Common use of Non-Competition Provisions Clause in Contracts

Non-Competition Provisions. The Consultant agrees that during the Consulting Period, the Consultant will not (i) without the prior written consent of National Penn (which consent may be given at National Penn’s discretion, but not unreasonably withheld), directly or indirectly, engage in, become interested in, 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 within a fifty (50) mile radius from Boyertown, PA, which proprietorship, partnership, corporation, enterprise or other entity is, or may be deemed to be by National Penn, competitive with any business carried on by National Penn or its affiliates 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, voting and 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 National Penn or any of its affiliates 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 National Penn or any of its affiliates) any customer of National Penn or any of its affiliates to transact business with any other entity, whether or not a Competing Business, or to reduce or refrain from doing any business with National Penn or its subsidiaries, or interfere with or damage (or attempt to interfere with or damage) any relationship between National Penn or its affiliates and any such customers. This Section 3 shall survive the termination or expiration of the Consulting Period in accordance with its terms.

Non-Competition Provisions. The Consultant agrees that during the Consulting Period, the Consultant will not (i) without the prior written consent of National Penn (which consent may be given at National Penn’s discretion, but not unreasonably withheld), directly or indirectly, engage in, become interested in, 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 within a fifty (50) mile radius from Boyertown, PA, which proprietorship, partnership, corporation, enterprise or other entity is, or may be deemed to be by National Penn, competitive with any business carried on by National Penn or its affiliates 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, voting and 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 National Penn or any of its affiliates to leave the employment of such entities, or (iii) without the prior written consent of National Penn (which consent may be given at National Penn’s discretion, but not unreasonably withheld) 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 National Penn or any of its affiliates) any customer of National Penn or any of its affiliates to transact business with any other entity, whether or not a Competing Business, or to reduce or refrain from doing any business with National Penn or its subsidiaries, or interfere with or damage (or attempt to interfere with or damage) any relationship between National Penn or its affiliates and any such customers. This Section 3 shall survive the termination or expiration of the Consulting Period in accordance with its terms.

Non-Competition Provisions. The Consultant agrees that during the Consulting Periodone (1) year period following the Effective Time of the Merger, the Consultant will not (i) without the prior written consent of National Penn (which consent may be given at National Penn’s discretion, but not unreasonably withheld)not, directly or indirectly, engage in, (i) become interested in, or become associated with, in the capacity of employee, consultant, a director, officer, owneremployee, shareholder, principal, agent, trustee consultant or independent contractor of any insured depository institution, trust company or parent holding company of any such institution or company which has an office in any of Bergen, Essex, Hudson, Morris, Passaic or Union Counties in New Jersey (the aforementioned counties are collectively referred to herein as the “Counties” and individually a “County”), or any other capacity whatsoeverentity whose business in the aforesaid Counties materially competes with the depository, any proprietorship, partnership, corporation, enterprise or entity located within a fifty (50) mile radius from Boyertown, PA, which proprietorship, partnership, corporation, enterprise lending or other entity is, or may be deemed to be by National Penn, competitive with any business carried on by National Penn activities of TD Banknorth or its subsidiaries or affiliates 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, voting and non-voting preferred stock or up to five percent (5%) of the outstanding common stock of any Competing Business such entity if such common stock is publicly traded, (ii) solicit or induce, or cause others to solicit or induce, any employee of National Penn TD Banknorth or any of its affiliates 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 National Penn TD Banknorth or its subsidiaries) any customer of TD Banknorth or any of its affiliates) any customer of National Penn or any of its affiliates subsidiaries to transact business with any other entity, whether or not a Competing Business, or to reduce or refrain from doing any business with National Penn TD Banknorth or its subsidiaries, or interfere with or damage (or attempt to interfere with or damage) any relationship between National Penn TD Banknorth or its affiliates subsidiaries and any such customers. This Section 3 shall survive the termination or expiration of the Consulting Period in accordance with its terms.

Non-Competition Provisions. The Consultant agrees that during the Consulting twenty-four (24)-month period immediately following the Effective Time of the Merger (the "Non-Competition Period"), the Consultant will not (i) without the prior written consent of National Penn (which consent may be given at National Penn’s discretion, but not unreasonably withheld), directly or indirectlythe Buyer, 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 proprietorshipcommercial or national bank, partnershipany savings bank or savings and loan association, corporationany credit union, enterprise or entity located within a fifty (50) mile radius from Boyertownany holding company, PA, which proprietorship, partnership, corporation, enterprise direct or indirect subsidiary or other entity is, affiliate of any of the foregoing which has an office located in the State of Rhode Island or may be deemed to be by National Penn, competitive with any business carried on by National Penn or its affiliates including but not limited to entities which lend money and take deposits the Commonwealth of Massachusetts (in each case, a “"Competing Business”"), ; provided, however, that this provision shall not prohibit the Consultant from engaging in private equity or venture capital services or wealth management services as long as neither the Buyer nor any of its subsidiaries is providing wealth management services to its customers as part of its business in which case the Consultant will disengage from such wealth management services within three (3) months after being provided notice from the Buyer that it wishes her to discontinue providing such services, or from owning bonds, voting and non-voting preferred stock or up to five one percent (51%) of the outstanding common stock of any Competing Business if such common stock is publicly traded, (ii) solicit solicit, induce, or inducehire away, or cause others to solicit solicit, induce or inducehire away, any employee of National Penn the Buyer or any of its affiliates to leave subsidiaries from 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 National Penn the Buyer or any of its affiliatessubsidiaries) any customer of National Penn the Buyer or any of its affiliates subsidiaries to transact business with any other entity, whether or not a Competing Business, or to reduce or refrain from doing any business with National Penn the Buyer or its subsidiaries, or interfere with or damage (or attempt to interfere with or damage) any relationship between National Penn the Buyer or its affiliates subsidiaries and any such customers. This Section 3 shall survive the termination or expiration of the Consulting Period in accordance with its terms.

Non-Competition Provisions. The Consultant agrees that during the Consulting Period, the Consultant will not (i) without the prior written consent of National Penn (which consent may be given at National Penn’s discretion, but not unreasonably withheld), directly or indirectly, engage in, become interested in, 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 within a fifty thirty (5030) mile radius from Boyertown1000 Xxxxxxxxxxxx Xxxxx, PAXxxxxxxxx, XX 00000, which proprietorship, partnership, corporation, enterprise or other entity is, or may be deemed to be by National Penn, competitive with any business carried on by National Penn or its affiliates 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, voting and 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 National Penn or any of its affiliates 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 National Penn or any of its affiliates) any customer of National Penn or any of its affiliates to transact business with any other entity, whether or not a Competing Business, or to reduce or refrain from doing any business with National Penn or its subsidiaries, or interfere with or damage (or attempt to interfere with or damage) any relationship between National Penn or its affiliates and any such customers. This Section 3 shall survive the termination or expiration of the Consulting Period in accordance with its terms.

Non-Competition Provisions. The Consultant agrees that during the Consulting Period, the Consultant will not (i) without the prior written consent of National Penn (which consent may be given at National Penn’s discretion, but not unreasonably withheld), directly or indirectly, engage in, become interested in, 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 within a fifty (50) mile radius from Boyertown, PA, which proprietorship, partnership, corporation, enterprise or other entity is, or may be deemed to be by National Penn, competitive with any business carried on by National Penn or its affiliates 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, voting and 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 National Penn or any of its affiliates to leave the employment of such entities, or (iii) solicit without the prior written consent of National Penn (which consent may be given at National Penn’s discretion, but not unreasonably withheld)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 National Penn or any of its affiliates) any customer of National Penn or any of its affiliates to transact business with any other entity, whether or not a Competing Business, or to reduce or refrain from doing any business with National Penn or its subsidiaries, or interfere with or damage (or attempt to interfere with or damage) any relationship between National Penn or its affiliates and any such customers. This Section 3 shall survive the termination or expiration of the Consulting Period in accordance with its terms.

Non-Competition Provisions. The Consultant agrees that during the Consulting PeriodTerm and for a period of twelve (12) months thereafter, the Consultant will not (i) without the prior written consent of National Penn (which consent may be given at National Penn’s discretion, but not unreasonably withheld), directly or indirectly, engage in, become interested in, 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 within a fifty (50) mile radius from Boyertown, PA, which proprietorship, partnership, corporation, enterprise or other entity is, or may be deemed to be by National Penn, is competitive with any business carried on by National Penn or its affiliates 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, voting and 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 National Penn or any of its affiliates 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 National Penn or any of its affiliates) any customer of National Penn or any of its affiliates to transact business with any other entity, whether or not a Competing Business, or to reduce or refrain from doing any business with National Penn or its subsidiaries, or interfere with or damage (or attempt to interfere with or damage) any relationship between National Penn or its affiliates and any such customers. This Section 3 shall survive the termination or expiration of the Consulting Period Term in accordance with its terms.