) days of receiving the information requested pursuant to the preceding sentenceterms.

Non-Competition Provisions. The Consultant Executive agrees that during the 18-month period immediately following the Effective Date of the Merger (the “Non-Competition Period”), the Consultant Executive will not (i) without the prior written consent of NewAlliance the Bank, engage in, become interested in, directly or indirectly, as a sole proprietor, as a partner in a partnership, or as a shareholder in a corporation, or become associated with, in the capacity of employee, director, officer, principal, agent, trustee or in any other capacity whatsoever, any enterprise or entity located in any of Fairfield, Hartford, Litchfield, Middlesex, New Haven, New London, Tolland or Xxxxxxx Counties in the State of Connecticut or Kent, Providence or Washington Counties in the State of Rhode Island (collectively, the “Counties” and individually a “County”) or in the New York, New York Primary Metropolitan Statistical Area (“PMSA”), which proprietorship, partnership, corporation, enterprise or other entity is, or may be deemed to be by NewAlliance the Bank, competitive with any business carried on by NewAlliancethe Company, NewAlliance the Bank or any of their subsidiaries, including including, but not limited to entities which lend money and take deposits (in each case, a “Competing Business”), provided, however, that this provision shall not prohibit the Consultant Executive from owning bonds, non-voting preferred stock or up to five percent (5%) of the outstanding common stock of any Competing Business if such common stock is publicly traded, (ii) solicit or induce, or cause others to solicit or induce, any employee of NewAlliance or any of its subsidiaries to leave the employment of such entities, or (iii) solicit (whether by mail, telephone, personal meeting or any other means, excluding general solicitations of the public that are not based in whole or in part on any list of customers of NewAlliance the Company or any of its subsidiaries) any customer of NewAlliance or any of its subsidiaries to transact business with any other entity, whether or not a Competing Business, or to reduce or refrain from doing any business with NewAlliance or its subsidiaries, or interfere with or damage (or attempt to interfere with or damage) any relationship between NewAlliance or its subsidiaries and any such customers. In the event the Consultant Executive desires to join a Competing Business and requests the written consent of NewAlliance the Bank to permit him to do so during the Non-Competition Period, the Consultant Executive shall provide the President and Chief Executive Officer of NewAlliance the Bank with the identity of the Competing Business, the nature of his proposed position, duties and responsibilities with such entity, and such other information as may be reasonably requested by NewAlliance the Bank within fifteen (15) days of receiving such request. NewAlliance The Bank agrees to consider and review any such request (provided that no more than one request may be submitted within any 45 day period), and to notify the Consultant Executive of its determination within thirty (30) days of receiving the information requested pursuant to the preceding sentence.

Non-Competition Provisions. The Consultant Executive agrees that during the 1836-month period immediately following the Effective Retirement Date of the Merger (the “Non-Competition Noncompetition Period”), the Consultant Executive will not (i) without the prior written consent of NewAlliance the Bank (which consent may be given or withheld in the Bank’s sole discretion), directly or indirectly, engage in, become interested in, directly or indirectly, as a sole proprietor, as a partner in a partnership, or as a shareholder in a corporation, or become associated with, in the capacity of employee, consultant, director, officer, owner, principal, agent, trustee or in any other capacity whatsoever, any proprietorship, partnership, corporation, enterprise or entity located in any county in which the Company, the Bank or any of Fairfield, Hartford, Litchfield, Middlesex, New Haven, New London, Tolland their subsidiaries maintains an office or Xxxxxxx Counties in the State of Connecticut or Kent, Providence or Washington Counties any immediately adjacent county located in the State of Rhode Island Pennsylvania (collectively, the “Counties” and individually a “County”) or in the New York, New York Primary Metropolitan Statistical Area (“PMSA”), which proprietorship, partnership, corporation, enterprise or other entity is, or may be deemed to be by NewAlliance the Bank, competitive with any business carried on by NewAlliancethe Company, NewAlliance the Bank or any of their subsidiaries, including but not limited to entities which lend money and take deposits (in each case, a “Competing Business”), provided, however, that this provision shall not prohibit the Consultant Executive from owning bonds, non-voting preferred stock or up to five percent (5%) of the outstanding common stock of any Competing Business if such common stock is publicly traded, (ii) solicit or induce, or cause others to solicit or induce, any employee of NewAlliance the Employer or any of its subsidiaries or affiliates to leave the employment of such entities, or (iii) solicit (whether by mail, telephone, electronically, personal meeting or any other means, excluding general solicitations of the public that are not based in whole or in part on any list of customers of NewAlliance the Employer or any of its subsidiariessubsidiaries or affiliates) any customer of NewAlliance the Employer or any of its subsidiaries or affiliates to transact business with any other person or entity, whether or not a Competing Business, or to reduce or refrain from doing any business with NewAlliance the Bank or its subsidiariessubsidiaries or affiliates, or interfere with or damage (or attempt to interfere with or damage) any relationship between NewAlliance or the Employer and its subsidiaries or affiliates and any such customers. In the event the Consultant desires to join a Competing Business and requests the written consent of NewAlliance Bank to permit him to do so during the Non-Competition Period, the Consultant shall provide the President and Chief Executive Officer of NewAlliance Bank with the identity of the Competing Business, the nature of his proposed position, duties and responsibilities with such entity, and such other information as may be reasonably requested by NewAlliance Bank within fifteen (15) days of receiving such request. NewAlliance Bank agrees to consider and review any such request (provided that no more than one request may be submitted within any 45 day period), and to notify the Consultant of its determination within thirty (30) days of receiving the information requested pursuant to the preceding sentence.

Non-Competition Provisions. The Consultant Executive agrees that during the 1812-month period immediately following the Effective Date of the Merger (the “Non-Competition Period”), the Consultant Executive will not (i) without the prior written consent of NewAlliance Bank, engage in, become interested in, directly or indirectly, as a sole proprietor, as a partner in a partnership, or as a shareholder in a corporation, or become associated with, in the capacity of employee, director, officer, principal, agent, trustee or in any other capacity whatsoever, any enterprise or entity located in any either Hampden County in the Commonwealth of Fairfield, Hartford, Litchfield, Middlesex, New Haven, New London, Tolland Massachusetts or Xxxxxxx Counties Winxxxx Xxunty in the State of Connecticut or Kent, Providence or Washington Counties in the State of Rhode Island (collectively, the “Counties” and individually a “County”) or in the New York, New York Primary Metropolitan Statistical Area (“PMSA”), which proprietorship, partnership, corporation, enterprise or other entity is, or may be deemed to be by NewAlliance Bank, competitive with is engaged in any line of business carried on conducted by NewAlliance, NewAlliance Bank or any of their subsidiariessubsidiaries immediately following the Effective Time of the Merger, including but not limited to entities which lend money and take deposits (in each case, a “Competing Business”), provided, however, that this provision shall not prohibit the Consultant Executive from owning bonds, non-voting preferred stock or up to five percent (5%) of the outstanding common stock of any Competing Business if such common stock is publicly traded, (ii) solicit or induce, or cause others to solicit or induce, any employee of NewAlliance or any of its subsidiaries to leave the employment of such entities, or (iii) solicit (whether by mail, telephone, personal meeting or any other means, excluding general solicitations of the public that are not based in whole or in part on any list of customers of NewAlliance or any of its subsidiaries) any customer of NewAlliance or any of its subsidiaries to transact business with any other entity, whether or not a Competing Business, or to reduce or refrain from doing any business with NewAlliance or its subsidiaries, or interfere with or damage (or attempt to interfere with or damage) any relationship between NewAlliance or its subsidiaries and any such customers. In the event the Consultant desires to join a Competing Business and requests the written consent of NewAlliance Bank to permit him to do so during the Non-Competition Period, the Consultant shall provide the President and Chief Executive Officer of NewAlliance Bank with the identity of the Competing Business, the nature of his proposed position, duties and responsibilities with such entity, and such other information as may be reasonably requested by NewAlliance Bank within fifteen (15) days of receiving such request. NewAlliance Bank agrees to consider and review any such request (provided that no more than one request may be submitted within any 45 day period), and to notify the Consultant of its determination within thirty (30) days of receiving the information requested pursuant to the preceding sentence.