Common use of Non-Competition Clause in Contracts

Non-Competition. Executive hereby acknowledges and agrees that, during the course of employment, in addition to Executive’s access to Confidential Information, Executive has become, and will become, familiar with and involved in all aspects of the business and operations of the Bank Entities. Executive hereby covenants and agrees that during the Term until the earlier to occur of the date one (1) year after the Termination Date, or the Expiration Date (the “Restricted Period”), Executive will not at any time (except for the Bank Entities), directly or indirectly, in any capacity (whether as a proprietor, owner, agent, officer, director, shareholder, organizer, partner, principal, manager, member, employee, contractor, consultant or otherwise): (a) provide any advice, assistance or services of the kind or nature which he provided to any of the Bank Entities or relating to business activities of the type engaged in by any of the Bank Entities within the preceding two years, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either case, a “Competitor”) if (i) such Competitor operates, or is planning to operate, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities and (ii) such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities during the Restricted Period; or (b) sell or solicit sales of Competitive Products to Persons within such 50 mile radius, or assist any Competitor in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 does not restrict Executive’s right to (i) own securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) of the outstanding securities of such company and that such ownership does not does not violate: (A) the Code of Conduct or any other policy of the Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete Agreement as of August 1, 2014 (the “Non-Compete”). Notwithstanding the above, the provisions of this Section 8.5 shall not apply in the event the Executive (a) continued employment with the Company and the Bank upon a Change in Control and then (b) voluntarily resigns from the Company and the Bank effective in the thirteenth or fourteenth month following such Change in Control and (c) no Change in Control Payment had been paid to Executive in connection with the Change in Control.

Non-Competition. Executive hereby acknowledges and agrees thatSubject to the last sentence of this Section 6(a), during the course of employment, in addition to Executive’s access to Confidential Information, Executive has become, and will become, familiar with and involved in all aspects of the business and operations of the Bank Entities. Executive hereby covenants and Employee agrees that during the Term until the earlier to occur of a period commencing on the date one (1) year hereof and ending 12 months after the Employment Termination Date, or the Expiration Date (the “Restricted "Non-Competition Period”"), Executive he will not at not, except on behalf of the Company or ADP or any time (except for the Bank Entities)of their respective affiliates, directly or indirectly, in any capacity (whether as a proprietor, owner, agent, an officer, director, shareholderstockholder, organizerinvestor, partner, principalproprietor, manager, memberbusiness associate, employee, contractor, consultant representative or otherwise): , do any of the following acts: (ai) provide any advice, assistance services which are competitive with the businesses or services of the kind Brokerage Services Group of ADP (as such businesses are conducted on the date hereof or nature at any time during the Non-Competition Period) (the "Businesses"), or promote, market, become or acquire an interest in, or associate in a business relationship with, any other person, corporation, firm, partnership or other entity whatsoever who is or may be engaged in any line of business competitive with the Businesses (a "Competitor") or (ii) solicit or refer, directly or indirectly, any clients or prospective clients of any services and/or products which he are similar to those offered by the Company or ADP (at any time during the Non-Competition Period) to another provider of such services, or (iii) promote, market or participate in the sale, lease or licensing of any equipment or software by which services and/or products similar to those provided by the Company or ADP (at any time during the Non-Competition Period) can be performed, to, for or with any person, corporation, firm, partnership or other entity whatsoever. Notwithstanding anything to any the contrary contained herein, if the Company terminates the Employee's employment hereunder pursuant to Section 5(a)(v) hereof, the "Non-Competition Period" shall be defined as the period commencing on the date hereof and ending on the fourth anniversary of the Bank Entities or relating Effective Date. Notwithstanding anything to business activities of the type engaged in by any of the Bank Entities within the preceding two yearscontrary contained herein, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either case, a “Competitor”) if (i) the foregoing provisions of this Section 6(a) shall not be deemed violated by the purchase and/or ownership by Employee of shares of any class of equity securities (or options, warrants or rights to acquire such Competitor operatessecurities, or is planning to operate, any office, branch or other facility securities convertible into such securities) representing (in together with any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of securities which would be acquired upon the Bank’s headquarters or any Branch of the Bank Entities and (ii) such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities during the Restricted Period; or (b) sell or solicit sales of Competitive Products to Persons within such 50 mile radius, or assist any Competitor in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 does not restrict Executive’s right to (i) own securities exercise of any Entity that files periodic reports with such options, warrants or rights or upon the Securities and Exchange Commission under Section 13 or 15(dconversion of any other security convertible into such securities) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) or less of the outstanding shares of any such class of equity securities of such company any issuer whose securities are traded on a national securities exchange or listed by NASDAQ, the National Quotation Bureau Incorporated or any similar organization; provided, however, that Employee not be otherwise connected with or active in the business of the issuers described in this Section 6(a), and that such ownership does not does not violate: (ii) Employee shall be permitted, after the Employment Termination Date, to (A) the Code of Conduct or any other policy of the Bank, including any policy related provide consulting services to inside information; entities which are not Competitors and (B) be employed on a full-time basis (i.e., not on an independent contracting basis) by any applicable securities law; or (C) any applicable standstill person, firm, corporation, partnership or other similar contractual obligation of entity to provide for such entity in-house products or services that may be deemed to be competitive with those offered by the Bank. The parties have also entered into Company only if such products or services are used exclusively by such entity and are not directly or indirectly marketed or sold by such entity for the use by any unrelated third party; provided that certain Non-Compete Agreement as of August 1, 2014 (the “Non-Compete”). Notwithstanding the above, in either case Employee complies with the provisions of this Section 8.5 shall not apply in the event the Executive (a) continued employment with the Company and the Bank upon a Change in Control and then sub-sections (b) voluntarily resigns from the Company and the Bank effective in the thirteenth or fourteenth month following such Change in Control and ), (c) no Change in Control Payment had been paid to Executive and (d) of this Section 6 in connection with the Change in Controltherewith.

Non-Competition. Executive hereby acknowledges and agrees that, during the course of employment, in addition to Executive’s access to Confidential Information, Executive has become, and will become, familiar with and involved in all aspects (a) In consideration of the business and operations Company’s grant of this Option, the Bank Entities. Executive hereby covenants and Optionee agrees that during for as long as the Term Optionee is employed by the Company and until the earlier to occur first anniversary of the date one of termination of the Optionee’s employment with the Company or any Affiliate, as the case may be, such Optionee will not directly or indirectly, (1i) year after engage in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the Termination Datebusiness of the Company or its Subsidiaries at the time of termination of such Optionee’s employment, or the Expiration Date (the a “Restricted PeriodCompetitive Business”), Executive will not at (ii) enter the employ of, or render any time services to, any Person engaged in a Competitive Business, (except for the Bank Entities)iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive Business, directly or indirectly, in any capacity (whether as a proprietoran individual, ownerpartner, agentshareholder, officer, director, shareholder, organizer, partner, principal, manageragent, membertrustee or consultant, employee(iv) interfere with business relationships (whether formed before or after the date of this Award Agreement) between the Company or any of its Affiliates and customers, contractorsuppliers, consultant Partners, members or otherwise): (a) provide any advice, assistance or services investors of the kind Company or nature which he provided to its Affiliates or (v) disparage the Company, its Directors, Officers or controlling stockholders. Notwithstanding the foregoing, the Optionee may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business of the Bank Entities Company or relating to business activities of its Affiliates which are publicly traded on a national or regional stock exchange or on the type engaged in by any of over-the-counter market if the Bank Entities within the preceding two years, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either case, a “Competitor”) if Optionee (i) such Competitor operatesis not a controlling Person of, or is planning to operatea member of a group which controls, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities such Person and (ii) does not, direct or indirectly, own 5% or more of any class of securities of such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities during the Restricted Period; orPerson. (b) sell or solicit sales of Competitive Products to Persons within such 50 mile radius, or assist any Competitor It is expressly understood and agreed that although Optionee and Company consider the restrictions contained in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 does not restrict Executive’s right 7 and the following Section 8 to (i) own securities be reasonable, if a final judicial determination is made by a court of any Entity competent jurisdiction that files periodic reports with the Securities and Exchange Commission under Section 13 time or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) of the outstanding securities of such company and that such ownership does not does not violate: (A) the Code of Conduct territory or any other policy of the Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete restriction contained in this Award Agreement as of August 1, 2014 (the “Non-Compete”). Notwithstanding the aboveis an unenforceable restriction against Optionee, the provisions of this Section 8.5 Award Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the event enforceability of any of the Executive (a) continued employment with the Company and the Bank upon a Change in Control and then (b) voluntarily resigns from the Company and the Bank effective in the thirteenth or fourteenth month following such Change in Control and (c) no Change in Control Payment had been paid to Executive in connection with the Change in Controlother restrictions contained herein.

Non-Competition. Executive hereby acknowledges and agrees that, during the course of employment, in addition to Executive’s access to Confidential Information, Executive has become, and will become, familiar with and involved in all aspects of the business and operations of the Bank Entities. Executive hereby covenants and agrees that during the Term until the earlier later to occur of the date one (1) year after the Termination Date, or the Expiration Date (the “Restricted Period”), Executive will not at any time (except for the Bank Entities), directly or indirectly, in any capacity (whether as a proprietor, owner, agent, officer, director, shareholder, organizer, partner, principal, manager, member, employee, contractor, consultant or otherwise): (a) provide any advice, assistance or services of the kind or nature which he provided to any of the Bank Entities or relating to business activities of the type engaged in by any of the Bank Entities within the preceding two years, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either case, a “Competitor”) if (i) such Competitor operates, or is planning to operate, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities and (ii) such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities during the Restricted Period; or (b) sell or solicit sales of Competitive Products to Persons within such 50 mile radius, or assist any Competitor in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 does not restrict Executive’s right to (i) own securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) of the outstanding securities of such company and that such ownership does not does not violate: (A) the Code of Conduct or any other policy of the Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete Agreement as of August 1, 2014 even date herewith (the “Non-Compete”). Notwithstanding the above, the provisions of this Section 8.5 shall not apply in the event the Executive (a) continued employment with the Company and the Bank upon a Change in Control and then (b) voluntarily resigns from the Company and the Bank effective in the thirteenth or fourteenth month following such Change in Control and (c) no Change in Control Payment had been paid to Executive in connection with the Change in Control.

Non-Competition. Executive hereby acknowledges During Employee’s employment with the Company and agrees thatfor twelve (12) months thereafter, during the course Employee shall not, directly or indirectly, on behalf of employmentEmployee or on behalf of or with any other person, enterprise or entity, in addition to Executive’s access to Confidential Informationany individual or representative capacity, Executive has becomeengage or participate in any business, and will becomeincluding its affiliated Internet entities, familiar that is in competition with and involved in all aspects the Company or any subsidiary or affiliate of the Company in the United States of America in the field of television retailing, including, without limitation, QVC, Shop NBC (formerly called ValueVision) or Shop at Home, as well as any company which subsequently enters the field of television retailing as its primary business and operations of (collectively, the Bank Entities“Competing Companies”). Executive hereby covenants and agrees that Employee’s obligations under this Section shall continue during the Term until and for the earlier period after the Term set forth above and shall not, for any reason, cease upon termination of Employee’s employment with the Company. Notwithstanding anything else contained in this Section, Employee may own, for investment purposes only, up to occur five percent (5%) of the date stock of any Competing Company if it is a publicly-held corporation whose stock is either listed on a national stock exchange or on the NASDAQ National Market System and if Employee is not otherwise affiliated with or participating in such corporation. As used herein, “participate” means lending one’s name to, acting as consultant or advisor to, being employed by or acquiring any direct or indirect interest in any business or enterprise, whether as a stockholder, partner, officer, director, employee, consultant or otherwise. In the event that (1) the Company or any of its subsidiaries or affiliates places, or has placed for it, all or substantially all of its assets up for sale within one (1) year after the Termination Date, termination of Employee’s employment hereunder or the Expiration Date (the “Restricted Period”), Executive will not at any time (except for the Bank Entities), directly or indirectly, in any capacity (whether as a proprietor, owner, agent, officer, director, shareholder, organizer, partner, principal, manager, member, employee, contractor, consultant or otherwise): (a) provide any advice, assistance or services of the kind or nature which he provided to any of the Bank Entities or relating to business activities of the type engaged in by any of the Bank Entities within the preceding two years, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either case, a “Competitor”) if (i) such Competitor operates, or is planning to operate, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities and (ii) such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities during the Restricted Period; or (b) sell or solicit sales of Competitive Products to Persons within such 50 mile radius, or assist any Competitor in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 does not restrict Executive’s right to (i) own securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) of the outstanding securities of such company and that such ownership does not does not violate: (A) the Code of Conduct or any other policy of the Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete Agreement as of August 1, 2014 (the “Non-Compete”). Notwithstanding the above, the provisions of this Section 8.5 shall not apply in the event the Executive (a) continued Employee’s employment with the Company and the Bank upon a Change in Control and then (b) voluntarily resigns from the Company and the Bank effective in the thirteenth or fourteenth month following such Change in Control and (c) no Change in Control Payment had been paid to Executive is terminated in connection with the Change disposition of all or substantially all of such assets (whether by sale of assets, equity or otherwise), Employee agrees to be bound by, and to execute such additional instruments as may be necessary or desirable to evidence Employee’s agreement to be bound by, the terms and conditions of any non-competition provisions relating to the purchase and sale agreement for such assets, without any consideration beyond that expressed in Controlthis Agreement, provided that the purchase and sale agreement is negotiated in good faith with customary terms and provisions and the transaction contemplated thereby is consummated. Notwithstanding the foregoing, in no event shall Employee be bound by, or obligated to enter into, any non-competition provisions referred to in this Section 2(b) which extend beyond twelve (12) months, in each case from the date of termination of Employee’s employment hereunder or whose scope extends the scope of the non-competition provisions set forth in this Section 2(b). The twelve (12) month time period referred to above shall be tolled on a day-for-day basis for each day during which Employee participates in any activity in violation of this Section 2(b) so that Employee is restricted from engaging in the conduct referred to in this Section 2(b) for a full twelve (12) months.

Non-Competition. By and in consideration of the Company's entering into this Agreement and providing the compensation and benefits to be provided by the Company to the Executive, and further in consideration of the Executive's continued exposure to the confidential and proprietary information of the Company (including, without limitation, the Trade Secrets), the Executive hereby acknowledges and agrees thatthat the Executive will not, during the course Term, engage in any "Competitive Activity" (as defined below). For purposes of employmentthis Agreement, the term "COMPETITIVE ACTIVITY" shall mean engaging in addition to Executive’s access to Confidential Information, Executive has become, and will become, familiar with and involved in all aspects any of the business and operations following activities: (A) serving as a director of any "Competitor" (as defined below); (B) directly or indirectly through one or more intermediaries, either (x) controlling any Competitor or (y) owning any equity or debt interests in any Competitor (other than equity or debt interests which are publicly traded and, at the time of any acquisition, do not exceed 5% of the Bank Entities. particular class of interests outstanding) (it being understood that, if interests in any Competitor are owned by an investment vehicle or other entity in which the Executive hereby covenants and agrees that during the Term until the earlier to occur owns an equity interest, a portion of the date one interests in such Competitor owned by such entity shall be attributed to the Executive, such portion determined by applying the percentage of the equity interest in such entity owned by the Executive to the interests in such Competitor owned by such entity); (1C) year after the Termination Dateemployment by (including, without limitation, serving as an officer or partner of), providing consulting services to (including, without limitation, as an independent contractor), or managing or operating the Expiration Date business or affairs of, any Competitor; or (D) participating in the “Restricted Period”)ownership, Executive will not at management, operation or control of or being connected in any time manner with any Competitor. For purposes of this Agreement, the term "COMPETITOR" shall mean any person (except for other than the Bank Entities)Company or any affiliate thereof) that competes, either directly or indirectly, at the time of determination, in any capacity "Restricted Area" (whether as a proprietor, owner, agent, officer, director, shareholder, organizer, partner, principal, manager, member, employee, contractor, consultant or otherwise): (adefined below) provide any advice, assistance or services of the kind or nature which he provided to with any of the Bank Entities business conducted by the Company or relating to business activities any affiliate thereof. For purposes of this Agreement, the term "RESTRICTED AREA" shall mean any state or territory of the type engaged United States in by any of which the Bank Entities within the preceding two years, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either case, a “Competitor”) if (i) such Competitor operates, or is planning to operate, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters Company or any Branch of the Bank Entities and (ii) such Branch competes affiliate thereof conducts business or will compete with the products any state or services offered or planned to be offered by the Bank Entities during the Restricted Period; or (b) sell or solicit sales of Competitive Products to Persons within such 50 mile radius, or assist any Competitor in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 does not restrict Executive’s right to (i) own securities similar subdivision of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) of the outstanding securities of such company and that such ownership does not does not violate: (A) the Code of Conduct or any other policy of the Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete Agreement as of August 1, 2014 (the “Non-Compete”). Notwithstanding the above, the provisions of this Section 8.5 shall not apply in the event the Executive (a) continued employment with the Company and the Bank upon a Change in Control and then (b) voluntarily resigns from the Company and the Bank effective in the thirteenth or fourteenth month following such Change in Control and (c) no Change in Control Payment had been paid to Executive in connection with the Change in Controlforeign country.

Non-Competition. The Executive hereby acknowledges and agrees thatthat the Executive will not, during the course of employment“Restrictive Period”, in addition to as defined below, engage in, or otherwise directly or indirectly be employed by, or act as a consultant or lender to, or be a director, officer, employee, owner, co-venturer, member or partner of, or use or expressly permit the Executive’s access name to Confidential Informationbe used by (collectively an “Engagement With”), any business, entity or organization which has a primary line of business (i.e. representing more than 4.9% of its revenue) involving the sale at retail, whether from store locations, and/or by or from direct mail, catalogues and/or websites, of party goods and/or supplies anywhere in the United States (a “Competing Entity”); provided, however, that in each case the provisions of this Section 8(a) will not be deemed breached merely because the Executive owns not more than five percent (5.0%) of the outstanding common stock of a Competing Entity, if, at the time of its acquisition by the Executive, such stock is listed on a national securities exchange, is reported on NASDAQ, or is regularly traded in the over-the-counter market by a member of a national securities exchange; and provided, further, however, that, subject to the provisions of Section 8(b), nothing herein shall prevent the Executive from working for a business segment or department of a Competing Entity, or a subsidiary, division or other entity that controls or is controlled by a Competing Entity if (and only if), the business segment or department of the Competing Entity for which the Executive provides services, or the subsidiary, division or other entity by which the Executive has becomean Engagement With (as the case may be), (1) does not itself compete with the Company, and will become(2) the Executive does not provide any services, familiar with and involved in all aspects advice, assistance and/or guidance to any business segment or department, subsidiary, division, or other entity of the business Competing Entity which competes with the Company. As used in this Section the “Restrictive Period” shall be (i) the period the Executive is employed by the Company and operations (ii) the period of the Bank Entities. Executive hereby covenants and agrees that during the Term until the earlier to occur of the date one (1) year after the Termination DateExecutive ceases to be employed by the Company for any reason, or the Expiration Date (the “Restricted Period”), Executive will not at any time (except for the Bank Entities), directly or indirectlyor, in any capacity (whether as a proprietor, owner, agent, officer, director, shareholder, organizer, partner, principal, manager, member, employee, contractor, consultant or otherwise): (a) provide any advice, assistance or services the case of the kind or nature Executive’s Engagement With any Competing Entity that operates retail stores which he provided to are located in any states where the Company has retail stores on the date of the Bank Entities or relating to business activities Executive’s cessation of employment, the type engaged in by any period of eighteen (18) months period after the Bank Entities within the preceding two years, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either case, a “Competitor”) if (i) such Competitor operates, or is planning to operate, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities and (ii) such Branch competes or will compete with the products or services offered or planned Executive ceases to be offered employed by the Bank Entities during the Restricted Period; or (b) sell or solicit sales of Competitive Products to Persons within such 50 mile radius, or assist Company for any Competitor in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 does not restrict Executive’s right to (i) own securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) of the outstanding securities of such company and that such ownership does not does not violate: (A) the Code of Conduct or any other policy of the Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete Agreement as of August 1, 2014 (the “Non-Compete”). Notwithstanding the above, the provisions of this Section 8.5 shall not apply in the event the Executive (a) continued employment with the Company and the Bank upon a Change in Control and then (b) voluntarily resigns from the Company and the Bank effective in the thirteenth or fourteenth month following such Change in Control and (c) no Change in Control Payment had been paid to Executive in connection with the Change in Controlreason.

Non-Competition. Executive hereby acknowledges (a) While employed hereunder and agrees thatfor the (i) a period of one (1) year thereafter or (ii) the period of two (2) years after the Termination Date, during if this Agreement is terminated and the course of employmentEmployee is entitled to receive compensation and benefits under either Section 4.5 or Section 4.7 (the "Restricted Period"), in addition to Executive’s access to Confidential InformationEmployee shall not, Executive has become, and will become, familiar with and involved in all aspects unless he receives the prior written consent of the business Board of Directors, own an interest in, manage, operate, join, control, lend money or render financial or other assistance to or participate in or be connected with, as an officer, employee, partner, stockholder, consultant or otherwise, (A) any Person (x) which competes with the Company in investing or consulting with small and operations medium sized businesses in the United States with regard to change of control transactions in which the transaction utilizes employee stock ownership plans, or (y) which provides or proposes to provide services to any Person which is a client of the Bank Entities. Executive hereby covenants and agrees that during the Term until the earlier to occur Company as of the date Termination Date or to which the Company has outstanding loans or in which the Company then has investments (including warrants or options), or (B) any potential client of the Company with which the Company has discussed a client, loan or investment relationship within 12 months prior to, as applicable, the end of Employee's employment or the Termination Date. Notwithstanding the foregoing, (i) in the event Employee is entitled to receive compensation and benefits under Section 4.5, Employee may terminate this Section 5.2(a) by renouncing and releasing the obligation of the Company to pay any future compensation or benefits under Section 4.5, but such termination shall not apply to any other provision of this Agreement including, without limitation, Section 5.1 and (ii) in the event that the Employee terminates his employment pursuant to Section 4.1 without Good Reason, this Section 5.1 shall apply for only one (1) year after the Termination Date, or the Expiration Date (the “Restricted Period”), Executive will not at any time (except for the Bank Entities), directly or indirectly, in any capacity (whether as a proprietor, owner, agent, officer, director, shareholder, organizer, partner, principal, manager, member, employee, contractor, consultant or otherwise): (a) provide any advice, assistance or services of the kind or nature which he provided to any of the Bank Entities or relating to business activities of the type engaged in by any of the Bank Entities within the preceding two years, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either case, a “Competitor”) if (i) such Competitor operates, or is planning to operate, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities and (ii) such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities during the Restricted Period; or. (b) sell or solicit sales of Competitive Products to Persons within such 50 mile radius, or assist any Competitor in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 does not restrict Executive’s right to (i) own securities of any Entity that files periodic reports with the Securities Employee has carefully read and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) of the outstanding securities of such company and that such ownership does not does not violate: (A) the Code of Conduct or any other policy of the Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete Agreement as of August 1, 2014 (the “Non-Compete”). Notwithstanding the above, considered the provisions of this Section 8.5 5.2 and, having done so, agrees that the restrictions set forth in this Section 5.2 (including the Restricted Period, scope of activity to be restrained and the geographical scope) are fair and reasonable and are reasonably required for the protection of the interests of the Company, its officers, directors, employees, creditors and shareholders. Employee understands that the restrictions contained in this Section 5.2 may limit his ability to engage in a business similar to the Company's business, but acknowledges that he will receive sufficiently high remuneration and other benefits from the Company hereunder to justify such restrictions. (c) During the Restricted Period, Employee shall not apply in not, whether for his own account or for the event account of any other Person (excluding the Executive Company), intentionally (ai) continued solicit, endeavor to entice or induce any employee of the Company to terminate his employment with the Company and the Bank upon or accept employment with anyone else or (ii) interfere in a Change in Control and then (b) voluntarily resigns from the Company and the Bank effective in the thirteenth or fourteenth month following such Change in Control and (c) no Change in Control Payment had been paid to Executive in connection similar manner with the Change in Controlbusiness of the Company. (d) In the event that any provision of this Section 5.2 relating to the Restricted Period or the areas of restriction shall be declared by a court of competent jurisdiction to exceed the maximum time period or areas such court deems reasonable and enforceable, the Restricted Period or areas of restriction deemed reasonable and enforceable by the court shall become and thereafter be the maximum time period and/or areas.

Non-Competition. Executive hereby (a) The Company shall provide Employee access to the Confidential Information for use only during the Employment Period, and Employee acknowledges and agrees that, during that the course of employmentCompany Group will be entrusting Employee, in addition to ExecutiveEmployee’s unique and special capacity, with developing the goodwill of the Company Group, and in consideration thereof and in consideration of the access to Confidential Information, Executive has becomevoluntarily agreed to the covenants set forth in this Section. Employee further agrees and acknowledges that the limitations and restrictions set forth herein, including but not limited to geographical and will becometemporal restrictions on certain competitive activities, familiar with are reasonable and involved in all aspects not oppressive and are material and substantial parts of this Agreement intended and necessary to prevent unfair competition and to protect the Company Group’s Confidential Information and substantial and legitimate business interests and operations goodwill. (b) During the Employment Period and for a period of the Bank Entities. Executive hereby covenants and agrees that during the Term until the earlier to occur of the date one two (12) year after the Termination Date, or the Expiration Date years (the “Restricted Period”) following the termination of the Employment Period for any reason, Employee shall not, for whatever reason and with or without cause, either individually or in partnership or jointly or in conjunction with any other Person or Persons as principal, agent, employee, shareholder (other than holding equity interests listed on a United States stock exchange or automated quotation system that do not exceed five percent (5%) of the outstanding shares so listed), Executive will not at owner, investor, partner or in any time (except for the Bank Entities)other manner whatsoever, directly or indirectly, engage in any capacity (whether as a proprietor, owner, agent, officer, director, shareholder, organizer, partner, principal, manager, member, employee, contractor, consultant or otherwise):compete with the Business anywhere in the world. (ac) provide During the Restricted Period, Employee shall not (A) knowingly induce or attempt to induce any advice, assistance or services other Person known to Employee to be a customer of the kind Company or nature which he provided to any of the Bank Entities or relating to business activities of the type engaged in by any of the Bank Entities within the preceding two years, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business its affiliates (in either caseeach, a “CompetitorCustomer”) if to cease doing any business with the Company or its affiliates anywhere in the world or (B) solicit business involving the Business from, or provide services related to the Business to, any Customer. (d) During the Restricted Period, Employee shall not solicit the employment of any individual who is an employee of the Company or its affiliates, except that Employee shall not be precluded from soliciting the employment of, or hiring, any such individual (i) such Competitor operates, or is planning to operate, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities and (ii) such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities during the Restricted Period; or (b) sell or solicit sales of Competitive Products to Persons within such 50 mile radius, or assist any Competitor in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 does not restrict Executive’s right to (i) own securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) of the outstanding securities of such company and that such ownership does not does not violate: (A) the Code of Conduct or any other policy of the Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete Agreement as of August 1, 2014 (the “Non-Compete”). Notwithstanding the above, the provisions of this Section 8.5 shall not apply in the event the Executive (a) continued whose employment with the Company and or one of its affiliates has been terminated before entering into employment discussions with such Seller, (ii) who initiates discussions with Employee regarding employment opportunities with Employee or (iii) responds to a general advertisement or other similarly broad form of solicitation for employees. (e) For purposes of this Section 9, the Bank upon a Change in Control and then (b) voluntarily resigns from following terms shall have the Company and the Bank effective in the thirteenth or fourteenth month following such Change in Control and (c) no Change in Control Payment had been paid to Executive in connection with the Change in Control.meanings:

Non-Competition. Executive hereby acknowledges During the Term and agrees that, during for a period of twelve (12) months following the course of employment, in addition to Executive’s access to Confidential Information, Executive has become, and will become, familiar with and involved in all aspects termination of the business and operations Employee’s employment if such employment termination was pursuant to Section 5.1 or Section 5.2, or twenty-four (24) months following the termination of the Bank Entities. Executive hereby covenants and agrees that during the Term until the earlier Employee’s employment termination if such employment termination was pursuant to occur of the date one (1) year after the Termination Date, or the Expiration Date Section 5.3 (the “Restricted Non-Compete Period”), Executive will not at any time (except for the Bank Entities)Employee shall not, directly or indirectly, in any capacity (whether individually, as a proprietor, owner, agent, officer, director, shareholder, organizer, partner, principal, manager, member, stockholder, partner, owner, employee, contractor, consultant or otherwise): agent of any business, or in any other capacity, other than on behalf of the Company or its Affiliates, organize, establish, own, operate, manage, control, engage in, participate in, invest in, permit his name to be used by, act as a consultant or advisor to, render services for (alone or in association with any person, firm, corporation or business organization), or otherwise assist any person or entity that engages in or owns, invests in, operates, manages or controls any venture or enterprise which engages or proposes to engage in (a) provide any advicethe sale, assistance or services distribution, manufacturing and/or design of structural metal components and assemblies for the kind or nature which he provided to any of the Bank Entities or relating to business activities of the type engaged in by any of the Bank Entities within the preceding two years, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either case, a “Competitor”) if (i) such Competitor operatesautomotive industry, or is planning to operate, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities and (ii) such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities during the Restricted Period; or (b) sell any other business conducted by the Company, any other member of the Company Group or solicit sales any of Competitive Products their respective Affiliates on the date of the Employee’s termination of employment or within twelve (12) months after the Employee’s employment termination if such employment termination was pursuant to Persons within such 50 mile radiusSection 5.1 or Section 5.2, or assist any Competitor twenty-four (24) months after the Employee’s employment termination if such employment termination was pursuant to Section 5.3, in the geographic locations where the Company, the other members of the Company Group and/or their respective Affiliates engage or propose to engage in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 does not restrict Executive’s right to (i) own securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) of the outstanding securities of such company and that such ownership does not does not violate: (A) the Code of Conduct or any other policy of the Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete Agreement as of August 1, 2014 business (the “Non-CompeteBusiness”). Notwithstanding the aboveforegoing, nothing in this Agreement shall prevent the provisions Employee from owning for passive investment purposes not intended to circumvent this Agreement, less than five percent (5%) of this Section 8.5 shall not apply the publicly traded common equity securities of any company engaged in the event Business (so long as the Executive (a) continued employment Employee has no power to manage, operate, advise, consult with or control the Company competing enterprise and no power, alone or in conjunction with other affiliated parties, to select a director, manager, general partner, or similar governing official of the Bank upon a Change in Control and then (b) voluntarily resigns from the Company and the Bank effective in the thirteenth or fourteenth month following such Change in Control and (c) no Change in Control Payment had been paid to Executive competing enterprise other than in connection with the Change normal and customary voting powers afforded the Employee in Controlconnection with any permissible equity ownership).

Non-Competition. Executive hereby acknowledges During the Term and agrees that, during for a period of thirty-six (36) months following the course of employment, in addition to Executive’s access to Confidential Information, Executive has become, and will become, familiar with and involved in all aspects end of the business and operations of the Bank Entities. Executive hereby covenants and agrees that during the Term until the earlier to occur of the date one (1) year after the Termination Date, or the Expiration Date (the “"Restricted Period”"), the Executive will not at any time (except for the Bank Entities)shall not, directly or indirectly, unless otherwise approved by the Company’s Board of Directors (including in any such approval the affirmative vote or consent of a majority of the Company’s independent directors): a. in any manner whatsoever engage in any capacity in any business competitive with the Company's current lines of business (whether which comprise the design, development, marketing, sale, production and distribution of women’s apparel) or any business currently proposed to be engaged in by the Company, any of its subsidiaries (including the Company) or by any Company-controlled affiliates, with business currently proposed to be engaged in determined by reference to those future business developments described in the Dynasty Energy Resources, Inc. offering disclosure materials to investors in its private placement consummated concurrently with the reverse merger transaction between the Company and Dynasty Energy Resources, Inc. (collectively, the "Company's Business") for the Executive’s own personal benefit or for the benefit of any person or entity other than the Company or any subsidiary or Company-controlled affiliate; or b. have any interest as a owner, sole proprietor, ownershareholder, agentpartner, lender, director, officer, director, shareholder, organizer, partner, principal, manager, member, employee, contractorconsultant, consultant agent or otherwise): (a) provide otherwise in any advicebusiness competitive with the Company's Business; provided, assistance or services of the kind or nature which he provided to any of the Bank Entities or relating to business activities of the type engaged in by any of the Bank Entities within the preceding two yearshowever, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either case, a “Competitor”) if that: (i) such Competitor operatesthe Executive may hold, directly or is planning to operateindirectly, any officesolely as an investment, branch and with now role in operations or other facility (in any casemanagement, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities and (ii) such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities during the Restricted Period; or (b) sell or solicit sales of Competitive Products to Persons within such 50 mile radius, or assist any Competitor in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 does not restrict Executive’s right to (i) own securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less more than two five percent (25%) of the outstanding securities of such company and any person or entity notwithstanding the fact that such ownership does person or entity is engaged in a business competitive with the Company's Business; and (ii) family relatives of the Executive may own, control and manage the business of the company without such activities being attributed to the Executive, provided the Executive is at all time in compliance with the terms and conditions of the Non-Competition Agreement between it and the Company. In addition, during the Restricted Period, the Executive shall not does not violate: (A) the Code of Conduct publicize, market or otherwise associate himself and/or his name, or any other policy derivative of the Bankhis name, including any policy related to inside information; (B) any applicable securities law; whether in Chinese or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete Agreement as of August 1English, 2014 (the “Non-Compete”). Notwithstanding the above, the provisions of this Section 8.5 shall not apply in the event the Executive (a) continued employment with the Company and the Bank upon a Change in Control and then (b) voluntarily resigns from the Company and the Bank effective in the thirteenth or fourteenth month following such Change in Control and (c) no Change in Control Payment had been paid to Executive in connection with the Change development or marketing of any any trademarks, designs or any other property for use in Controlthe Company's Business on behalf of any person or entity other than the Company, its subsidiaries and Company-controlled affiliates.

Non-Competition. (a) Executive hereby acknowledges and recognizes the highly competitive nature of the businesses of the Company and its affiliates and accordingly agrees thatas follows: (i) Executive will not, within the period during which the course Award remains unvested following the termination of employment, in addition to his employment with the Company for any reason (the “Post-Termination Period”) or during Executive’s access to Confidential Informationemployment (collectively with the Post-Termination Period, Executive has become, and will become, familiar with and involved in all aspects of the business and operations of the Bank Entities. Executive hereby covenants and agrees that during the Term until the earlier to occur of the date one (1) year after the Termination Date, or the Expiration Date (the “Restricted Period”), Executive will not at accept an employment or consulting relationship (or own or have any time (except for the Bank Entitiesfinancial interest in), directly or indirectly, in with any capacity (whether as a proprietor, owner, agent, officer, director, shareholder, organizer, partner, principal, manager, member, employee, contractor, consultant or otherwise): (a) provide any advice, assistance or services of the kind or nature which he provided to any of the Bank Entities or relating to business activities of the type entity engaged in by any the business of the Bank Entities providing [Command, Control, Communications, Computers, Intelligence, Surveillance and Reconnaissance (C4ISR) related products and systems and information and technical services to military, government and commercial customers within the preceding two yearsUnited States]. Notwithstanding anything to the contrary in this Agreement, to Executive may, directly or indirectly own, solely as an investment, securities of any Person who owns which are publicly traded on a national or operates a Competitive Business regional stock exchange or to any Person that is attempting to initiate or acquire a Competitive Business (in either case, a “Competitor”) on the over-the-counter market if Executive (i) such Competitor operatesis not a controlling person of, or is planning to operatea member of a group which controls, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities such person and (ii) does not, directly or indirectly, own 5% or more of any class of securities of such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities during the Restricted Period; orPerson. (b) sell It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Appendix B to be reasonable, if a final judicial determination is made by a court of competent jurisdiction, that the time or solicit sales of Competitive Products to Persons within such 50 mile radius, or assist any Competitor in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 does not restrict Executive’s right to (i) own securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) of the outstanding securities of such company and that such ownership does not does not violate: (A) the Code of Conduct territory or any other policy of the Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete restriction contained in this Agreement as of August 1, 2014 (the “Non-Compete”). Notwithstanding the aboveis an unenforceable restriction against Executive, the provisions of this Section 8.5 Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the event enforceability of any of the Executive (a) continued employment with the Company and the Bank upon a Change in Control and then (b) voluntarily resigns from the Company and the Bank effective in the thirteenth or fourteenth month following such Change in Control and other restrictions contained herein. (c) no Change The period of time during which the provisions of this Appendix B shall be in Control Payment had been paid to effect shall be extended by the length of time during which Executive is in connection with breach of the Change in Controlterms hereof as determined by any court of competent jurisdiction on the Company’s application for injunctive relief.

Non-Competition. Executive hereby acknowledges and agrees thatThe Employee shall not, during the course of employment, in addition to Executive’s access to Confidential Information, Executive has become, and will become, familiar with and involved in all aspects of the business and operations of the Bank Entities. Executive hereby covenants and agrees that during the Term until the earlier to occur of the date one (1) year after the Termination Date, or the Expiration Date period (the “Restricted Period”) from the date hereof until the later of one year after the termination of his employment with the Company or the third anniversary of the Closing date (as defined in the Asset Purchase Agreement dated September 10, 2007 by and among the Company, Employee and other parties set forth on the signatory page thereto (the “APA”)): i) Without the prior written consent of the Company (A) directly or indirectly acquire or own in any manner any interest (whether through a debt or equity instrument) in any person, firm, partnership, corporation, association or other entity (including the Company) which engages or plans to engage in any facet of the Business or which competes or plans to compete in any way with the Company or any of its subsidiaries or Affiliates anywhere with the Territory. Territory means any state (including the District of Columbia), Executive will not at territory or possession of the United States within which the Company presently or hereafter does business or within a 50-mile radius of any time of the Owned Premises, Owned Real Estate, Real Property and/or Leased Premises (except for as defined in the Bank EntitiesAPA), directly (B) be employed by or indirectly, in any capacity (whether serve as a proprietor, owneran employee, agent, officer, directordirector of, shareholderor as a consultant to, organizerany person, partnerfirm, principalpartnership, managercorporation, member, employee, contractor, consultant association or otherwise): (a) provide other entity which engages or plans to engage in any advice, assistance or services facet of the kind Business in which the Company now or nature hereafter engages or which he provided competes or plans to compete in any way with the Company or any of its subsidiaries or Affiliates within the Bank Entities Territory, or relating to business activities (C) utilize his special knowledge of the type engaged business of each Seller or the Company and his relationship with customers, suppliers and others to compete with Company and/or its Affiliates in by any business which engages or plans to engage in any facet of the Business in which the Company now or hereafter engages or which competes or plans to compete in any way with the Company or any of the Bank Entities its subsidiaries or Affiliates within the preceding two yearsTerritory; provided, however, that nothing herein shall be deemed to any Person who owns or operates prevent either Employee from (x) acquiring through market purchases and owning, solely as a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (passive investment, less than one percent in either case, a “Competitor”) if (i) such Competitor operates, or is planning to operate, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius the aggregate of the Bank’s headquarters or any Branch of the Bank Entities and (ii) such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities during the Restricted Period; or (b) sell or solicit sales of Competitive Products to Persons within such 50 mile radius, or assist any Competitor in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 does not restrict Executive’s right to (i) own equity securities of any Entity that files periodic reports with the Securities and Exchange Commission class of any issuer whose shares are registered under Section 13 §12(b) or 15(d12(g) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent , and are listed or admitted for trading on any United States national securities exchange or are quoted on the National Association of Securities Dealers Automated Quotation System, or any similar system of automated dissemination of quotations of securities prices in common use, so long as Employee is not a member of any “control group” (2%within the meaning of the rules and regulations of the United States Securities and Exchange Commission) of any such issuer. Employee acknowledges and agrees that the outstanding securities covenants provided for in this Section are reasonable and necessary in terms of such company time, area and line of business to protect the trade secrets of the Company. Employee further acknowledges and agrees that such ownership does not does not violate: covenants are reasonable and necessary in terms of time, area and line of business to protect the Company’s legitimate business interests, which include its interests in protecting the Company’s (i) valuable confidential business information, (ii) substantial relationships with customers, and (iii) customer goodwill associated with the ongoing Business. Employee hereby expressly authorizes the enforcement of the covenants provided for in this Section by (A) the Code of Conduct or any other policy of the BankCompany and its subsidiaries, including any policy related to inside information; (B) any applicable securities law; or the Company’s permitted assigns, and (C) any applicable standstill successors to the Company’s business. To the extent that the covenants provided for in this Section may later be deemed by a court to be too broad to be enforced with respect to its duration or with respect to any particular activity or geographic area, the court making such determination shall have the power to reduce the duration or scope of the provision, and to add or delete specific words or phrases to or from the provision. The provision as modified shall then be enforced. ii) The Employee shall not, directly or indirectly, for himself or for any other person, firm, corporation, partnership, association or other similar contractual obligation entity (including the Company), (A) solicit any of the Bank. The parties have also entered into that certain Non-Compete Agreement as of August 1, 2014 (the “Non-Compete”). Notwithstanding the above, the provisions of this Section 8.5 shall not apply Sellers’ employees employed in the event Business, (B) call on or solicit any of the Executive actual customers or clients of the Business, nor shall Employee make known the names and addresses of such customers or any information relating in any manner to the Company’s or the Sellers’ trade or business relationships with such customers, (aC) continued employment in any manner, directly or indirectly, attempt to seek to cause any entity to refrain from dealing or doing business with the Company and the Bank upon a Change or assist any entity in Control and then doing so or attempting to do so or (bD) voluntarily resigns from the Company and the Bank effective in the thirteenth or fourteenth month following such Change in Control and (c) no Change in Control Payment had been paid to Executive in connection with the Change in Controlemploy any employees of Company.

Non-Competition. Executive hereby acknowledges and agrees that, during For so long as a Principal Investor or any member of its Principal Investor Group (x) has the course of employment, in addition right to Executive’s access designate a director pursuant to Confidential Information, Executive has become, and will become, familiar with and involved in all aspects of the business and operations of the Bank Entities. Executive hereby covenants and agrees that during the Term until the earlier to occur of the date one (1) year after the Termination Date, or the Expiration Date (the “Restricted Period”Section 2.1(a), Executive will (y) actually designates a board observer as permitted pursuant to Section 2.1(f) or (z) elects to continue to receive any Information from the Company or its Subsidiaries pursuant to Section 2.8, such Principal Investor, its Affiliates, its Affiliate Co-investors and its Co-investment Vehicles shall not at directly or indirectly through one or more Affiliates own, manage, operate, control or participate in the ownership, management, operation or control of any time (except for the Bank Entities)Competitor; provided that nothing in this Section 2.7 shall prohibit any Principal Investor, its Controlled Affiliates, Affiliate Co-investors or Co-investment Vehicles from acquiring or owning, directly or indirectly, in any capacity (whether as a proprietor, owner, agent, officer, director, shareholder, organizer, partner, principal, manager, member, employee, contractor, consultant or otherwise):: (a) provide any advice, assistance or services up to 5% of the kind aggregate voting securities of any Competitor (i) that is a publicly traded Person or nature which he (ii) that is not a publicly traded Person; provided to that neither the Principal Investor, nor any of the Bank Entities its Controlled Affiliates, Affiliate Co-investors or relating to business activities Co-investment Vehicles, directly or indirectly through one or more Affiliates, designates a member of the type engaged board of directors (or similar body) of such Competitor or its Affiliates or is granted any other governance rights with respect to such Competitor or its Affiliates (other than customary governance rights granted in by connection with the ownership of debt securities); (b) any non-convertible debt securities of any Competitor; (c) any securities of any Competitor as defined in clause (b) of the Bank Entities within the preceding two yearsdefinition of Competitor, so long as such Person’s rental activities are limited in all material respects to equipment manufactured or assembled by such Person or its Affiliates; (d) any Person who owns or operates a Competitive Business or to securities of any Person that is attempting to initiate or acquire a Competitive Business (in either caseCompetitor, a “Competitor”) if so long as (i) such Person’s annual revenue derived from rental operations that qualify such Person as a Competitor operates, or is planning are limited to operate, any office, branch or other facility (in any case, no more than 25% of total annual revenue of such Person on a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities consolidated basis and (ii) such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities during the Restricted Periodrental operations of such Person are divested within 12 months of being acquired; or (be) sell or solicit sales of Competitive Products to Persons within such 50 mile radius, or assist any Competitor in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 does not restrict Executive’s right to (i) own securities of any Entity Person that files periodic reports with the Securities is a Competitor, substantially all of whose operations are conducted outside of North America and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amendedEurope; provided that Executive’s total ownership constitutes less than two percent (2%) prior to any Principal Investor or its Controlled Affiliates, Affiliate Co-investors or Co-investment Vehicles acquiring or owning such securities, such potential purchaser shall have given written notice to the Company, in reasonable detail, of the outstanding opportunity to acquire such securities and of such company potential purchaser’s good faith interest in pursuing the opportunity, and that the Company shall not have, within 10 Business Days of receipt of such ownership does not does not violate: (A) the Code notice, notified such potential purchaser of Conduct its good faith interest in pursuing such opportunity on behalf of itself or any other policy one or more of the BankCompany’s Subsidiaries. If such a notice of interest has been timely delivered, the Board shall give written notice to the potential purchaser if the Company subsequently determines not to continue to pursue such opportunity, in which case the foregoing proviso shall cease to apply with respect to such opportunity. Nothing in this Section 2.7 shall prohibit ▇▇▇▇▇▇▇ ▇▇▇▇▇ Global Partners, Inc. (“MLGP”) or its Affiliates from engaging in trading, asset management (including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill proprietary trading and hedge fund and similar activities), financial advisory, lending or other similar contractual obligation applicable financial services activities in its ordinary course of business so long as no confidential information relating to the Company, any of the Bank. The parties have also entered into that certain Non-Compete Agreement as Company’s Subsidiaries or the acquisition of August 1, 2014 (the “Non-Compete”). Notwithstanding the above, the provisions of this Section 8.5 shall not apply Hertz is used in the event the Executive (a) continued employment with the Company and the Bank upon a Change in Control and then (b) voluntarily resigns from the Company and the Bank effective in the thirteenth or fourteenth month following course of such Change in Control and (c) no Change in Control Payment had been paid to Executive in connection with the Change in Controlactivity.

Non-Competition. Executive hereby acknowledges Each of the Stockholders agrees that (a) for the period commencing at the Closing and expiring on the date that is six months after the first date on which such Stockholder’s Voting Percentage is less than 10%, neither such Stockholder nor any of its Controlled Affiliates shall directly engage in the provision to retail mass market customers in the Territory through a terrestrial facilities-based network of Commercial Mobile Radio Services, Broadband Internet Access Service or acting as a Multichannel Video Programming Distributor, in each case as such term is defined by the Federal Communications Commission as of the date of the Business Combination Agreement, including conventional mobile virtual network operator, but in each case excluding the provision of (i) devices, software, apps, advertising and “over-the-top” services on or through mobile, wireless or wired networks, (ii) resale of network services ancillary to providing Internet of Things products or services, including autonomous driving, accident prevention, monitoring and security, smart agriculture, demand forecasting, consumer services, preventative medicine, health monitoring and smart houses and mapping services, and/or (iii) satellite-based services, and (b) in the case of the DT Stockholder, for the period commencing at the Closing and expiring on the first anniversary of the termination of the Trademark License in accordance with its terms and, in the case of the SoftBank Stockholder, at any time after the Closing, manufacture, market or distribute any products or services under, or use in any way, the trademark T-MOBILE in connection with any of the activities described in clause (a) (subject to the exceptions therein), other than by the Company and its Affiliates in accordance with the terms of the Trademark License (each of (a) and (b), a “Competing Business”). Each of the Stockholders further agrees that, during the course of employment, applicable period set forth in addition to Executive’s access to Confidential Information, Executive has become, and will become, familiar with and involved in all aspects of the business and operations of the Bank Entities. Executive hereby covenants and agrees that during the Term until the earlier to occur of the date one clause (1a) year after the Termination Date, or the Expiration Date (the “Restricted Period”b), Executive it will not at any time (except for the Bank Entities), directly or indirectly, acquire an interest in any capacity (whether as a proprietorstockholder, owner, agent, officer, director, shareholder, organizer, member or partner, principal, manager, member, employee, contractor, consultant or otherwise): (a) provide but in each case excluding any advice, assistance or services such interest not exceeding 10% of the kind or nature which he provided to any voting equity of the Bank Entities or relating to business activities of the type a Person engaged in by a Competing Business or any such interests in a Person engaged in a Competing Business if the aggregate purchase price for all of such interests is less than $50,000,000), or manage, operate, or control, or act as or have the Bank Entities within the preceding two yearsright to appoint a director of, to any Person who owns or operates engaged in a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Competing Business (in either case, a “Competitor”other than the Company and its Subsidiaries) if (i) such Competitor operates, or is planning to operate, any office, branch or other facility (in any case, a “Branch”) it being understood that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities and (ii) such Branch competes or will compete with the products or services offered or planned no ownership permitted by this sentence shall be considered to be offered by the Bank Entities during the Restricted Period; or (b) sell or solicit sales of Competitive Products to Persons within such 50 mile radius, or assist any Competitor in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 does not restrict Executive’s right to (i) own securities a breach of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) of the outstanding securities of such company and that such ownership does not does not violate: (A) the Code of Conduct or any other policy of the Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete Agreement as of August 1, 2014 (the “Non-Compete”). Notwithstanding the above, the provisions part of this Section 8.5 6.1). If the final judgment of a court of competent jurisdiction declares any term or provision of this Section 6.1 invalid or unenforceable, the parties hereto agree that the court making the determination of invalidity or unenforceability shall not apply in have the event power to and shall reform this Section 6.1 to reduce the Executive (a) continued employment time, geographic area and/or scope of activity, to delete specific words or phrases, and/or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the Company intention of the invalid or unenforceable term or provision, and the Bank upon a Change in Control and then (b) voluntarily resigns from the Company and the Bank effective in the thirteenth or fourteenth month following such Change in Control and (c) no Change in Control Payment had been paid to Executive in connection with the Change in Controlthis Agreement shall be enforceable as so modified.

Non-Competition. In consideration of this Agreement, and other good and valuable consideration provided hereunder, the receipt and sufficiency of which are hereby acknowledged by Executive, Executive hereby acknowledges agrees and agrees covenants that, during the course of employment, in addition to Executive’s access to Confidential Information, Executive has become, employment hereunder and will become, familiar with and involved in all aspects for a period of the business and operations of the Bank Entities. Executive hereby covenants and agrees that during the Term until the earlier to occur of the date one twelve (112) year after the Termination Date, or the Expiration Date months thereafter (the “Restricted Period”), Executive will not at any time (except for shall not, without the Bank Entities)prior written consent of the Company, directly or indirectly, engage in or become associated with a Competitive Activity. For purposes of this Section 2(b), (i) a “Competitive Activity” means any capacity business or other endeavor involving Similar Products if such business or endeavor is in a country (whether including the United States) in which the Company (or any of its businesses) provides or planned to provide during Executive’s employment hereunder such Similar Products; (ii) “Similar Products” means any products or services that are the same or similar to any of the types of products or services that the Company (or any of its businesses) provides, has provided or planned to provide during Executive’s employment hereunder; and (iii) Executive shall be considered to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly involved as a proprietor, an owner, agentprincipal, employee, officer, director, shareholderindependent contractor, organizerrepresentative, stockholder, financial backer, agent, partner, principal, manager, member, employeeadvisor, contractorlender, consultant or otherwise): (ain any other individual or representative capacity with any individual, partnership, corporation or other organization that is engaged in a Competitive Activity. Executive acknowledges that Executive’s covenants under this Section 2(b) provide any adviceare a material inducement to the Company’s entering into this Agreement. Further, assistance or services Executive acknowledges that the restrictions set forth in this provision are reasonable and not greater than necessary to protect and maintain the proprietary and other legitimate business interests of the kind or nature which he provided to any Company, and that the enforcement of these restrictions would not prevent Executive from earning a livelihood. Notwithstanding the Bank Entities or relating to business activities of the type engaged in by any of the Bank Entities within the preceding two yearsforegoing, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either case, a “Competitor”) if (i) such Competitor operates, or is planning to operate, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities Executive may make and (ii) such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities retain investments during the Restricted Period; or (b) sell or solicit sales of Competitive Products to Persons within such 50 mile radius, or assist any Competitor for investment purposes only, in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 does not restrict Executive’s right to (i) own securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two one percent (21%) of the outstanding securities capital stock of any publicly-traded corporation engaged in a Competitive Activity if the stock of such company and corporation is either listed on a national stock exchange or on the NASDAQ National Market System if Executive is not otherwise affiliated with such corporation. Executive acknowledges that such ownership does not does not violate: (A) the Code of Conduct or any other policy of the Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete Agreement as of August 1, 2014 (the “Non-Compete”). Notwithstanding the above, the provisions of Executive’s covenants under this Section 8.5 shall not apply in 2(b) are a material inducement to the event the Executive (a) continued employment with the Company and the Bank upon a Change in Control and then (b) voluntarily resigns from the Company and the Bank effective in the thirteenth or fourteenth month following such Change in Control and (c) no Change in Control Payment had been paid to Executive in connection with the Change in ControlCompany’s entering into this Agreement.

Non-Competition. Executive hereby acknowledges and agrees thatExcept as expressly permitted herein, during the course of employment, in addition to Executive’s access to Confidential Information, Executive has become, and will become, familiar with and involved in all aspects effective as of the business and operations Effective Time Executive agrees that he shall not, until 11:59 p.m. on the second anniversary of the Bank Entities. Executive hereby covenants and agrees Effective time: (i) directly or indirectly own, engage in, manage, operate, join, control, or participate in the ownership, management, operation, or control of, or be connected as a stockholder, director, officer, employee, agent, partner, joint venturer, member, beneficiary, or otherwise with, any corporation, limited liability company, partnership, sole proprietorship, association, business, trust, or other organization, entity or individual which in any way competes with the Company or any of its Subsidiaries in the business of manufacturing, marketing or distributing wood or vinyl windows or doors or vinyl siding or in any other material business activity that during the Term until the earlier to occur Company or any of its Subsidiaries is conducting as of the date one of this Agreement (1a "Competing Business") year after in the Termination DateUnited States; PROVIDED, or HOWEVER, that the Expiration Date (the “Restricted Period”), Executive will not at any time (except for the Bank Entities)may own, directly or indirectly, securities of any entity traded on any national securities exchange or listed on the National Association of Securities Dealers Automated Quotation System that is a Competing Business if Executive does not, directly or indirectly, own 10% or more of any class of equity securities, or securities convertible into or exercisable or exchangeable for 10% or more of any class of equity securities, of such entity; (ii) during the term of non-competition, use Executive's access to, knowledge of, or application of Confidential Information and Trade Secrets to perform any material duty for any Competing Business; it being understood and agreed to that this clause (ii) shall be in any capacity (whether addition to and not be construed as a proprietor, owner, agent, officer, director, shareholder, organizer, partner, principal, manager, member, employee, contractor, consultant or otherwise): (a) provide any advice, assistance or services of limitation upon the kind or nature which he provided to any of the Bank Entities or relating to business activities of the type engaged covenants in by any of the Bank Entities within the preceding two years, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either case, a “Competitor”) if clause (i) such Competitor operateshereof; (iii) directly or indirectly aid, abet, or is planning to operateotherwise assist in a material way any individual, any officebusiness, branch or other facility (in any case, a “Branch”) organization or entity that is a Competing Business in the United States; (iv) directly or is proposed to be) located within a fifty (50) mile radius indirectly request or advise any present or future customers or suppliers of the Bank’s headquarters Company or any Branch of its Subsidiaries to cancel any contracts with the Company or any of its Subsidiaries or curtail their dealings with the Company or any of its Subsidiaries; (v) directly or indirectly request or advise any present or future service provider or financial resource of the Bank Entities and (ii) Company or any of its Subsidiaries to withdraw, curtail, or cancel the furnishing of such Branch competes service or will compete with resource to the products Company or services offered or planned to be offered by the Bank Entities during the Restricted Periodany of its Subsidiaries; or (bvi) sell directly or indirectly hire, attempt to hire, or contact or solicit sales with respect to hiring any then significant employee of Competitive Products to Persons within such 50 mile radiusthe Company or any of its Subsidiaries, or assist otherwise induce or attempt to influence any Competitor in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 does not restrict Executive’s right to (i) own securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) employee of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) of the outstanding securities of such company and that such ownership does not does not violate: (A) the Code of Conduct Company to terminate his or any other policy of the Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete Agreement as of August 1, 2014 (the “Non-Compete”). Notwithstanding the above, the provisions of this Section 8.5 shall not apply in the event the Executive (a) continued employment with the Company and the Bank upon a Change in Control and then (b) voluntarily resigns from the Company and the Bank effective in the thirteenth or fourteenth month following such Change in Control and (c) no Change in Control Payment had been paid to Executive in connection with the Change in Controlher employment.

Non-Competition. By and in consideration of the salary and benefits to be provided by the Company hereunder, including the severance arrangements set forth herein, and further in consideration of the Executive’s exposure to the proprietary information of the Company, the Executive hereby acknowledges covenants and agrees that, during the course of employment, in addition period commencing on the date hereof and ending twelve (12) months following the date upon which the Executive shall cease to Executive’s access to Confidential Information, Executive has become, and will become, familiar with and involved in all aspects be an employee of the business Company and operations of the Bank Entities. Executive hereby covenants and agrees that during the Term until the earlier to occur of the date one its subsidiaries (1or any other entity directly or indirectly controlled by such entities) year after the Termination Date, or the Expiration Date (the “Restricted Period”), Executive will he shall not at directly or indirectly, whether as an owner, partner, stockholder, principal, agent, employee, consultant or in any time other relationship or capacity, (except i) engage in any element of the Business (other than for the Bank EntitiesCompany or its subsidiaries (or any other entity directly or indirectly controlled by such entities)) or otherwise compete with the Company or its subsidiaries (or any other entity directly or indirectly controlled by such entities), (ii) render any services related to the Business to any person, corporation, partnership or other entity (other than the Company or its subsidiaries (or any other entity directly or indirectly controlled by such entities)) engaged in any element of the Business, or (iii) acquire an interest in any person, corporation, partnership or other entity described in clause (ii) above as a partner, stockholder, principal, agent, employee, consultant or in any other relationship or capacity; provided, however, that, notwithstanding the foregoing, the Executive may invest in securities of any entity, solely for investment purposes and without participating in the business thereof, if (A) such securities are traded on any national securities exchange, (B) the Executive is not a controlling person of, or a member of a group which controls, such entity and (C) the Executive does not, directly or indirectly, in any capacity (whether as a proprietor, owner, agent, officer, director, shareholder, organizer, partner, principal, manager, member, employee, contractor, consultant own 1% or otherwise): (a) provide any advice, assistance or services of the kind or nature which he provided to any of the Bank Entities or relating to business activities of the type engaged in by any of the Bank Entities within the preceding two years, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either case, a “Competitor”) if (i) such Competitor operates, or is planning to operate, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities and (ii) such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities during the Restricted Period; or (b) sell or solicit sales of Competitive Products to Persons within such 50 mile radius, or assist any Competitor in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 does not restrict Executive’s right to (i) own securities more of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) class of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) of the outstanding securities of such company and that such ownership does not does not violate: (A) the Code of Conduct or any other policy of the Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete Agreement as of August 1, 2014 (the “Non-Compete”)entity. Notwithstanding the aboveforegoing, the provisions of covenants contained in this Section 8.5 6.1(a) shall not apply in the event of the Executive (a) continued Executive’s termination of employment upon or after the expiration of the one-year renewal term in accordance with the Company and the Bank upon a Change in Control and then (b) voluntarily resigns from the Company and the Bank effective in the thirteenth or fourteenth month following such Change in Control and (c) no Change in Control Payment had been paid to Executive in connection with the Change in ControlSection 1 above.

Non-Competition. Executive hereby acknowledges and agrees that, during (a) From the course of employment, in addition to Executive’s access to Confidential Information, Executive has become, and will become, familiar with and involved in all aspects date this Agreement becomes effective until the two-year anniversary of the business and operations earlier of the Bank Entities. Executive hereby covenants and agrees that during the Term until the earlier to occur of the date one (1) the Non-Control Date and (2) the one year after anniversary of the Termination Less than Majority Holder Date, NAB shall not, and shall cause its Subsidiaries not to: (i) control, for purposes of the BHC Act, a bank for purposes of the BHC Act or an insured institution for purposes of the Expiration Date BHC Act, having a main office or one or more branches in any of the Company States (the a “Restricted PeriodCompeting Branch Bank”); or (ii) own, Executive will manage or operate, or participate in the ownership, management or operation of, any business principally engaged in making (A) consumer loans to individuals or households located in the Company States or (B) loans to businesses located in the Company States with total annual revenues of less than $250,000,000 (any such business, a “Competing Lending Business,” and either a Competing Branch Bank or Competing Lending Business, a “Competing Business”). (b) Notwithstanding anything in Section 6.8(a) to the contrary, NAB and its Affiliates shall not at be prohibited or prevented from: (i) owning, managing or operating, or participating in the ownership, management or operation of, the Company and its Subsidiaries; (ii) operating any time business or engaging in any activity conducted by the New York Branch of NAB during the five years preceding the date hereof; (except for iii) owning, managing or operating, or participating in the ownership, management or operation of, any Competing Branch Bank Entities)with its main office and all of its branches solely outside the Company States; (iv) performing any act or conducting any business expressly required by any agreement related to the IPO; (v) acquiring the capital stock or other equity interests of a Person engaged in a Competing Business that would otherwise constitute an exempt investment under Section (4)(c)(6) of the BHC Act; (vi) making any investment (or engaging in an activity related thereto) in a fiduciary, custodial or agency capacity and carried out, either directly or indirectly, on behalf of clients or other third party beneficiaries; (vii) engaging in any capacity (whether as a proprietorinvestment management or asset management activity or in any activity related to the provision of asset management or investment management services, owner, agent, officer, director, shareholder, organizer, partner, principal, manager, member, employee, contractor, consultant including those activities and services involving the use of mutual funds or otherwise):private funds; (aviii) provide providing any advice, assistance or products and services as part of the kind conduct of MLC Limited and its Subsidiaries substantially as comparable businesses are conducted in the United States; (ix) owning or nature which he provided affiliating with, or conducting any other activity prohibited under Section 6.8(a) with respect to, a person that conducts, either directly or indirectly, a Competing Business and that prior to the consummation of the transactions referred to in clause (A) or (B) below was not an Affiliate of NAB or any of the Bank Entities or relating to business activities its Affiliates (any such person, together with all of the type engaged in by any of the Bank Entities within the preceding two years, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either caseits Affiliates, a “CompetitorCompeting Person”) if such ownership, affiliation or other activity is the result of (iA) any merger, consolidation, share exchange, sale or purchase of assets, scheme of arrangement or similar business combination involving NAB or any of its Affiliates with any Competing Person or (B) the acquisition of any Competing Person or any interests in or securities of any Competing Person by NAB or any of its Affiliates, if, in the case of either (A) or (B), no more than 50% of the total consolidated revenues (including as revenues net interest income revenues with respect to a lending business) of such Competitor operatesCompeting Person in the calendar year prior to such ownership, affiliation or other activity relates to a Competing Business operated in the Company States; (x) acquiring any equity securities or other assets in satisfaction of a debt previously contracted in a distressed or troubled situation; (xi) making loans or providing other services to businesses that own, manage or operate, or is planning to operatethat participate in the ownership, any office, branch management or other facility (in any caseoperation of, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities and (ii) such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities during the Restricted PeriodCompeting Business; or (bxii) sell acting in the ordinary course of their respective businesses, including without limitation dealing in any securities and acting in the course of trading, dealing, broking, margin lending, custodial, life insurance, funds management, investment planning, advisory services, derivatives issuance and risk management and investment banking. (c) From the date this Agreement becomes effective until the two-year anniversary of the earlier of (1) the Non-Control Date and (2) the one year anniversary of the Less than Majority Holder Date, NAB shall not, and shall cause its Subsidiaries not to, directly or indirectly solicit sales for employment or any similar arrangement or hire any officer or employee of Competitive Products to Persons within such 50 mile radiusthe Company or any of its Subsidiaries; provided, or assist any Competitor in such sales activities. Notwithstanding any provision hereof to the contraryhowever, that this Section 8.5 does 6.8(c) shall not restrict Executive’s right apply to (i) own securities any Person no longer employed by the Company or any of its Subsidiaries, (ii) any general solicitations for employment through advertisements or other means not targeted at officers or employees of the Company or any of its Subsidiaries (and the hiring of any Entity Persons identified by such general solicitations), and (iii) any Person who independently approaches NAB or any of its Subsidiaries where neither NAB nor any of its Subsidiaries had solicited such Person for employment or any similar arrangement in any manner prohibited by this Section 6.8(c). (d) NAB agrees that files periodic reports (i) if any restraint set forth in this Section 6.8 is unenforceable, illegal or void, that restraint is severed and the other restraints remain in force, (ii) if any restraint set forth in this Section 6.8 is void for being unreasonable, or would be reasonable if part of the wording was deleted or the period of time was reduced, the restraints will apply with the Securities and Exchange Commission under Section 13 or 15(dmodifications necessary to make them reasonable, (iii) each of the Securities Exchange Act of 1934restraints set forth in this Section 6.8 goes no further than is reasonably necessary to protect the Company’s corporate legitimate business interests, as amended; provided that Executive’s total ownership constitutes less than two percent (2%iv) adequate and sufficient consideration has been received for the restraints set forth in this Section 6.8, (v) compliance with this Section 6.8 will not result in severe economic hardship for NAB, (vi) any breach by NAB of the outstanding securities of such company restraints in Section 6.8 would lead to substantial loss to the Company and that such ownership does the Company would not does not violate: (A) the Code of Conduct or any other policy of the Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete this Agreement if NAB did not agree to this Section 6.8, and (vii) nothing in this Section 6.8 will be construed as of August 1, 2014 (preventing the “Non-Compete”). Notwithstanding Company from pursuing any and all remedies available to it for the above, the provisions breach or threatened breach of this Section 8.5 shall not apply in the event the Executive (a) continued employment with the Company and the Bank upon a Change in Control and then (b) voluntarily resigns from the Company and the Bank effective in the thirteenth 6.8, including recovery of money damages or fourteenth month following such Change in Control and (c) no Change in Control Payment had been paid to Executive in connection with the Change in Controltemporary or permanent injunctive relief.

Non-Competition. Executive hereby acknowledges (a) During the Employment Period and for one year after the date of any such termination of employment, the Employee agrees that, during without the course of employment, in addition to Executive’s access to Confidential Information, Executive has become, and will become, familiar with and involved in all aspects prior express written consent of the business and operations of the Bank Entities. Executive hereby covenants and agrees that during the Term until the earlier to occur of the date one (1) year after the Termination DateCompany, or the Expiration Date (the “Restricted Period”), Executive will not at any time (except for the Bank Entities)he shall not, directly or indirectly, in any capacity (whether for his own benefit or as a proprietoran employee, owner, agent, officer, director, shareholder, organizer, partner, principalconsultant, manager(or in any other representative capacity) for any other person, memberfirm, employeepartnership, contractorcorporation or other entity (other than the Company), consultant or otherwise): (a) provide any advice, assistance or services of the kind or nature which he provided to any of the Bank Entities or relating to business activities of the type engaged in by any of the Bank Entities within the preceding two years, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either case, a “Competitor”) if (i) engage in the discovery, research and/or development of therapeutic, diagnostic or prophylactic products which work through the same biological mechanisms as products which at the time of such Competitor operates, termination are under active clinical or is planning to operate, any office, branch pre-clinical development or other facility have been pre-clinically or clinically developed by the Company and which the Company has not abandoned (in any case, a “BranchRelated Programs”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities and (ii) solicit or hire (or direct another to solicit or hire) the services of any employee of the Company or attempt to induce any such Branch competes employee or will compete with any consultant to the products or services offered or planned Company to be offered leave the employ of the Company (except when such acts are performed in good faith by the Bank Entities during the Restricted Period; or (b) sell or solicit sales of Competitive Products to Persons within such 50 mile radius, or assist any Competitor in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 does not restrict Executive’s right to (i) own securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) Employee on behalf of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) of the outstanding securities of such company and that such ownership does not does not violate: (A) the Code of Conduct or any other policy of the Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete Agreement as of August 1, 2014 (the “Non-Compete”Company). Notwithstanding the above, this provision shall not be deemed to prevent or prohibit Employee from being employed during such one year period by another entity in a managerial role where Employee has overall responsibility for managing (or assisting in the management of) a research and development portfolio which includes one or more Related Programs, provided that Employee does not violate the terms of Section 6 hereof and does not during such one year term actively advise or direct the discovery, research or development efforts of such other entity in the Related Program(s). During the Employment Period, the Employee shall not own more than 2% of the outstanding common stock of any corporation. The provisions of this Section 5 shall not be deemed to reduce in any way any other fiduciary, contractual or other legal obligation the Employee may have to the Company, including without limitation any obligation which may arise by virtue of any corporation law, securities law, patent or intellectual property law or right, the common law, other agreements with the Company or otherwise. For purposes of Section 5 of this Agreement, the term “solicit” shall mean any communication of any kind whatsoever, regardless of by whom initiated, inviting, encouraging, or requesting any person or entity to take or refrain from taking any action. (b) The Employee agrees to comply with the terms set forth in the Proprietary Information and Inventions Agreement previously entered into by the Company and Employee. (c) If at any time within twelve (12) months after the date on which the Employee exercises a Company stock option or stock appreciation right, or on which Company restricted stock vests, or on which income is realized by the Employee in connection with any other Company equity-based award (each of which events is a “Realization Event”), the Employee breaches any provision of Section 5(a) or 5(b) of the Agreement in more than a minor, deminimus or trivial manner that causes or is likely it cause, more than deminimus financial or reputational harm to the Company (and, if such breach is susceptible to cure, the Employee does not cure such breach and harm within ten (10) days after the Employee’s receipt of written notice of such breach of the Company which specifies in reasonable detail the facts and circumstances claimed to be the basis for such breach), then (i) the Employee shall forfeit all of Employee’s unexercised (including unvested) Neurogen Corporation stock options and restricted stock and (ii) any gain realized within the twelve (12) months prior to such breach from the exercise of any Company stock options or the vesting of any Company restricted stock or other equity-based awards by the Employee from the Realization Event shall be paid by the Employee to the Company upon written notice from the Company within ninety (90) days of such notice (such payments may be made in increments over such period). Such gain shall be determined after reduction for any taxes paid (or, if such gain is determined before such taxes are paid, owing, provided that such taxes are actually paid in a timely manner) by the Employee which are attributable to such gain as of the date of the Realization Event, and without regard to any subsequent change in the Fair Market Value (as defined below) of a share of Company common stock; provided that any federal or state income tax benefit actually realized by the Employee as a result of making payments to the Company under this Section 5(c) (relating to any of the next ten (10) tax year periods) shall also be paid to the Company within fifteen (15) days of such realization. Such gain shall be paid by the Employee delivering to the Company shares of Company Common Stock with a Fair Market Value on the date of delivery equal to the amount of such gain. To the extent permitted by applicable law, the Company shall have the right to offset such gain against any amounts otherwise owed to the Employee by the Company (whether as wages, vacation pay, or pursuant to any benefit plan or other compensatory arrangement). For purposes of this Section 5(c), the “Fair Market Value” of a share of Company Common Stock on any date shall be (i) the closing sale price per share of Company Common Stock during normal trading hours on the national securities exchange on which the Company Common Stock is principally traded for such date or the last preceding date on which there was a sale of such Company Common Stock on such exchange or (ii) if the shares of Company Common Stock are then traded on the NASDAQ Stock Market or any other over-the-counter market, the average of the closing bid and asked prices for the shares of Company Common Stock during normal trading hours in such over-the-counter market for such date or the last preceding date on which there was a sale of such Company Common Stock in such market, or (iii) if the shares of Company Common Stock are not then listed on a national securities exchange or traded in an over-the-counter market, such value as the Compensation Committee, in its sole discretion, shall reasonably determine. In the event that the Company seeks to enforce the provisions of this Section 8.5 shall 5(c), and such enforcement is contested by the Employee, and it is finally determined that the Employee is not apply in subject to the event the Executive (a) continued employment with provisions of this Section 5(c), then the Company and shall (i) reimburse the Bank upon a Change in Control and then (b) voluntarily resigns from Employee for reasonable attorneys’ fees incurred by the Company and the Bank effective in the thirteenth or fourteenth month following such Change in Control and (c) no Change in Control Payment had been paid to Executive Employee in connection with such contest; and (ii) pay to the Change Employee an additional amount equal to one (1) times the amount in Controlclause (i); provided that such payment under this clause (ii) shall not exceed $250,000. (d) Any termination of the Employee’s employment or of this Agreement shall have no effect on the continuing operation of this Section 5. (e) The Employee acknowledges and agrees that the Company will have no adequate remedy at law, and could be irreparably harmed, if the Employee breaches or threatens to breach any of the provisions of this Section 5. The Employee agrees that the Company shall be entitled to equitable and/or injunctive relief to prevent any breach or threatened breach of this Section 5, and to specific performance of each of the terms hereof in addition to any other legal or equitable remedies that the Company may have. The Employee further agrees that Employee shall not, in any equity proceeding relating to the enforcement of the terms of this Section 5, raise the defense that the Company has an adequate remedy at law. (f) The terms and provisions of this Section 5 are intended to be separate and divisible provisions and if, for any reason, any one or more of them is held to be invalid or unenforceable, neither the validity nor the enforceability of any other provision of this Agreement shall thereby be affected. The parties hereto acknowledge that the potential restrictions on the Employee’s future employment imposed by this Section 5 are reasonable in both duration and geographic scope and in all other respects. If for any reason any court of competent jurisdiction shall find any provisions of this Section 5 unreasonable in duration or geographic scope or otherwise, the Employee and the Company agree that the restrictions and prohibitions contained herein shall be effective to the fullest extent allowed under applicable law in such jurisdiction. (g) The parties acknowledge that this Agreement would not have been entered into and the benefits described in Section 4 of this Agreement would not have been promised in the absence of the Employee’s promises under this Section 5.

Non-Competition. Executive hereby acknowledges and agrees that, during recognizes the course of employment, in addition to Executive’s access to Confidential Information, Executive has become, and will become, familiar with and involved in all aspects highly competitive nature of the business and operations businesses of the Bank Entities. Company and its affiliates and accordingly agrees as follows: a. Executive hereby covenants and agrees that during the Term term of employment and until the earlier to occur first anniversary of the date one (1) year after of termination of Executive’s employment with the Termination DateCompany or any subsidiary of the Company, or as the Expiration Date case may be (the “Restricted Non-Competition Period”), the Executive will not directly or indirectly, (i) engage in any business that operates quick service restaurants that compete directly with the business of El Pollo Loco, Inc. or its Affiliates in any market in which El Pollo Loco, Inc. or its Affiliates operate restaurants or have targeted operating restaurants at the time of termination of Executive’s employment (a “Competitive Business”), (ii) enter the employ of, or render any time services (except for the Bank Entities)including in an advisory capacity, consulting capacity, or otherwise) to, any person engaged in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive Business, directly or indirectly, in any capacity (whether as a proprietoran individual, ownerpartner, agentshareholder, officer, director, shareholder, organizer, partner, principal, manageragent, membertrustee or consultant, employeeor (iv) interfere with business relationships (whether formed before or after the date of this Agreement) between the Company or any of its Affiliates and customers, contractorsuppliers, consultant partners, members or otherwise): (a) provide any advice, assistance or services investors of the kind Company or nature which he provided to its Affiliates. Notwithstanding the foregoing, Executive may, directly or indirectly own, solely as an investment, securities of any of the Bank Entities or relating to business activities of the type person engaged in by any of the Bank Entities within the preceding two years, to any Person who owns or operates a Competitive Business which are publicly traded on a national or to any Person that is attempting to initiate regional stock exchange or acquire a Competitive Business (in either case, a “Competitor”) on the over-the-counter market if Executive (i) such Competitor operatesis not a controlling person of, or is planning to operatea member of a group which controls, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities such person and (ii) does not, directly or indirectly, own 5% or more of any class of securities of such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities person. b. Executive further agrees that during the Restricted Non-Competition Period; or (b) sell , Executive will not, directly or solicit sales of Competitive Products to Persons within such 50 mile radiusindirectly, or assist any Competitor in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 does not restrict Executive’s right to (i) own securities solicit or encourage any employee of the Company or its Affiliates to leave the employment of the Company or its Affiliates, (ii) solicit or encourage any Entity that files periodic reports employee who was employed by the Company or its Affiliates as of the date of Executive’s termination of employment with the Securities and Exchange Commission under Section 13 Company or 15(d) who left the employment of the Securities Exchange Act Company or its Affiliates within one year prior to or after the termination of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent employment with the Company, or (2%iii) solicit or encourage to cease to work with the Company or its Affiliates any consultant then under contract with the Company or its Affiliates. c. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the outstanding securities of such company and that such ownership does not does not violate: (A) the Code of Conduct time or territory or any other policy of the Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete restriction contained in this Agreement as of August 1, 2014 (the “Non-Compete”). Notwithstanding the aboveis an unenforceable restriction against Executive, the provisions of this Section 8.5 Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the event enforceability of any of the Executive (a) continued employment with the Company and the Bank upon a Change in Control and then (b) voluntarily resigns from the Company and the Bank effective in the thirteenth or fourteenth month following such Change in Control and (c) no Change in Control Payment had been paid to Executive in connection with the Change in Controlother restrictions contained herein.

Non-Competition. Executive hereby acknowledges During Employee’s employment with the Company and agrees thatfor twelve (12) months thereafter, during the course Employee shall not, directly or indirectly, on behalf of employmentEmployee or on behalf of or with any other person, enterprise or entity, in addition to Executive’s access to Confidential Informationany individual or representative capacity, Executive has becomeengage or participate in any business, and will becomeincluding its affiliated Internet entities, familiar that is in competition with and involved in all aspects the Company or any subsidiary or affiliate of the Company in the United States of America in the field of television retailing, including, without limitation, QVC, Shop NBC (formerly called ValueVision) or World Shopping Source (aka WSS), or Jewelry Television, aka America’s Collectibles Network, Inc., or ACNTV, as well as any company which subsequently enters the field of television retailing as its primary business and operations of (collectively, the Bank Entities“Competing Companies”). Executive hereby covenants and agrees that Employee’s obligations under this Section shall continue during the Term until and for the earlier period after the Term set forth above and shall not, for any reason, cease upon termination of Employee’s employment with the Company. Notwithstanding anything else contained in this Section, Employee may own, for investment purposes only, up to occur five percent (5%) of the date stock of any Competing Company if it is a publicly-held corporation whose stock is either listed on a national stock exchange or on the NASDAQ National Market System and if Employee is not otherwise affiliated with or participating in such corporation. As used herein, “participate” means lending one’s name to, acting as consultant or advisor to, being employed by or acquiring any direct or indirect interest in any business or enterprise, whether as a stockholder, partner, officer, director, employee, consultant or otherwise. In the event that (1) the Company or any of its subsidiaries or affiliates places, or has placed for it, all or substantially all of its assets up for sale within one (1) year after the Termination Date, termination of Employee’s employment hereunder or the Expiration Date (the “Restricted Period”), Executive will not at any time (except for the Bank Entities), directly or indirectly, in any capacity (whether as a proprietor, owner, agent, officer, director, shareholder, organizer, partner, principal, manager, member, employee, contractor, consultant or otherwise): (a) provide any advice, assistance or services of the kind or nature which he provided to any of the Bank Entities or relating to business activities of the type engaged in by any of the Bank Entities within the preceding two years, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either case, a “Competitor”) if (i) such Competitor operates, or is planning to operate, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities and (ii) such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities during the Restricted Period; or (b) sell or solicit sales of Competitive Products to Persons within such 50 mile radius, or assist any Competitor in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 does not restrict Executive’s right to (i) own securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) of the outstanding securities of such company and that such ownership does not does not violate: (A) the Code of Conduct or any other policy of the Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete Agreement as of August 1, 2014 (the “Non-Compete”). Notwithstanding the above, the provisions of this Section 8.5 shall not apply in the event the Executive (a) continued Employee’s employment with the Company and the Bank upon a Change in Control and then (b) voluntarily resigns from the Company and the Bank effective in the thirteenth or fourteenth month following such Change in Control and (c) no Change in Control Payment had been paid to Executive is terminated in connection with the Change disposition of all or substantially all of such assets (whether by sale of assets, equity or otherwise), Employee agrees to be bound by, and to execute such additional instruments as may be necessary or desirable to evidence Employee’s agreement to be bound by, the terms and conditions of any non-competition provisions relating to the purchase and sale agreement for such assets, without any consideration beyond that expressed in Controlthis Agreement, provided that the purchase and sale agreement is negotiated in good faith with customary terms and provisions and the transaction contemplated thereby is consummated. Notwithstanding the foregoing, in no event shall Employee be bound by, or obligated to enter into, any non-competition provisions referred to in this Section 2(b) which extend beyond twelve (12) months, in each case from the date of termination of Employee’s employment hereunder or whose scope extends the scope of the non-competition provisions set forth in this Section 2(b). The twelve (12) month time period referred to above shall be tolled on a day-for-day basis for each day during which Employee participates in any activity in violation of this Section 2(b) so that Employee is restricted from engaging in the conduct referred to in this Section 2(b) for a full twelve (12) months.

Non-Competition. Executive 8.1 The Participant hereby agrees that this Section 8 is reasonable and necessary in order to protect the legitimate business interests and goodwill of the Company, including the Company’s trade secrets, valuable confidential business and professional information, substantial relationships with prospective and existing customers and clients, and specialized training provided to the Participant and other employees of the Company. The Participant acknowledges and agrees that, during recognizes the course of employment, in addition to Executive’s access to Confidential Information, Executive has become, and will become, familiar with and involved in all aspects highly competitive nature of the business and operations of the Bank Entities. Executive hereby covenants Company and its Affiliates and accordingly agrees that during the Term until the earlier to occur term of the date one Participant’s employment and for a period of two (12) year years after the Termination Date, or the Expiration Date termination thereof (the “Restricted Restriction Period”), Executive will not at any time (except for the Bank Entities), directly or indirectly, in any capacity (whether as a proprietor, owner, agent, officer, director, shareholder, organizer, partner, principal, manager, member, employee, contractor, consultant or otherwise): (a) provide The Participant will not directly or indirectly engage in any advicebusiness substantially similar to any line of business conducted by the Company or any of its Affiliates, assistance or services including, but not limited to, where such engagement is as an officer, director, proprietor, employee, partner, investor (other than as a holder of less than 1% of the kind outstanding capital stock of a publicly traded corporation), consultant, advisor, agent or nature sales representative, in any geographic region in which he provided to the Company or any of the Bank Entities or relating to business activities of the type engaged in by any of the Bank Entities within the preceding two years, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either case, a “Competitor”) if (i) such Competitor operates, or is planning to operate, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities and (ii) such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities during the Restricted Period; orits Affiliates conducted business; (b) sell or solicit sales of Competitive Products to Persons within such 50 mile radiusThe Participant will not contact, solicit, perform services for, or accept business from any customer or prospective customer of the Company or any of its Affiliates; (c) The Participant will not directly or indirectly induce any employee of the Company or any of its Affiliates to: (1) engage in any activity or conduct which is prohibited pursuant to subparagraph 8.1(a); or (2) terminate such employee’s employment with the Company or any of its Affiliates. Moreover, the Participant will not directly or indirectly employ or offer employment (in connection with any business substantially similar to any line of business conducted by the Company or any of its Affiliates) to any person who was employed by the Company or any of its Affiliates unless such person shall have ceased to be employed by the Company or any of its Affiliates for a period of at least 12 months; and (d) The Participant will not directly or indirectly assist others in engaging in any Competitor of the activities, which are prohibited under subparagraphs (a) — (c) above. Notwithstanding the foregoing, if the Restriction Period set forth herein is shorter in duration following Participant’s termination of employment with the Company and its Affiliates than in any other prior Award Agreement, the Restriction Period set forth herein shall be the Restriction Period for all such prior Award Agreements and related Awards. Similarly, if the Restriction Period is longer in this Agreement than in prior Award Agreements, the Restriction Period set forth in such sales activities. Notwithstanding any provision hereof prior Award Agreements and related Awards shall be amended hereby and have the same applicable Restriction Period following Participant’s termination of employment with the Company and its Affiliates as set forth herein (and the Participant shall be deemed to have consented to such amendment by executing this Agreement). 8.2 It is expressly understood and agreed that although the contrary, Participant and the Company consider the restrictions contained in this Section 8.5 does not restrict Executive’s right 8 to (i) own securities be reasonable, if a final judicial determination is made by a court of any Entity competent jurisdiction that files periodic reports with the Securities and Exchange Commission under Section 13 time or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) of the outstanding securities of such company and that such ownership does not does not violate: (A) the Code of Conduct territory or any other policy of restriction contained in this Agreement is an unenforceable restriction against the Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete Agreement as of August 1, 2014 (the “Non-Compete”). Notwithstanding the aboveParticipant, the provisions of this Section 8.5 Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable against such Participant. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the event enforceability of any of the Executive (a) continued employment with other restrictions contained herein. The restrictive covenants set forth in this Section 8 shall be extended by any amount of time that the Participant is in breach of such covenants, such that the Company and receives the Bank upon a Change in Control and then (b) voluntarily resigns from full benefit of the Company and the Bank effective in the thirteenth or fourteenth month following such Change in Control and (c) no Change in Control Payment had been paid to Executive in connection with the Change in Controltime duration set forth above.

Non-Competition. Executive hereby acknowledges and agrees that, during Through the course of employmentdate on which the Employee's employment with the Company is terminated (the "Termination Date") and, in addition the event that the Employee's employment with the Company is terminated other than (i) by the Company pursuant to Executive’s access Sections 9(b) (termination by the Company without Good Cause) or 9(g) (termination by the Company following a Change of Control) or (ii) by the Employee pursuant to Confidential InformationSections 9(d) (termination by the Employee following loss of Board seat) or 9(g) (termination by the Employee following a Change of Control), Executive has become, and will become, familiar with and involved in all aspects of the business and operations of the Bank Entities. Executive hereby covenants and agrees that during the Term until the earlier to occur of the date one (1) year after the Termination Expiration Date, or the Expiration Date (the “Restricted Period”), Executive Employee will not at any time (except for the Bank Entities)not, directly or indirectly, engage in the business of, or own or control an interest in (except as a passive investor owning less than one percent (1%) of the equity securities of a publicly-owned company), or act as director, officer or employee of, or consultant to, any individual, partnership, joint venture, corporation or other business entity directly or indirectly engaged anywhere in the United States in any capacity Business (whether as a proprietor, owner, agent, officer, director, shareholder, organizer, partner, principal, manager, member, employee, contractor, consultant hereinafter defined) competing with the business then being carried on by the Company or otherwise): (a) provide any advice, assistance its subsidiaries or services contemplated by the Company or its subsidiaries to the extent included within the definition of "Business." In the kind or nature which he provided to event any of the Bank Entities or relating provisions of this Section 5(a) are unenforceable by law, then the restrictions shall be for such period and such geographic area as a court shall find is necessary to business activities protect the Company. The provisions of this Section 5(a) shall no longer be enforceable in the type engaged in by any of event the Bank Entities within the preceding two years, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in Company either case, a “Competitor”) if (i) such Competitor operates, or is planning to operate, any office, branch files for bankruptcy or other facility protection from creditors (which filing is not dismissed within 180 days) or advises its shareholders in any case, a “Branch”) that is (or is proposed to be) located within press release and in a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities and (ii) such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities during the Restricted Period; or (b) sell or solicit sales of Competitive Products to Persons within such 50 mile radius, or assist any Competitor in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 does not restrict Executive’s right to (i) own securities of any Entity that files periodic reports filing with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, that it is ceasing to operate as amended; provided that Executive’s total ownership constitutes less than two percent (2%) of the outstanding securities of such company and that such ownership does not does not violate: (A) the Code of Conduct or any other policy of the Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete Agreement as of August 1, 2014 (the “Non-Compete”). Notwithstanding the above, the provisions of this Section 8.5 shall not apply in the event the Executive (a) continued employment with the Company and the Bank upon a Change in Control and then (b) voluntarily resigns from the Company and the Bank effective in the thirteenth or fourteenth month following such Change in Control and (c) no Change in Control Payment had been paid to Executive in connection with the Change in Controlan ongoing business.

Non-Competition. Executive hereby acknowledges and agrees that, during (i) During the course of employment, in addition to Executive’s access to Confidential Information, Executive has become, and will become, familiar with and involved in all aspects term of the business Grantee’s service with the Company or any of its Subsidiaries or Divisions and operations for a period of twenty four (24) months following the Bank Entities. Executive hereby covenants and agrees that during Grantee’s termination of service with the Term until the earlier to occur of the date one (1) year after the Termination Date, Company or the Expiration Date its Subsidiaries or Divisions for any reason (the “Restricted Period”), Executive the Grantee will not at any time (except for the Bank Entities)not, directly or indirectly, (A) engage, participate or assist in any capacity Competing Business (as hereinafter defined), (B) enter the employ of, or render any services to, any person engaged in any Competing Business, (C) acquire a financial interest in, or otherwise become actively involved with, any person engaged in any Competing Business, whether as a proprietoran individual, ownerpartner, agentshareholder, officer, director, shareholder, organizer, partner, principal, manageragent, membertrustee or consultant, employee, contractor, consultant or otherwise): (aD) provide any advice, assistance interfere with the business relationships (whether formed before or services after the date of this Agreement) between the kind Company or nature which he provided to any of the Bank Entities its Subsidiaries or relating to business activities of the type engaged in by Divisions and any of the Bank Entities within the preceding two yearsits or their customers, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either casesuppliers, a “Competitor”) if (i) such Competitor operatesdistributors, or is planning to operateadvisors, any office, branch employees or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities and business relations. (ii) such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities during the Restricted Period; or (b) sell or solicit sales of Competitive Products to Persons within such 50 mile radius, or assist any Competitor in such sales activities. Notwithstanding any provision hereof anything to the contrarycontrary contained in this Agreement, this Section 8.5 does not restrict Executive’s right the Grantee may, directly or indirectly, own, solely as a passive investment, up to (i) own 1% of the securities of any Entity that files periodic reports with person engaged in a Competing Business provided such securities are publicly traded on a national or regional stock exchange or on the Securities and Exchange Commission under Section 13 or 15(dover-the-counter market. (iii) For purposes of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) of the outstanding securities of such company and that such ownership does not does not violate: (A) the Code of Conduct or any other policy of the Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete Agreement as of August 1, 2014 (the “Non-Compete”). Notwithstanding the abovethis Agreement, the provisions of this Section 8.5 term “Competing Business” shall not apply mean any business entity anywhere in the event the Executive (a) continued employment world that competes with the Company and the Bank upon a Change in Control and then (b) voluntarily resigns from the Company and the Bank effective and/or any of its Subsidiaries and/or Divisions in the thirteenth manufacture or fourteenth month distribution of any of its or their self-priming centrifugal, standard centrifugal, magnetic drive centrifugal, axial and mixed flow vertical turbine line shaft, submersible, high pressure booster, rotary gear, diaphragm, bellows and oscillating pump models and/or pump model systems in any one or more of the following principal market applications: construction, industrial, water and wastewater handling fields; flood control; boosting low residential water pressure; pumping refined petroleum products, including the ground refueling of aircraft; fluid control in HVAC applications; various agricultural purposes and dewatering purposes; and sprinkler back-up systems, fire hydrants, stand pipes, fog systems and deluge systems at hotels, banks, factories, airports, schools, public buildings and other such Change in Control and (c) no Change in Control Payment had been paid to Executive in connection with facilities throughout the Change in Controlworld.

Non-Competition. Executive hereby (a) Grantee acknowledges and recognizes the highly competitive nature of the businesses of the Company and its affiliates and agrees thatas follows: (i) Grantee will not, during ▇▇▇▇▇▇▇’s employment or engagement with the course of employment, in addition to Executive’s access to Confidential Information, Executive has become, Company and will become, familiar with and involved in all aspects of the business and operations of the Bank Entities. Executive hereby covenants and agrees that during the Term until twelve month period immediately following the earlier to occur termination of ▇▇▇▇▇▇▇’s engagement or employment with the date one Company for any reason (1) year after the Termination Datecollectively, or the Expiration Date (the “Competition Restricted Period”), Executive will not at accept any time employment or consulting relationship with (except for the Bank Entitiesor own or have any financial interest in)(“New Position”), directly or indirectly, any entity engaged in any capacity (whether as a proprietor, owner, agent, officer, director, shareholder, organizer, partner, principal, manager, member, employee, contractor, consultant business area in which the Company or otherwise): (a) provide any advice, assistance or services of the kind or nature which he provided to any of its Affiliates engage in business or are actively planning to engage in business (“Company Business”) during ▇▇▇▇▇▇▇’s employment or engagement with the Bank Entities Company, and in the last 24 months before ▇▇▇▇▇▇▇’s termination for employment where, in such New Position, Grantee (x) performed similar services for Company in Company Business; or relating (y) where Grantee had access or exposure to business activities confidential information about Company Business. Notwithstanding anything to the contrary in this Agreement, Grantee may, directly or indirectly own, solely as an investment, securities of the type engaged in by any of the Bank Entities within the preceding two years, to any Person who owns which are publicly traded on a national or operates a Competitive Business regional stock exchange or to any Person that is attempting to initiate or acquire a Competitive Business (in either case, a “Competitor”) on the over-the-counter market if Grantee (i) such Competitor operatesis not a controlling person of, or is planning to operatea member of a group which controls, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities such person and (ii) does not, directly or indirectly, own 5% or more of any class of securities of such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities during the Restricted Period; orPerson. (b) sell It is expressly understood and agreed that although Grantee and the Company consider the restrictions contained in Section 2 of this Appendix A to be reasonable, if a final judicial determination is made by a court of competent jurisdiction, that the time or solicit sales of Competitive Products to Persons within such 50 mile radius, or assist any Competitor in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 does not restrict Executive’s right to (i) own securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) of the outstanding securities of such company and that such ownership does not does not violate: (A) the Code of Conduct territory or any other policy of the Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete restriction contained in this Agreement as of August 1, 2014 (the “Non-Compete”). Notwithstanding the aboveis an unenforceable restriction against Grantee, the provisions of this Section 8.5 Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the event enforceability of any of the Executive (a) continued employment with the Company and the Bank upon a Change in Control and then (b) voluntarily resigns from the Company and the Bank effective in the thirteenth or fourteenth month following such Change in Control and other restrictions contained herein. (c) no Change The period of time during which the provisions of Section 2 of this Appendix A shall be in Control Payment had been paid to Executive effect shall be extended by the length of time during which Grantee is in connection with breach of the Change in Controlterms hereof as determined by any court of competent jurisdiction on the Company’s application for injunctive relief.

Non-Competition. Executive In consideration for, among other things, the Company's agreements herein and the Company's and its Subsidiaries' agreements in the Merger Agreement, and recognizing the Employee's status as an Investor in the Company pursuant to the Investment Agreement and as a stockholder of the Company, the Employee hereby acknowledges and agrees that, during any period during which the course Employee is employed by the Company, the period of employmentone year following the date of the Employee's Termination upon Retirement, in addition and/or any period during which the Employee is receiving any compensation pursuant to Executive’s access this Agreement, including, without limitation, compensation pursuant to Confidential InformationSection 5(a) and 5(b) hereof during the Initial Severance Period, Executive has becomethe Additional Severance Period, if any, and will becomeany other period during which payments are being made to the Employee pursuant to and in accordance with such Sections 5(a) and 5(b), familiar and, if the Employee's employment with and involved in all aspects of the business and operations of Company terminates pursuant to Section 4(b) (by the Bank Entities. Executive hereby covenants and agrees that Company for Cause) or Section 4(e) (by the Employee without Good Reason) hereof, then also during the Term until longer of (i) the earlier to occur period of one year commencing on the date one of such Termination of Employment, and (1ii) year after the Termination period of two years from the Closing Date, or all of which applicable periods shall automatically be extended by a period of time equal to any period in which the Expiration Date Employee is in breach of any obligations under this Section 8 (all of which applicable periods, including any such extension, the “"Restricted Period”"), Executive will the Employee shall not at any time (except for the Bank Entities)---------- ------ engage, directly or indirectlyindirectly (except as a stockholder, in director, officer, and/or employee of the Company and/or any capacity (whether of its Subsidiaries), as a proprietor, ownerequityholder, agentinvestor (except as a passive investor holding not more than 3% of the outstanding capital stock of a publicly held company), lender, partner, director, officer, director, shareholder, organizer, partner, principal, manager, member, employee, contractor, consultant or otherwise): (a) provide any advice, assistance or services of the kind or nature which he provided to any of the Bank Entities or relating to business activities of the type engaged in by any of the Bank Entities within the preceding two years, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either case, a “Competitor”) if (i) such Competitor operatesconsultant, or is planning to operaterepresentative, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities and (ii) such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities during the Restricted Period; or (b) sell or solicit sales of Competitive Products to Persons within such 50 mile radius, or assist any Competitor in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 does not restrict Executive’s right to (i) own securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) of the outstanding securities of such company and that such ownership does not does not violateother capacity: (A) in the Code manufacture of Conduct folding cartons or any other policy sleeves manufactured, at least in part, of the Bankrigid plastic, including any policy related to inside information; (B) any applicable securities law; the manufacture, design, printing or production of specialty packaging products for use in the cosmetics, entertainment (including recorded music, video, software, multimedia and electronic gaming) or tobacco markets, in each case anywhere in the world (the Employee hereby acknowledging that the Company and its Subsidiaries do such business worldwide), or (C) in any applicable standstill other business which the Company or other similar contractual obligation any of its Subsidiaries may conduct at any time during the period of the Bank. The parties have also entered into Employee's employment hereunder, anywhere that certain Non-Compete Agreement as of August 1, 2014 (the “Non-Compete”). Notwithstanding the above, the provisions of this Section 8.5 shall not apply in the event the Executive (a) continued employment with the Company and or any its Subsidiaries may conduct such business at any time during the Bank upon a Change in Control and then (b) voluntarily resigns from the Company and the Bank effective in the thirteenth or fourteenth month following term of such Change in Control and (c) no Change in Control Payment had been paid to Executive in connection with the Change in Controlnon-competition obligations.

Non-Competition. The Employer and the Covered Executive hereby acknowledges and agrees thathave jointly reviewed the tenant lists, during the course of employmentproperty submittals, in addition to Executive’s access to Confidential Informationlogs, Executive has becomebroker lists, and will become, familiar with and involved in all aspects of the business and operations of the Bank Entities. Employer, and have agreed that as an essential ingredient of and in consideration of the Covered Executive’s participation in the Plan, the Covered Executive hereby covenants and agrees that during that, except with the Term until the earlier to occur express prior written consent of the date one (1) year Employer, while the Covered Executive is employed by the Employer and for a period of 12 months after the Termination Date, or termination of the Expiration Date Covered Executive’s employment with the Employer for any reason (the “Restricted Restrictive Period”), the Covered Executive will not at directly or indirectly compete with the business of the Employer, including, but not by way of limitation, by directly or indirectly owning, managing, operating, controlling, financing, investing, or by directly or indirectly (including, but not limited to, through a joint venture) serving as an employee, officer, trustee or director of or consultant or other external advisor to a Similar Business (as defined below) (the “Non-Competition Covenant”). For purposes of this paragraph (a), a business shall be considered to be a “Similar Business” as of a particular date if it is engaged in the ownership, development, operation, management or leasing of real estate in any geographic market or submarket in which the Employer either (i) owned, developed, operated or leased, collectively, more than 1,000,000 square feet of property of the same or similar type (e.g., office, data center, industrial, residential or self-storage) as of the earliest of such date, the date of termination of the Covered Executive’s employment with the Employer or the date of a Change in Control (as defined in the Plan), or (ii) had commenced construction or agreed to acquire or manage more than 500,000 square feet of property of the same or similar type within the 12 months preceding the earliest of such date, the date of termination of the Covered Executive’s employment with the Employer or the date of a Change in Control (as defined in the Plan). If the Covered Executive violates the Non-Competition Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the full period of the Non-Competition Covenant. Accordingly, the Non-Competition Covenant shall be deemed to have the duration specified in this paragraph (except for a) computed from the Bank Entities)date the relief is granted but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Non-Competition Covenant by the Covered Executive. The foregoing Non-Competition Covenant shall not prohibit a Covered Executive from owning, directly or indirectly, in any capacity (whether as capital stock or similar securities which are listed on a proprietor, owner, agent, officer, director, shareholder, organizer, partner, principal, manager, member, employee, contractor, consultant or otherwise): (a) provide any advice, assistance or services of the kind or nature securities exchange which he provided to any of the Bank Entities or relating to business activities of the type engaged in by any of the Bank Entities within the preceding two years, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either case, a “Competitor”) if (i) such Competitor operates, or is planning to operate, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities and (ii) such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities during the Restricted Period; or (b) sell or solicit sales of Competitive Products to Persons within such 50 mile radius, or assist any Competitor in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 does do not restrict Executive’s right to (i) own securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less represent more than two five percent (25%) of the outstanding securities capital stock of such company and that such ownership does not does not violate: (A) the Code of Conduct or any other policy of the Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete Agreement as of August 1, 2014 (the “Non-Compete”). Notwithstanding the above, the provisions of this Section 8.5 shall not apply in the event the Executive (a) continued employment with the Company and the Bank upon a Change in Control and then (b) voluntarily resigns from the Company and the Bank effective in the thirteenth or fourteenth month following such Change in Control and (c) no Change in Control Payment had been paid to Executive in connection with the Change in Controlcorporation.

Non-Competition. Executive hereby acknowledges During the Employment Period, and agrees thatfollowing termination of the Executive’s employment with the Company, Holdco and any of their affiliates, during the course “Restriction Period” (as hereinafter defined), the Executive shall not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of employmentpersonal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in addition to Executive’s access to Confidential Information, Executive has become, and will become, familiar any business which is in competition with and involved in all aspects any business of the Company, Holdco or any of their respective subsidiaries or controlled affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or controlled affiliates operate, compete or are engaged in such business and operations or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the Bank Entities. Executive hereby covenants and agrees consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that during the Term until the earlier to occur are in competition with any business of the date one Company or any of its subsidiaries or controlled affiliates (1a “Competitive Business”) year after and (ii) the Termination Date, or the Expiration Date (the “Restricted Period”), Executive will not at any time (except for the Bank Entities)does not, directly or indirectly, in participate in, become associated with, or otherwise have responsibilities that relate to the conduct or operations of, any capacity (Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such person . For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as a proprietor, owner, agent, an officer, director, shareholder, organizeremployee, partner, principalsole proprietor, managertrustee, memberbeneficiary, employeeagent, representative, independent contractor, consultant consultant, advisor, provider of personal services, creditor, or otherwise): owner (a) provide any advice, assistance or services other than by ownership of less than five percent of the kind stock of a publicly-held corporation whose stock is traded on a national securities exchange or nature which he provided to any of the Bank Entities or relating to business activities of the type engaged in by any of the Bank Entities within the preceding two years, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either case, a “Competitor”) if (i) such Competitor operates, or is planning to operate, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities and (ii) such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities during the Restricted Period; or (b) sell or solicit sales of Competitive Products to Persons within such 50 mile radius, or assist any Competitor in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 does not restrict Executive’s right to (i) own securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) of the outstanding securities of such company and that such ownership does not does not violate: (A) the Code of Conduct or any other policy of the Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Nonan over-Compete Agreement as of August 1, 2014 (the “Nonthe-Compete”counter market). Notwithstanding the above, the provisions of this Section 8.5 shall not apply in the event the Executive (a) continued employment with the Company and the Bank upon a Change in Control and then (b) voluntarily resigns from the Company and the Bank effective in the thirteenth or fourteenth month following such Change in Control and (c) no Change in Control Payment had been paid to Executive in connection with the Change in Control.

Non-Competition. (a) The Executive hereby acknowledges and agrees that, during that in the course of employment, in addition to Executive’s access to Confidential Information, Executive has becomehis employment with the Company he will become familiar with trade secrets and customer lists of, and other confidential information concerning, the Company and its subsidiaries, affiliates and clients and that his services have been and will becomebe of special, familiar with unique and involved in all aspects of extraordinary value to the business and operations of the Bank Entities. Company. (b) The Executive hereby covenants and agrees that during for so long as he is employed by the Term until Company and for a period of one year following the earlier to occur Date of the date one (1) year after the Termination Date, or the Expiration Date (the “Restricted Noncompetition Period”)) he shall not, Executive will not at without the express consent of the Board, in any time (except for the Bank Entities)manner, directly or indirectly, in through any capacity (whether person, firm, corporation or enterprise, alone or as a proprietor, owner, agent, member of a partnership or as an officer, director, shareholderstockholder, organizerinvestor or employee of or advisor or consultant to any person, partnerfirm, principal, manager, member, employee, contractor, consultant corporation or enterprise or otherwise):, engage or be engaged, or assist any other person, firm, corporation or enterprise in engaging or being engaged, in any business being conducted by the Company or any of its subsidiaries or affiliates as of the Date of Termination in any geographic area in which the Company or any of its subsidiaries or affiliates is then conducting such business. (ac) provide any advice, assistance or services of Nothing in this Section 7 shall prohibit the kind or nature which he provided to any of the Bank Entities or relating to business activities of the type engaged in by any of the Bank Entities within the preceding two years, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either case, a “Competitor”) if Executive from being (i) a stockholder in a mutual fund or a diversified investment company or (ii) a passive owner of not more than two percent of the outstanding publicly-traded common stock of any corporation so long as the Executive has no active participation in the business of such Competitor operatescorporation. (d) If, at any time of enforcement of this Section 7, a court or an arbitrator holds that the restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. (e) In the event that any provision of this Section 7 is not performed in accordance with its terms or is planning to operateotherwise breached, any office(i) the Company’s obligations under Sections 6 and 9 hereof shall thereupon cease, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities and (ii) such Branch competes or will compete with the products or services offered or planned Executive shall immediately repay to be offered by the Bank Entities during Company all amounts theretofore paid to, and the Restricted Period; orvalue of all benefits theretofore received by, the Executive and the Executive’s family pursuant to Sections 6 and 9 hereof. (bf) sell or solicit sales of Competitive Products to Persons within such 50 mile radius, or assist any Competitor The Executive acknowledges that the Company would be damaged irreparably in such sales activities. Notwithstanding the event that any provision hereof to the contrary, this Section 8.5 does not restrict Executive’s right to (i) own securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) of the outstanding securities of such company and that such ownership does not does not violate: (A) the Code of Conduct or any other policy of the Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete Agreement as of August 1, 2014 (the “Non-Compete”). Notwithstanding the above, the provisions of this Section 8.5 shall 7 or Section 10 hereof were not apply performed in the event accordance with its terms or were otherwise breached and that money damages would be an inadequate remedy for any such nonperformance or breach. Accordingly, the Executive (a) continued employment with agrees that the Company and its successors and permitted assigns shall be entitled, in addition to other rights and remedies existing in their favor, to an injunction or injunctions to prevent any breach or threatened breach of any of such provisions and to enforce such provisions specifically (without posting a bond or other security). The Executive agrees that the Bank upon a Change Executive will submit to the personal jurisdiction of the courts of the State of Michigan in Control and then (b) voluntarily resigns from any action by the Company and the Bank effective in the thirteenth to obtain injunctive or fourteenth month following such Change in Control and (c) no Change in Control Payment had been paid to Executive in connection with the Change in Controlother relief contemplated by this Section 7.

Non-Competition. (a) The Executive hereby further acknowledges and agrees that, during that in the course of employmentemployment the Executive will be assigned duties that will give the Executive knowledge of confidential and proprietary information which relates to the conduct and details of the Corporation’s business including the Corporation’s customers and marketing programs and which may result in irreparable injury to the Corporation if the Executive could enter into the employment of a business which is the same as or similar to and which is competitive to the Business (as Business is hereinafter defined) of the Corporation. The Executive agrees with, in addition to and for the benefit of, the Corporation that the Executive shall not without the prior written approval of the Board of Directors of the Corporation during the term of the Executive’s access to Confidential Information, Executive has become, and will become, familiar employment with and involved in all aspects the Corporation or at any time within the period of the business and operations of the Bank Entities. Executive hereby covenants and agrees that during the Term until the earlier to occur of the date one (1) year after following the Termination Datedate of cessation of the Executive’s employment with the Corporation, however caused, either as an individual or the Expiration Date (the “Restricted Period”)as a partner or joint venturer or otherwise in conjunction with any person or persons, Executive will not at firm, association, syndicate, company or corporation, as principal, agent, consultant, director, officer, employee, investor or in any time (except for the Bank Entities)other manner whatsoever, directly or indirectly, carry on, be engaged in, be interested in, or be concerned with, or permit the Executive’s name or any part thereof to be used or employed by any such person or persons, firm, association, syndicate, company or corporation, carrying on, engaged in, interested in any capacity (whether or concerned with, a business which is the same as a proprietor, owner, agent, officer, director, shareholder, organizer, partner, principal, manager, member, employee, contractor, consultant or otherwise): (a) provide any advice, assistance or services similar to the business conducted by the Corporation as at the date of cessation of the kind or nature which he provided to any of Executive’s employment (the Bank Entities or relating to business activities of the type engaged in by any of the Bank Entities within the preceding two years, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either case, a “CompetitorBusiness”) if (i) such Competitor operates, within Canada and the United States or is planning to operate, any office, branch or other facility (anywhere in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities and (ii) such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities during the Restricted Period; orworld. (b) sell The Executive has the right to request the Corporation in advance for its agreement that a proposed business or solicit sales position is not prohibited within the terms of Competitive Products to Persons within such 50 mile radius, or assist any Competitor in such sales activitiesthis Agreement. Notwithstanding any provision hereof If the Executive receives written acknowledgment by the Corporation that the Corporation does not object to the contrary, this Section 8.5 does not restrict Executive’s right participation in any proposed business or position, then the Executive shall be allowed to so participate. (ic) own This Article shall not prevent the Executive from purchasing as a passive investor up to 2% of the outstanding publicly traded shares or other securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) class of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) of the outstanding securities of such company and that such ownership does not does not violate: (A) the Code of Conduct or any other policy of the Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete Agreement as of August 1, 2014 (the “Non-Compete”). Notwithstanding the above, the provisions of this Section 8.5 shall not apply in the event the Executive (a) continued employment with the Company and the Bank upon an issuer listed on a Change in Control and then (b) voluntarily resigns from the Company and the Bank effective in the thirteenth or fourteenth month following such Change in Control and (c) no Change in Control Payment had been paid to Executive in connection with the Change in Controlrecognized stock exchange.

Non-Competition. The Executive hereby acknowledges and agrees that, in the event of a termination of the Executive’s employment prior to the occurrence of a Change in Control, the Executive shall not, at any time during the course 6 month period beginning on the Date of employment, in addition to Executive’s access to Confidential Information, Executive has become, and will become, familiar with and involved in all aspects of the business and operations of the Bank Entities. Executive hereby covenants and agrees that during the Term until the earlier to occur of the date one (1) year after the Termination Date, or the Expiration Date (the “Restricted Period”), Executive will not at any time (except for the Bank Entities), directly or indirectlyindirectly engage in, in have any capacity equity interest in, or manage or operate any Person, firm, corporation, partnership, business or entity (whether as a proprietordirector, ownerofficer, employee, agent, officer, director, shareholder, organizerrepresentative, partner, principal, manager, member, employee, contractorsecurity holder, consultant or otherwise): ) that engages in, in the Restricted Area (aeither directly or through any subsidiary or Affiliate thereof), any business or activity (i) provide any advicein the Business, assistance or services (ii) that otherwise competes with the business of the kind Company or nature any entity owned by the Company or (iii) with respect to which he provided to the Company or any entity owned by the Company has taken Active Steps at any time during the twelve (12) month period immediately before the Date of the Bank Entities Termination (any such business or relating to business activities of the type engaged in by any of the Bank Entities within the preceding two years, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either caseactivity, a “CompetitorRestricted Business”). Notwithstanding the foregoing, the Executive shall be permitted to acquire a passive stock or equity interest in a Restricted Business; provided that such stock or other equity interest acquired is not more than five percent (5%) if of the outstanding interest in such Restricted Business. For purposes of this Agreement, “Restricted Area” means (i) such Competitor operatesthe United States, Canada or is planning to operateany territory of either of the foregoing, (ii) any officeother location where the Company or any of its direct or indirect subsidiaries engages in business or (iii) any other location where the Company or any of its direct or indirect subsidiaries has taken Active Steps at any time during the twelve (12) month period immediately before the Date of Termination. For purposes of this Agreement, branch “Business” shall mean (i) the business of acquisition, development, construction and/or origination, financing, management and disposition of distributed (including, without limitation, residential, commercial, community solar and industrial) solar energy production and storage equipment and related leases, loans or other facility (in any case, a “Branch”) that is (financing instruments or is proposed to be) located within a fifty (50) mile radius of arrangements and the Bank’s headquarters actions and transactions related or any Branch of the Bank Entities ancillary thereto and (ii) such Branch competes other lines of business in which the Company or will compete with the products or services offered or planned to be offered any entity owned by the Bank Entities during Company are materially engaged on the Restricted Period; or (b) sell or solicit sales date of Competitive Products to Persons within such 50 mile radius, or assist any Competitor in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 does not restrict Executive’s right to (i) own securities Date of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) of the outstanding securities of such company and that such ownership does not does not violate: (A) the Code of Conduct or any other policy of the Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete Agreement as of August 1, 2014 (the “Non-Compete”). Notwithstanding the above, the provisions of this Section 8.5 shall not apply in the event the Executive (a) continued employment with the Company and the Bank upon a Change in Control and then (b) voluntarily resigns from the Company and the Bank effective in the thirteenth or fourteenth month following such Change in Control and (c) no Change in Control Payment had been paid to Executive in connection with the Change in ControlTermination.

Non-Competition. Executive hereby (a) The Optionee acknowledges and agrees that, during recognizes the course of employment, in addition to Executive’s access to Confidential Information, Executive has become, and will become, familiar with and involved in all aspects highly competitive nature of the business and operations of the Bank Entities. Executive hereby covenants Company and its Affiliates and accordingly agrees that during the Term until the earlier to occur term of the date one (1) year Optionee’s employment and for a period of two years after the Termination Date, or the Expiration Date termination thereof: (the “Restricted Period”), Executive i) The Optionee will not at any time (except for the Bank Entities), directly or indirectly, indirectly engage in any capacity (whether business which is in competition with any line of business conducted by the Company or any of its Affiliates, including, but not limited to, where such engagement is as a proprietor, owner, agent, an officer, director, shareholderproprietor, organizeremployee, partner, principalinvestor (other than as a holder of less than 1% of the outstanding capital stock of a publicly traded corporation), managerconsultant, memberadvisor, employeeagent or sales representative, contractor, consultant in any geographic region in which the Company or otherwise):any of its Affiliates conducted any such competing line of business; (aii) provide The Optionee will not perform or solicit the performance of services for any advice, assistance customer or services client of the kind Company or nature any of its Affiliates; (iii) The Optionee will not directly or indirectly induce any employee of the Company or any of its Affiliates to (1) engage in any activity or conduct which he provided is prohibited pursuant to this subparagraph 9(a), or (2) terminate such employee’s employment with the Company or any of its Affiliates. Moreover, the Optionee will not directly or indirectly employ or offer employment (in connection with any business which is in competition with any line of business conducted by the Company or any of its Affiliates) to any person who was employed by the Company or any of its Affiliates unless such person shall have ceased to be employed by the Company or any of its Affiliates for a period of at least 12 months; and (iv) The Optionee will not directly or indirectly assist others in engaging in any of the Bank Entities or relating to business activities of the type engaged in by any of the Bank Entities within the preceding two yearsactivities, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either case, a “Competitor”) if which are prohibited under subparagraphs (i) such Competitor operates, or is planning to operate, any office, branch or other facility - (in any case, a “Branch”iii) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities and (ii) such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities during the Restricted Period; orabove. (b) sell or solicit sales of Competitive Products to Persons within such 50 mile radius, or assist any Competitor It is expressly understood and agreed that although the Optionee and the Company consider the restrictions contained in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 does not restrict Executive’s right 9 to (i) own securities be reasonable, if a final judicial determination is made by a court of any Entity competent jurisdiction that files periodic reports with the Securities and Exchange Commission under Section 13 time or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) of the outstanding securities of such company and that such ownership does not does not violate: (A) the Code of Conduct territory or any other policy of restriction contained in this Agreement is an unenforceable restriction against the Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete Agreement as of August 1, 2014 (the “Non-Compete”). Notwithstanding the aboveOptionee, the provisions of this Section 8.5 Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the event enforceability of any of the Executive (a) continued employment with the Company and the Bank upon a Change in Control and then (b) voluntarily resigns from the Company and the Bank effective in the thirteenth or fourteenth month following such Change in Control and (c) no Change in Control Payment had been paid to Executive in connection with the Change in Controlother restrictions contained herein.

Non-Competition. Executive hereby acknowledges and agrees that, during the course of employment, in addition to Executive’s access to Confidential Information, Executive has become, and will become, familiar with and involved in all aspects of the business and operations of the Bank Entities. Executive hereby The Grantee covenants and agrees that during the Term until Grantee’s Employment and for a period of twelve (12) months (and such period shall be tolled on a day-to-day basis for each day during which the earlier to occur Grantee participates in any activity in violation of the date one (1restrictions set forth in this Section 10(a)) year after following the Termination Datetermination of the Grantee’s Employment, whether such termination occurs at the insistence of the Company or its Affiliates or the Expiration Date Grantee (the “Restricted Period”for whatever reason), Executive the Grantee will not at any time (except for the Bank Entities)not, directly or indirectly, alone or in any capacity association with others, anywhere in the Territory (whether as a proprietordefined below), ownerown, agentmanage, operate, control or participate in the ownership, management, operation or control of, or be connected as an officer, employee, investor, principal, joint venturer, shareholder, partner, director, shareholderconsultant, organizeragent or otherwise with, partneror have any financial interest (through stock or other equity ownership, principalinvestment of capital, manager, member, employee, contractor, consultant the lending of money or otherwise): (a) provide in, any advicebusiness, assistance venture or services activity that directly or indirectly competes, or is in planning, or has undertaken any preparation, to compete, with the Business of the kind Company or nature which he provided to any of the Bank Entities or relating to business activities of the type engaged in by any of the Bank Entities within the preceding two years, to its Immediate Affiliates (any Person who owns engages in any such business venture or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either caseactivity, a “Competitor”) if (i) such Competitor operates), or is planning to operate, any office, branch or other facility (except that nothing contained in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities and (ii) such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities during the Restricted Period; or (b) sell or solicit sales of Competitive Products to Persons within such 50 mile radius, or assist any Competitor in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 does not restrict Executive10(a) shall prevent the Grantee’s right to (i) own securities wholly passive ownership of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) or less of the outstanding equity securities of such company and any Competitor that such ownership does not does not violate: (A) the Code of Conduct or any other policy of the Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bankis a publicly-traded company. The parties have also entered into that certain Non-Compete Agreement as of August 1, 2014 (the “Non-Compete”). Notwithstanding the above, the provisions For purposes of this Section 8.5 10(a), the “Business of the Company or any of its Immediate Affiliates” is that of arts and crafts, or framing specialty retailer or wholesaler providing materials, ideas and education for creative activities, or framing, as well as any other business that the Company or any of its Immediate Affiliates conducts or is actively planning to conduct at any time during the Grantee’s Employment, or with respect to the Grantee’s obligations following the termination of the Grantee’s Employment the twelve (12) months immediately preceding the termination of the Grantee’s Employment; provided, that the term “Competitor” shall not apply in include any business, venture or activity whose gross receipts derived from the event the Executive retail or wholesale sale of arts and crafts, or framing products and services (a) continued employment aggregated with the Company and the Bank upon a Change in Control and then (b) voluntarily resigns gross receipts derived from the retail and wholesale sale of such products or any related business, venture or activity) are less than ten percent (10%) of the aggregate gross receipts of such businesses, ventures or activities. For purposes of this Section 10(a), the “Territory” is comprised of those states within the United States, those provinces of Canada, and any other geographic area in which the Company and or any of its Immediate Affiliates was doing business or actively planning to do business at any time during the Bank effective in Grantee’s Employment, or with respect to the thirteenth Grantee’s obligations following his or fourteenth month following her termination of Employment the twelve (12) months immediately preceding the termination of the Grantee’s Employment. For purposes of this Section, “Immediate Affiliates” means those Affiliates which are one of the following: (i) a direct or indirect subsidiary of the Company, (ii) a parent to the Company or (iii) a direct or indirect subsidiary of such Change in Control and (c) no Change in Control Payment had been paid to Executive in connection with the Change in Controla parent.

Non-Competition. Executive hereby acknowledges During the Employment Period and agrees that, during the course after termination of employment, in addition to Executive’s access to Confidential Informationemployment hereunder, whether or not such termination is without Cause or for Good Reason, Executive has become, and will become, familiar with and shall not be involved in all aspects of the business and operations of Restricted Business Activities, as defined below, for the Bank Entities. Executive hereby covenants and agrees that during the Term until the earlier to occur of period ending twelve (12) months after the date one (1) year after the Termination Date, or the Expiration Date of termination of Executive’s employment (the “Restricted Non-compete Period”)) provided that the Company has not otherwise breached its obligations under the Agreement. As used in this Agreement, the term “Restricted Business Activities” shall mean any business which markets and sells to customers of a class or category to which FGX Holdings or any of its subsidiaries, markets and sells at the time Executive’s employment terminated products or services marketed and sold by FGX Holdings or any of its subsidiaries at such time or products or services which at such time FGX Holdings or any of its subsidiaries was actively considering marketing and selling to such customers. During the Non-compete Period, Executive will not at any time (except for shall not, without the Bank Entities)written approval of the Company, directly or indirectly, in any capacity (whether either as a proprietor, owner, agent, officer, director, shareholder, organizeran individual, partner, principaljoint venturer, manageremployee or agent for any person, membercompany, employeecorporation or association, contractoror as an officer, consultant director or stockholder of a corporation or otherwise): , enter into or engage in or have a proprietary interest in the Restricted Business Activities other than the ownership of (a) provide any advice, assistance or services the stock of the kind or nature which he provided to any of the Bank Entities or relating to business activities of the type engaged in Company then held by any of the Bank Entities within the preceding two yearsExecutive, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either case, a “Competitor”) if (i) such Competitor operates, or is planning to operate, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities and (ii) such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities during the Restricted Period; or (b) sell or solicit sales of Competitive Products to Persons within such 50 mile radius, or assist any Competitor in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 does not restrict Executive’s right to (i) own securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less no more than two five percent (25%) of the outstanding securities of such company any other publicly-held company. Notwithstanding the foregoing, for so long as a majority of the issued and that such ownership does not does not violate: outstanding capital stock of the Company is owned directly or indirectly by Berggruen Holdings, Limited or one or more of its affiliates or a representative of Berggruen Holdings, Limited or one or more of its affiliates is on the Board (A) the Code of Conduct or any other policy entity owning a majority of the Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation issued and outstanding shares of the Bank. The parties Company, whether directly or indirectly), the Company shall have also entered into that certain the right to extend the Non-Compete Agreement as compete Period for an additional six (6) months for a total of August 1, 2014 eighteen (18) months (the “Non-Competecompete Extension”)) by delivering to Executive written notice of such decision prior to termination of the original twelve (12) month Non-compete Period. Notwithstanding the above, the provisions Executive recognizes and agrees that because a violation by him of his obligations under this Section 8.5 shall not apply 9 will cause irreparable harm to FGX Holdings or any of its subsidiaries that would be difficult to quantify and for which money damages would be inadequate, any party included in the event definition of FGX Holdings or any of its subsidiaries shall have the right to injunctive relief to prevent or restrain any such violation, without the necessity of posting a bond. The Non-compete Period will be extended by the duration of any violation by Executive (a) continued employment with of any of his obligations under this Section 9. Executive expressly agrees that the character, duration and scope of his obligations under this Section 9 are reasonable in light of the circumstances as they exist at the date upon which this Agreement has been executed. However, should a determination nonetheless be made by a court of competent jurisdiction at a later date that the character, duration or geographical scope of such obligations is unreasonable in light of the circumstances as they then exist, then it is the intention of both Executive and the Company that Executive’s obligations under this Section 9 shall be construed by the court in such a manner as to impose only those restrictions on the conduct of Executive which are reasonable in light of the circumstances as they then exist and the Bank upon a Change in Control and then (b) voluntarily resigns from necessary to assure the Company and of the Bank effective in the thirteenth or fourteenth month following such Change in Control and (c) no Change in Control Payment had been paid to Executive in connection with the Change in Controlintended benefit of Executive’s obligations under this Section 9.

Non-Competition. At all times while the Executive hereby acknowledges is employed by the Company and agrees that, during for a twelve (12) month period after the course of employment, in addition to Executive’s access to Confidential Information, Executive has become, and will become, familiar with and involved in all aspects termination of the business and operations of Executive's employment with the Bank Entities. Company for any reason, the Executive hereby covenants and agrees that during the Term until the earlier to occur of the date one (1) year after the Termination Date, or the Expiration Date (the “Restricted Period”), Executive will not at any time (except for the Bank Entities)shall not, directly or indirectly, engage in or have any interest in any capacity sole proprietorship, partnership, corporation or business or any other person or entity (whether as a proprietor, owner, agentan employee, officer, director, shareholder, organizer, partner, principalagent, managersecurity holder, member, employee, contractorcreditor, consultant or otherwise): ) that directly or indirectly (aor through any affiliated entity) provide any advice, assistance or services engages in a Competitive Business; provided that such provision shall not apply to the Executive's ownership of Common Stock of the kind Company or nature which he provided to any of the Bank Entities or relating to business activities of the type engaged in by any of the Bank Entities within the preceding two years, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either case, a “Competitor”) if (i) such Competitor operates, or is planning to operate, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities and (ii) such Branch competes or will compete with the products or services offered or planned to be offered acquisition by the Bank Entities during the Restricted Period; or (b) sell or solicit sales Executive, solely as an investment, of Competitive Products to Persons within such 50 mile radius, or assist any Competitor in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 does not restrict Executive’s right to (i) own securities of any Entity issuer that files periodic reports with the Securities and Exchange Commission is registered under Section 13 12(b) or 15(d12(g) of the Securities Exchange Act of 1934, as amended; provided , and that Executive’s total ownership constitutes less are listed or admitted for trading on any United States national securities exchange or that are quoted on the National Association of Securities Dealers Automated Quotations System, or any similar system or automated dissemination of quotations of securities prices in common use, so long as the Executive does not control, acquire a controlling interest in or become a member of a group which exercises direct or indirect control or, more than two five percent of any class of capital stock of such corporation. For these purposes, "Competitive Business" shall mean the marketing of any Restricted Product to any Restricted Class of Accounts. For purposes of this Agreement, "Restricted Product" means butter toffees, tea biscuits, wafers or any item from which the Company derives more than thirty percent (230%) of its net sales, as defined in Section 3.1 hereof, for any fiscal year of the Company during the term of this Agreement. For purposes of this Agreement, "Restricted Class of Accounts" shall mean, with respect to any Restricted Product, any of the following classes of accounts if more than thirty percent (30%) of the outstanding securities Company's net sales from the Restricted Product for any fiscal year during the term of such company and this Agreement are derived from sales to that such ownership does not does not violateclass of account: (A1) the Code of Conduct or any other policy of the Bank, including any policy related to inside informationmass merchandisers; (B2) any applicable securities lawdollar stores; or (C3) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete Agreement as of August 1, 2014 groceries; (the “Non-Compete”). Notwithstanding the above, the provisions of this Section 8.5 shall not apply in the event the Executive 4) grocery wholesalers; (a5) continued employment with the Company candy and the Bank upon a Change in Control and then tobacco jobbers; (b6) voluntarily resigns from the Company and the Bank effective in the thirteenth or fourteenth month following such Change in Control gift baskets; (7) specialty food distributors; (8) food distributors; (9) vending operators; and (c) no Change in Control Payment had been paid to Executive in connection with the Change in Control.10)

Non-Competition. Executive hereby The Employee acknowledges that the Employee (a) will perform services of a unique nature for the Company Group that are irreplaceable, and agrees thatthat the Employee’s performance of such services to a competing business will result in irreparable harm to the Company Group, (b) will have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company Group, (c) would inevitably use or disclose such Confidential Information in the course of the Employee’s employment by a competitor, (d) will have access to the customers of the Company Group, (e) will receive specialized training from the Company Group, and (f) will generate goodwill for the Company Group in the course of the Employee’s employment. Accordingly, during the course Employment Term and for a period of employment12 months immediately thereafter, in addition to Executive’s access to Confidential Information, Executive has become, and will become, familiar with and involved in all aspects of the business and operations of the Bank Entities. Executive hereby covenants and Employee agrees that during the Term until the earlier to occur of the date one (1) year after the Termination Date, or the Expiration Date (the “Restricted Period”), Executive Employee will not at any time (except for the Bank Entities)not, directly or indirectly, other than through the Company, engage or participate (or prepare to engage or participate), in any capacity (manner, whether as a proprietordirectly or indirectly through an employee, owneremployer, consultant, agent, principal, partner, more than 1% shareholder, officer, director, shareholderlicensor, organizerlender, partnerlessor or in any other individual or representative capacity, principal, manager, member, employee, contractor, consultant in any business or otherwise): (a) provide any advice, assistance or services activity which is in competition with the business of the kind Company Group in the leasing, acquiring, exploring or nature which he provided producing hydrocarbons and related products within the boundaries of, or within a ten-mile radius of the boundaries of, any mineral property interest of any member of the Company Group (including, without limitation, a mineral lease, overriding royalty interest, production payment, net profits interest, mineral fee interest or option or right to acquire any of the Bank Entities foregoing, or relating an area of mutual interest as designated pursuant to business activities contractual agreements between any member of the type engaged in by Company Group and any third party), or any other property on which any of the Bank Entities within Company Group has an option, right, license or authority to conduct or direct exploratory activities, such as three-dimensional seismic acquisition or other seismic, geophysical and geochemical activities (but not including any preliminary geological mapping), provided that the preceding two yearsforegoing will not restrict the Employee from obtaining post-termination employment with an entity that only has de minimis operations in the restricted territory (as determined by the Board in good faith); provided that, to any Person who owns or operates this Section 7.4 will not preclude the Employee from making passive investments in securities of oil and gas companies which are registered on a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either casenational stock exchange, a “Competitor”) if (i) the aggregate amount owned by the Employee and Employee’s spouse and children, if any, does not exceed 1% of such Competitor operatescompany’s outstanding securities, or is planning to operate, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities and (ii) the aggregate amount invested in such Branch competes or will compete with the products or services offered or planned to be offered investments by the Bank Entities during the Restricted Period; or (b) sell or solicit sales of Competitive Products to Persons within such 50 mile radius, or assist any Competitor in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 Employee and Employee’s spouse and children does not restrict Executive’s right to (i) own securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) of the outstanding securities of such company and that such ownership does not does not violate: (A) the Code of Conduct or any other policy of the Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete Agreement as of August 1, 2014 (the “Non-Compete”). Notwithstanding the above, the provisions of this Section 8.5 shall not apply in the event the Executive (a) continued employment with the Company and the Bank upon a Change in Control and then (b) voluntarily resigns from the Company and the Bank effective in the thirteenth or fourteenth month following such Change in Control and (c) no Change in Control Payment had been paid to Executive in connection with the Change in Controlexceed $1,000,000.

Non-Competition. Executive hereby acknowledges and agrees that, during the course of employment, in addition to Executive’s access to Confidential Information, Executive has becomeWHL shall not, and will becomeshall not permit any of its subsidiaries, familiar with for so long as it or any of its subsidiaries is the Advisor (as defined in the Advisory Agreement, dated July 1, 1996, as amended, between the Company and involved the Advisor) and the Manager (as defined in all aspects the Management Agreements, dated July 1, 1996, as amended, between the Company, the Manager and the Centers) of the business and operations of the Bank Entities. Executive hereby covenants and agrees that during the Term until the earlier to occur of the date one (1) year after the Termination Date, or the Expiration Date (the “Restricted Period”), Executive will not at any time (except for the Bank Entities)Centers, directly or indirectly, to acquire any ownership interest in shopping center properties or power centers in the United States (a "Competitive Business") or own an interest in, as a partner, member, stockholder, co-venturer or otherwise, any corporation, company, partnership, firm, association, enterprise or other entity that owns any ownership interest in a Competitive Business, PROVIDED that nothing contained in this Section 4 shall prohibit or restrain WHL or any of its subsidiaries or Affiliates from (a) owning the interests it currently holds in Garden State Plaza, (b) acquiring shares of capital stock or other equity interests in any capacity (whether entity where such shares or interests represent a minority interest of 5% or less of such entity's outstanding capital stock or equity interests, PROVIDED that such entity is not controlled by WHL or any such subsidiary and employees of the Westfield Group do not serve as a proprietor, owner, agent, an executive officer, director, shareholdermanager or advisor to such entity, organizer, partner, principal, manager, member, employee, contractor, consultant or otherwise): (a) provide any advice, assistance or services of the kind or nature which he provided to any of the Bank Entities or relating to business activities of the type engaged in by any of the Bank Entities within the preceding two years, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either case, a “Competitor”) if (i) such Competitor operates, or is planning to operate, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities and (ii) such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities during the Restricted Period; or (b) sell or solicit sales of Competitive Products to Persons within such 50 mile radius, or assist any Competitor in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 does not restrict Executive’s right to (i) own securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) of the outstanding securities of such company and that such ownership does not does not violate: (A) the Code of Conduct or any other policy of the Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete Agreement as of August 1, 2014 (the “Non-Compete”). Notwithstanding the above, the provisions of this Section 8.5 shall not apply in the event the Executive (a) continued employment with the Company and the Bank upon a Change in Control and then (b) voluntarily resigns from the Company and the Bank effective in the thirteenth or fourteenth month following such Change in Control and (c) no Change acquiring indebtedness of any person, (d) acquiring by asset purchase, stock purchase, merger, consolidation or otherwise of any corporation, partnership or other business entity partially engaged in Control Payment had been paid the Competitive Business, PROVIDED that such activities relating to Executive the Competitive Business do not exceed 5% of the revenues or net equity of such entity or such entity disposes of such Competitive Business within one year of such acquisition, or (e) acquiring any interest in connection with airport projects or the Change in Controlretail portions thereof.

Non-Competition. (i) During the Non-Compete Period, the Executive hereby acknowledges and agrees that, during the course of employment, in addition to Executive’s access to Confidential Information, Executive has become, and will become, familiar with and involved in all aspects of the business and operations of the Bank Entities. Executive hereby covenants and agrees that during the Term until the earlier to occur of the date one (1) year after the Termination Date, or the Expiration Date (the “Restricted Period”), Executive will not at any time (except for the Bank Entities)shall not, directly or indirectly, (A) solicit or encourage any client or customer of the Employer or a Company Affiliate, or any person or entity who was a client or customer within 180 days prior to Executive’s action to terminate, reduce or alter in a manner adverse to the Employer, any capacity existing business arrangements with the Employer or a Company Affiliate or to transfer existing business from the Employer or a Company Affiliate to any other person or entity, (whether as a proprietor, owner, agent, officer, director, shareholder, organizer, partner, principal, manager, member, employee, contractor, consultant or otherwise): (aB) provide any advice, assistance or services of anywhere in the kind or nature which he provided United States to any of the Bank Entities or relating to business activities of the type engaged in by any of the Bank Entities within the preceding two years, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either case, a “Competitor”) entity if (i) during the preceding 12 months more than 5% of the revenues of such Competitor operates, or entity and its affiliates is planning to operate, derived from any office, branch or other facility business from which the Employer derived more than 5% of its revenue during such period (in any case, a “BranchMaterial Business”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities and (ii) such Branch competes or will compete with the products or services offered or planned to be offered provided by the Bank Entities during Executive are competitive with a Material Business and substantially similar to those previously provided by the Restricted PeriodExecutive to a Material Business; or (bprovided, however, that following a Change in Control this Section 7(d)(i)(B)(i) sell or solicit sales of Competitive Products to Persons within such 50 mile radius, or assist any Competitor in such sales activities. Notwithstanding any provision hereof shall not apply to the contraryExecutive, this Section 8.5 does not restrict Executive’s right to (i) own securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) of the outstanding securities of such company and that such ownership does not does not violate: (A) the Code of Conduct or any other policy of the Bank, including any policy related to inside information; (B) any applicable securities law; or (C) own an interest in any applicable standstill or other similar contractual obligation entity described in subsection (B)(i) immediately above; provided, however, that Executive may own, as a passive investor, securities of any such entity that has outstanding publicly traded securities so long as his direct holdings in any such entity shall not in the aggregate constitute more than 5% of the Bankvoting power of such entity. For purposes of this Section 7(d), a “client or customer” shall be limited to any actual borrower of the Employer (as set forth in the Employer’s CAM or substantially similar successor or related system) and any other entity in the “term sheet issued,” “term sheet executed” or “credit committee approved” categories listed in the Employer’s DealTracker or substantially similar successor or related system. The parties have also entered into that certain Executive agrees that, before providing services, whether as an employee or consultant, to any entity during the Non-Compete Agreement as of August 1Period, 2014 (the “Non-Compete”). Notwithstanding the above, the provisions he will provide a copy of this Section 8.5 Agreement to such entity, and such entity shall not apply acknowledge to the Employer in writing that it has read this Agreement. The Executive acknowledges that this covenant has a unique, very substantial and immeasurable value to the Employer, that the Executive has sufficient assets and skills to provide a livelihood for the Executive while such covenant remains in force and that, as a result of the foregoing, in the event that the Executive breaches such covenant, monetary damages would be an insufficient remedy for the Employer and equitable enforcement of the covenant would be proper. (aii) continued employment with If the Company restrictions contained in Section 7(d)(i) shall be determined by any court of competent jurisdiction to be unenforceable by reason of their extending for too great a period of time or over too great a geographical area or by reason of their being too extensive in any other respect, Section 7(d)(i) shall be modified to be effective for the maximum period of time for which it may be enforceable and over the Bank upon a Change maximum geographical area as to which it may be enforceable and to the maximum extent in Control and then (b) voluntarily resigns from the Company and the Bank effective in the thirteenth or fourteenth month following such Change in Control and (c) no Change in Control Payment had been paid all other respects as to Executive in connection with the Change in Controlwhich it may be enforceable.

Non-Competition. Executive hereby acknowledges During Employee’s service with Evercore and agrees thatthe 12-month period immediately following cessation of that service for any reason, during the course of employmentEmployee will not, directly or indirectly: (A) engage in addition to Executive’s access to Confidential Information, Executive has become, and will become, familiar any business that competes with and involved in all aspects of the business and operations of Evercore (including, without limitation, any businesses that Evercore is then actively considering conducting, so long as Employee knows or reasonably should know of such plan(s)) in any geographical area that is within 100 miles of any geographical area where Evercore provides its products or services (a “Competitive Business”); (B) enter the Bank Entities. Executive hereby covenants and agrees that during the Term until the earlier to occur of the date one (1) year after the Termination Dateemploy of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which is a Competitive Business; or (C) subject to the Expiration Date (the “Restricted Period”)terms of Evercore employee investments policies and procedures applicable to executive officers from time to time, Executive will not at acquire a financial interest in, or otherwise become actively involved with, any time (except for the Bank Entities)Competitive Business, directly or indirectly, in any capacity (whether as a proprietoran individual, ownerpartner, agentshareholder, officer, director, shareholder, organizer, partner, principal, manageragent, membertrustee or consultant. Notwithstanding the provisions of Section 2(a)(i)(A), employee(B) or (C) above, contractornothing contained in this Section 2(a)(i) shall prohibit Employee from (x) investing, consultant or otherwise): (a) provide any adviceas a passive investor, assistance or services of the kind or nature which he provided to any of the Bank Entities or relating to business activities of the type engaged in by any of the Bank Entities within the preceding two years, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either case, a “Competitor”) if (i) such Competitor operates, or is planning to operate, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities and (ii) such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities during the Restricted Period; or (b) sell or solicit sales of Competitive Products to Persons within such 50 mile radius, or assist any Competitor in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 does not restrict Executive’s right to (i) own securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amendedpublicly held company; provided that ExecutiveEmployee’s total beneficial ownership constitutes less than of any class of such publicly held company’s securities does not exceed two percent (2%) of the outstanding securities of such company class, (y) subject to the terms of Evercore compliance procedures and that such ownership does not does not violate: (A) the Code of Conduct or any other policy of the Bankpolicies applicable to executive officers then currently in effect, managing Employee’s own investments, including any policy related to inside information; (B) any applicable securities law; through a family office, or (Cz) any applicable standstill continue to serve on a board of directors or other similar contractual obligation governing body of an entity that engages in a Competitive Business, if Employee provided such service prior to the Bank. The parties have also entered into that certain Non-Compete Agreement as date of August 1, 2014 (the “Non-Compete”). Notwithstanding the above, the provisions of this Section 8.5 shall not apply in the event the Executive (a) continued employment with the Company and the Bank upon a Change in Control and then (b) voluntarily resigns from the Company and the Bank effective in the thirteenth or fourteenth month following such Change in Control and (c) no Change in Control Payment had been paid to Executive in connection with the Change in Controltermination.

Non-Competition. The Executive hereby acknowledges and agrees thatthat due to his position and responsibilities with the Company, the Executive shall have access to trade secrets and confidential information. Because of the Company’s protectable interest, and the good and valuable consideration offered to the Executive during the course of employmentTerm, in addition to Executive’s access to Confidential Information, the Executive has become, agrees and will become, familiar with and involved in all aspects of the business and operations of the Bank Entities. Executive hereby covenants and agrees that during the Term and until the earlier to occur later of the date one (1) year after 12 months following the Termination Date, he shall not, directly or indirectly, engage in any Prohibited Activity anywhere that the Expiration Date (Company does business. “Prohibited Activity” is defined as any activity the “Restricted Period”)Executive engages in that is the same or similar to the business of the Company, including, without limitation, providing software and services related to experience management, surveys, data collection, data analysis, reporting, dashboards, market research, customer experience, and/or employee experience or any activity in which the Executive will not at any time (except for contributes the Bank Entities)Executive’s knowledge, directly or indirectly, in any capacity (whether whole or in part, as a proprietoran employee, owneremployer, operator, manager, advisor, consultant, founder, contractor, agent, officerpartner, director, shareholderstockholder, organizerofficer, partnervolunteer, principal, manager, member, employee, contractor, consultant or otherwise): (a) provide any advice, assistance other similar capacity to an entity engaged in the same or services similar business of the kind Company. Prohibited Activity also includes activity that may require or nature which he provided to any inevitably require disclosure of trade secrets, proprietary information or confidential information. Notwithstanding the Bank Entities or relating to business activities of foregoing, the type engaged in by any of the Bank Entities within the preceding two years, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either case, a “Competitor”) if Executive may (i) such Competitor operatesown, directly or indirectly, solely as a passive investment (x) up to 3% of the outstanding shares of the capital stock of any entity that is engaged in any Prohibited Activity, or is planning (y) up to operate, any office, branch 3% of the aggregate claims as a limited partner or other facility (in any case, member to the proceeds of a “Branch”) venture capital or private equity firm that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities and limited partnership; (ii) be employed by or serve as a consultant to an investment fund, including a venture capital, private equity or other type of investment fund that may have investments in businesses that are engaged in Prohibited Activity, so long as the Executive is not involved in any substantial manner in the management or oversight of any such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities during the Restricted Period; or (b) sell or solicit sales of Competitive Products to Persons within such 50 mile radius, or assist any Competitor investment in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 does not restrict Executive’s right to (i) own securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) of the outstanding securities of such company and that such ownership does not does not violate: (A) the Code of Conduct or any other policy of the Bank, including any policy related to inside information; (B) any applicable securities lawbusinesses; or (Ciii) engage in any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete Agreement as of August 1, 2014 (the “Non-Compete”). Notwithstanding the above, the provisions of this Section 8.5 shall not apply activity consented to in the event the Executive (a) continued employment with the Company and the Bank upon a Change in Control and then (b) voluntarily resigns from the Company and the Bank effective in the thirteenth or fourteenth month following such Change in Control and (c) no Change in Control Payment had been paid to Executive in connection with the Change in Controlwriting by Parent.

Non-Competition. Executive hereby acknowledges In consideration for the issuance to Harris of shares of the Company pursuant to the Formation Agreement and the performance by Stratex of its obligations under the Agreements (collectively, the “Non-Compete Consideration”), Harris agrees that, during the course period commencing on the date of employmentthis Agreement and ending on the fifth anniversary of the date hereof, in addition to Executive’s access to Confidential Information, Executive has becomeH▇▇▇▇▇ will not, and will becomenot permit any of its Subsidiaries to (a) engage, familiar with directly or indirectly, in the Restricted Business, (b) form any Person other than the Company and involved in all aspects its Subsidiaries (a “Covered Person”) or change or extend the current business activities of the business and operations of the Bank Entities. Executive hereby covenants and agrees that during the Term until the earlier to occur of the date one (1) year after the Termination Date, or the Expiration Date (the “Restricted Period”), Executive will not at any time (except existing Covered Person for the Bank Entities)purpose of engaging, directly or indirectly, in the Restricted Business or (c) invest, directly or indirectly, in any capacity (whether as a proprietorCovered Person engaged, ownerdirectly or indirectly, agentin the Restricted Business in any material respect; provided, officerhowever, director, shareholder, organizer, partner, principal, manager, member, employee, contractor, consultant or otherwise): (a) provide any advice, assistance or services of that notwithstanding the kind or nature which he provided to any of the Bank Entities or relating to business activities of the type engaged in by any of the Bank Entities within the preceding two years, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either case, a “Competitor”) if foregoing H▇▇▇▇▇ and/or its Subsidiaries may (i) such Competitor operates, or is planning to operate, any office, branch or other facility (collectively own less than 20% of the total equity interests in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius Covered Person engaged in the Restricted Business as long as none of the Bank’s headquarters employees of H▇▇▇▇▇ or any Branch of its Subsidiaries is involved in the Bank Entities and management of such Covered Person, (ii) such Branch competes or will compete participate as a passive investor with the products or services offered or planned to be offered by the Bank Entities during no management rights in any investment fund that holds an ownership interests in Covered Persons engaged in the Restricted Period; or Business which is managed by Persons that are not Affiliates of H▇▇▇▇▇ (beach, an “Unaffiliated Person”) sell (x) with any employee benefit or solicit sales retirement plan funds and (y) with any other funds subject, in the case of Competitive Products this clause (y) only, to Persons within such 50 mile radius, or assist any Competitor a maximum interest in such sales activitiesinvestment fund of 15% and (iii) acquire a Covered Person or business unit of a Covered Person engaged in the Restricted Business if (x) the Restricted Business contributed less than 20% of such Covered Person’s or business unit’s, as applicable, total revenues (based on its latest annual audited financial statements, if available) and (y) such Covered Person or H▇▇▇▇▇, as applicable, divests or ceases to conduct the Restricted Business within 18 months after the acquisition date. Notwithstanding any provision hereof anything in this Agreement to the contrary, the defined term “Restricted Business” shall not include, and the prohibition contained in this Section 8.5 does not restrict Executive’s right to (i) own securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 19342 shall in no way prohibit H▇▇▇▇▇ and/or its Subsidiaries from, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) of the outstanding securities of such company and that such ownership does not does not violate: (A) the Code of Conduct or any other policy of the Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete Agreement as of August 1, 2014 (the “Non-Compete”). Notwithstanding the above, the provisions of this Section 8.5 shall not apply in the event the Executive (a) continued employment purchasing and reselling products produced by, and marked with the Company and the Bank upon a Change in Control and then (b) voluntarily resigns from the Company and the Bank effective in the thirteenth or fourteenth month following such Change in Control and (c) no Change in Control Payment had been paid to Executive brands of, an Unaffiliated Person in connection with the Change in Controlsale, service, design or maintenance of a system that contains or uses microwave radios or related components, systems or services or (b) developing, manufacturing, distributing or selling microwave radios or related components, systems or services for use by Government Entities.

Non-Competition. Executive hereby acknowledges and agrees thatExcept as otherwise provided in your Separate Agreement, during the course of employmentif any (in which event such Separate Agreement, in addition to Executive’s access to Confidential Informationif any, Executive has become, and will become, familiar with and involved shall control in all aspects respects), you acknowledge that SC Inc. would not have issued to you the Restricted Shares but for the covenants contained in this Annex A (the “Restrictive Covenants”), which are made by you for the benefit of SC Inc. and the business Subsidiaries of SC Inc. and operations each of their respective Affiliates. Accordingly, you agree that the Bank Entities. Executive hereby covenants and agrees that during Restrictive Covenants shall apply to you as provided below (except as otherwise expressly set forth above): (i) For the Term until the earlier to occur of the date one (1) year after the Termination Date, or the Expiration Date period (the “Restricted Period”)) beginning on the date hereof and ending on the later to occur of (A) the first anniversary of the date on which your employment with SC LLC (or SC Inc., Executive will after the Conversion) or any Subsidiary thereof is terminated or ceases to exist for any reason, and (B) the second anniversary of the date on which any portion of the Restricted Shares first vests, you covenant and agree not at any time (except for the Bank Entities)to, directly or indirectly, conduct, manage, operate, engage in or have an ownership interest in any capacity business or enterprise (whether as a proprietor, owner, agent, officer, director, shareholder, organizer, partner, principal, manager, member, employee, contractor, consultant or otherwise): other than the parties described in paragraph (a) provide any advice, assistance or services of the kind or nature which he provided this Annex A for whom these Restrictive Covenants are expressly intended to any of the Bank Entities or relating to business activities of the type benefit) engaged in by the management and/or operation of any form of the Bank Entities within the preceding two yearsin-premises fitness-related training or classes other than full-service health clubs and/or gyms; provided, to any Person who owns however, that you may own, directly or operates indirectly, solely as a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either casepassive investment, a “Competitor”) if (i) such Competitor operates, or is planning to operate, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities and (ii) such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities during the Restricted Period; or (b) sell or solicit sales of Competitive Products to Persons within such 50 mile radius, or assist any Competitor in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 does not restrict Executive’s right to (i) own securities of any Entity Person if you are not a controlling person of, or a member of a group that files periodic reports with the Securities controls, such Person, and Exchange Commission under Section 13 does not, directly or 15(d) of the Securities Exchange Act of 1934indirectly, as amended; provided that Executive’s total ownership constitutes less than own two percent (2%) or more of the outstanding any class of securities of such company and that such ownership does not does not violate: Person. (ii) During the Restricted Period, you shall not, directly or indirectly, (A) the Code solicit or encourage any employee, officer, or director of Conduct SC Inc. or any other policy Subsidiaries of SC Inc. or any of their respective Affiliates, to leave the Bank, including any policy related to inside informationemployment thereby; or (B) hire any applicable securities law; employee or former employee or any officer or director of SC Inc., any Subsidiaries of SC Inc. or any of their respective Affiliates. (Ciii) During the Restricted Period, you shall not, directly or indirectly, solicit or encourage any applicable standstill Person who is a supplier, customer, client, distributor, or advertiser of the SC Inc., any Subsidiaries of SC Inc. or any of their respective Affiliates to discontinue such Person’s business relationship with the SC Inc., any Subsidiaries of SC Inc. or any of their respective Affiliates, as the case may be. (iv) The provisions of this paragraph (b) may be assigned by SC Inc. to the purchaser or other similar contractual obligation acquirer of the Bank. The parties have also entered into that certain Non-Compete Agreement as of August 1, 2014 SC Inc. or its assets or business (the “Non-Compete”). Notwithstanding the above, in which event the provisions of this Section 8.5 paragraph (b) shall continue to be binding upon you and shall be enforceable by the purchaser or other acquirer). (v) You acknowledge that (a) you have had an opportunity to seek advice of counsel in connection with all of the provisions of this Equity Incentive Letter including, without limitation, the Restrictive Covenants contained herein; (b) the Restrictive Covenants are reasonable in scope and in all other respects; (c) any violation of the Restrictive Covenants will result in irreparable injury to the SC Inc., any Subsidiaries of SC Inc. and any of their respective Affiliates, as applicable; (d) money damages would not apply be an adequate remedy to SC Inc., any Subsidiaries of SC Inc. and any of their respective Affiliates, as applicable, in the event of a breach or threatened breach of any of the Executive Restrictive Covenants by you; and (ae) continued employment with the Company and the Bank upon a Change in Control and then (b) voluntarily resigns from the Company and the Bank effective specific performance in the thirteenth form of injunctive relief would be an appropriate remedy in such case for SC Inc., any Subsidiaries of SC Inc. and any of their respective Affiliates, as applicable. If you breach or fourteenth month following threaten to breach a Restrictive Covenant, SC Inc., any Subsidiaries of SC Inc. and any of their respective Affiliates, as applicable, shall be entitled, in addition to all other remedies, to an injunction restraining any such Change in Control breach, without any bond or other security being required and (c) no Change in Control Payment had been paid to Executive in connection with without the Change in Controlnecessity of showing actual damages.

Non-Competition. Executive hereby acknowledges and agrees that(a) Except to the extent permitted by paragraph (b) below, during without the course prior written consent of employmentPurchaser, in addition to Executive’s access to Confidential Information, Executive has become, and will become, familiar with and involved in all aspects for a period of the business and operations of the Bank Entities. Executive hereby covenants and agrees that during the Term until the earlier to occur of the date one two (12) year years after the Termination Date, or the Expiration Date Closing (the “Restricted Period”), Executive none of Seller or any of its Affiliates shall engage, directly or indirectly, in the discount retail securities brokerage business including through an online distribution channel, excluding the offering of an online securities brokerage facility as part of a diversified suite of products offered solely to Customers of depository institutions Affiliated with the Seller and not on a stand-alone basis (the “Restricted Business”), anywhere in the Territory or, directly or indirectly, own an interest in, manage, operate, control, or otherwise, directly or indirectly, engage in the ownership, management, operation or control of, any Person engaged in the Restricted Business in the Territory. (b) The restrictions set forth in Section 5.16(a) shall not be construed to prohibit or restrict any Person from acquiring Seller or any of its Affiliates, nor shall they be construed to prohibit or restrict Seller or any of its Affiliates from: (i) offering asset management products or conducting its investment advisory business in the ordinary course; (ii) providing banking or back-office services in support of another entity that is engaged in the Restricted Business so long as such services are provided in a manner that does not give the impression that the provider of such banking or back-office services is itself engaged in the Restricted Business; (iii) acquiring, or otherwise combining with, during the Restricted Period, any diversified business engaged in the Restricted Business with non-Affiliated Persons, as long as during each year of the Restricted Period, the percentage of revenues of such business attributable to such Restricted Business during the preceding fiscal year represents less than thirty percent (30%) of such business’s total revenues during such period (based on such business’s latest financial statements); (iv) merging or otherwise entering into a business combination with a Canadian financial institution (or a holding company therefor) having equity securities listed on a securities exchange; (v) owning securities having no more than five percent (5%) of the outstanding voting power of any Person engaged in the Restricted Business which are listed on any national securities exchange or traded actively in the national over-the-counter market or owning securities of any Person in the ordinary course of its brokerage business so long as Seller or such Affiliate has no other involvement with such Person other than in the ordinary course of its business; (vi) operating its business (excluding the Company) as it is being conducted as of the date hereof; (vii) acting as a fiduciary or nominee for any trust or similar account holding, directly or indirectly, equity securities of an entity that engages in or includes a Restricted Business; or (viii) offering any product or service to Canadian nationals residing in the Territory. (c) Notwithstanding anything contained in this Section 5.16, the provisions of Section 5.16(a) and (d) shall not apply to the surviving entity in any merger or business combination described in Section 5.16(b)(iv) or such surviving entity’s Affiliates. (d) For a period of three (3) years after the Closing, none of Seller or any of its Affiliates will (and Seller shall caused its controlled Affiliated not at any time (except for the Bank Entitiesto), directly or indirectly, in use any capacity (whether as a proprietorcustomer lists, owner, agent, officer, director, shareholder, organizer, partner, principal, manager, member, employee, contractor, consultant customer prospect information or otherwise): (a) provide any advice, assistance information with respect to Customers developed by or services for the use of the kind Company or nature which he obtained from information provided by the Company, for any purpose, including to any of the Bank Entities or relating to business activities of the type engaged in by any of the Bank Entities within the preceding two years, to any Person who owns or operates a Competitive Business or to (i) induce any Person that is attempting to initiate a customer of the Company as of the date hereof or acquire a Competitive Business as of the Closing Date (in either case, a “CompetitorCustomer”) if to patronize any business engaged in the Restricted Business; (ii) canvass, solicit, or accept from any Customer, any such business; or (iii) request or advise any Customer or vendor of the Company to withdraw, curtail or cancel any such Customer’s or vendor’s business with the Company that constitutes Restricted Business; provided, however, that the restrictions set forth in this Section 5.16(c) shall not be construed to prohibit or restrict (x) any general solicitation or advertisement originating outside of, and not specifically targeted to or reasonably expected to target, the Territory, (y) continuing to service, except with respect to the Restricted Business, consistent with past practice, Customers of both the Company and Seller or its Affiliates or (z) offering services to any employee of Seller or any of its Affiliates to the extent that such services are generally available to employees of Seller or its Affiliates. (e) For a period of two (2) years after the Closing, Seller will not in any way, directly or indirectly, (i) such Competitor operatessolicit for employment, or is planning knowingly permit any Affiliate to operatesolicit for employment, any officeofficer or employee who was employed by the Company as of the Closing Date and continue to be employed by the Company after the Closing Date, branch or other facility (in any case, a “Branch”) that is (manner seek to induce any such person to leave the employ of Purchaser or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters Company or any Branch of the Bank Entities and (ii) such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities during the Restricted Period; or (b) sell or solicit sales of Competitive Products to Persons within such 50 mile radiushire for employment, or assist knowingly permit any Competitor in such Affiliate to hire for employment, any officer or any management or sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 does not restrict Executive’s right to (i) own securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) of the outstanding securities of such company and that such ownership does not does not violate: (A) the Code of Conduct employee or any other policy employee who at the Closing is compensated at a base salary of $75,000 or more and in each case who was employed by the Company as of the BankClosing Date or at any time during the six (6) months prior to the Closing Date, including except for employees terminated by the Purchaser or the Company following the Closing. (f) If Seller or any policy related of its Affiliates breaches, or threatens to inside information; (B) commit a breach of, any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete Agreement as of August 1, 2014 (the “Non-Compete”). Notwithstanding the above, the provisions of this Section 8.5 5.16 (the “Restrictive Covenants”), the Company and Purchaser shall have the right and remedy (upon compliance with any necessary prerequisites imposed by Law upon the availability of such remedies), to have the Restrictive Covenants specifically enforced (without posting any bond) by any court having equity jurisdiction, including, without limitation, the right to an entry against Seller or any of its Affiliates of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable injury to the Company and Purchaser and that money damages will not provide adequate remedy to the Company and Purchaser. This right and remedy shall be in addition to, and not in lieu of, any other rights and remedies available to the Company and Purchaser under law or in equity. (g) If any court determines that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable, the remainder of the Restrictive Covenants shall not apply thereby be affected and shall be given full effect, without regard to the invalid portions. In addition, if any court of any one or more of jurisdictions holds the Restrictive Covenants wholly or partially unenforceable, it is the intention of the Company, Purchaser and Seller that such determination not bar or in any way affect the Company’s and Purchaser’s rights to the relief provided above in the event courts of any other jurisdiction as to breaches of such Restrictive Covenants in such other jurisdictions. (h) From and after the Executive date hereof, Purchaser agrees that it and its Affiliates will not, directly or indirectly, use any customer lists, customer prospect information or information with respect to Customers developed by or for the use of the Company, or obtained from information provided by the Company, to solicit any Customer that has an Excluded Account (a) continued employment and has no other continuing business relationship with the Company and as of the Bank upon a Change in Control and then (bdate hereof) voluntarily resigns from the Company and the Bank effective in the thirteenth or fourteenth month following such Change in Control and (c) no Change in Control Payment had been paid to Executive in connection with the Change in Controlfor any securities brokerage business.

Non-Competition. Executive hereby acknowledges (a) During the period between the Closing Date and agrees thatthe third (3rd) anniversary of the Closing Date, during the course of employment, in addition to Executive’s access to Confidential Information, Executive has becomeSeller shall not, and will become, familiar with and involved in all aspects shall not permit any of the business and operations of the Bank Entities. Executive hereby covenants and agrees that during the Term until the earlier to occur of the date one (1) year after the Termination Date, or the Expiration Date (the “Restricted Period”), Executive will not at any time (except for the Bank Entities)its Subsidiaries to, directly or indirectly, anywhere in the world, own, manage, operate or control, any capacity business that is engaged in a Competing Business (whether as a proprietordefined below); provided, ownerhowever, agent, officer, director, shareholder, organizer, partner, principal, manager, member, employee, contractor, consultant or otherwise): (a) provide any advice, assistance or services that nothing herein shall limit the ability of the kind or nature which he provided Seller and its Subsidiaries to any of the Bank Entities or relating to business activities of the type engaged in by any of the Bank Entities within the preceding two years, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either case, a “Competitor”) if (i) acquire and own, directly or indirectly, solely as an investment, securities of any Person traded on any national securities exchange that engages in a Competing Business if the Seller or a Subsidiary of Seller is not a member of a group that controls such Competitor operatesPerson and does not, directly or indirectly, own 9.9% or more of any class of securities of such Person, or is planning to operate(ii) purchase an entity or entities that are directly or indirectly engaged in, any office, branch or other facility (in any caseassets that are used in, a “Branch”Competing Business at the time of such acquisition, so long as (x) such acquired entity is primarily engaged, or the assets constitute a portion of a greater amount of acquired assets which taken as a whole are used primarily in, activities which are not Competing Businesses or (y) the Seller promptly disposes of any portion of such acquired entity (or acquired assets) that is engaged in a Competing Business. For purposes of this Section 5.7(a), a "Competing Business" means (i) the mining, manufacture or is proposed sale (including distribution) of (x) industrial minerals, or products manufactured therefrom, similar to bethose presently being mined, manufactured or sold by the Business, or (y) located within products which are currently the subjects of ongoing research projects disclosed in a fifty letter which has been delivered by World Minerals to the Seller (50with a copy to the Purchaser) mile radius of prior to the Bank’s headquarters date hereof, or any Branch of the Bank Entities and (ii) such Branch competes the manufacture or will compete with the sale of products utilizing crossflow filtration technology or services offered of filtration membranes. For purposes of this Section 5.7(a), an acquired entity or planned group of acquired assets which, based upon financial statements for its most recently completed fiscal year, generated twenty percent (20%) or more of total revenues from Competing Businesses shall be deemed to be offered by primarily engaged, or the Bank Entities during the Restricted Period; orassets primarily used, in activities which are Competing Businesses. (b) sell or solicit sales Since the Purchaser will be irreparably damaged and its remedy at law will be inadequate in the event of Competitive Products a breach of Section 5.7(a), the Purchaser shall be entitled to Persons within such 50 mile radius, or assist an injunction restraining any Competitor in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 does not restrict Executive’s right to (i) own securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) of the outstanding securities violation of such company and that such ownership does not does not violate: (A) the Code of Conduct Section or any other policy appropriate decree of specific performance, without showing any actual damage or that monetary damages would not provide an adequate remedy. Such remedies shall not be exclusive and shall be in addition to any other remedy which the BankPurchaser may have, including the right to monetary damages for the period preceding such specific enforcement. (c) If any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete Agreement as of August 1, 2014 (the “Non-Compete”). Notwithstanding the above, the provisions provision of this Section 8.5 5.7 is held to be unenforceable because of the scope, duration or area of its applicability, the court making such determination shall not apply have the power to modify such scope, duration or area or all of them, and such provision shall then be applicable in the event the Executive (a) continued employment with the Company and the Bank upon a Change in Control and then (b) voluntarily resigns from the Company and the Bank effective in the thirteenth or fourteenth month following such Change in Control and (c) no Change in Control Payment had been paid to Executive in connection with the Change in Controlmodified form.

Non-Competition. Executive hereby acknowledges and agrees thatNeither Seller nor any of its Affiliates or designees (each, a “Restricted Party”) during the course of employment, in addition to Executive’s access to Confidential Information, Executive has become, period commencing on the Closing Date and will become, familiar with and involved in all aspects ending on the fifth (5th) anniversary of the business and operations of the Bank Entities. Executive hereby covenants and agrees that during the Term until the earlier to occur of the date one (1) year after the Termination Date, or the Expiration Closing Date (the “Restricted Period”), Executive will not at shall: (a) design, develop, license, manufacture, distribute, sell or support (or knowingly assist any time (except for the Bank Entities)third party, directly or indirectly, in designing, developing, licensing, manufacturing, distributing, selling or supporting) any capacity (whether as a proprietor, owner, agent, officer, director, shareholder, organizer, partner, principal, manager, member, employee, contractor, consultant or otherwise): (a) provide any advice, assistance or services existing product of the kind or nature which he provided to any of the Bank Entities or relating to business activities of the type engaged in by any of the Bank Entities within the preceding two years, to any Person who owns or operates a Competitive Business or to on any Person related roadmap or any other similar product anywhere in the world (provided, however, that is attempting to initiate or acquire a Competitive Business (the restrictions set forth in either case, a “Competitor”this Section 7.1(a) if shall not (i) such Competitor operatesprohibit any Restricted Party from being an investor in a mutual fund or a diversified investment company, or is planning to operate, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities and (ii) such Branch competes prohibit any Restricted Party from being a passive owner of not more than five percent (5%) in the aggregate of an outstanding class of publicly traded securities or will compete (iii) in any way limit or prohibit Seller’s or any of its Affiliates’ (A) actions or operations with respect to Seller’s Services and Support segment or (B) strategic investments in Quortus Limited, Spyrus Solutions, Inc. and Kogniz, Inc.); (b) directly or indirectly (i) solicit for employment or any similar arrangement any employee of the products Companies or services offered of the Company Subsidiaries or planned (ii) hire or knowingly assist any other Person in hiring any employee of the Companies or of the Company Subsidiaries (provided, however, that this Section 7.1(b) shall not apply to be offered (A) employees of the Companies or of the Company Subsidiaries who have been terminated by the Bank Entities during Companies or any of their Affiliates (including Purchaser) after Closing, (B) employees of the Restricted PeriodCompanies who have left the employment of the Companies or any of their Affiliates (including Purchaser) for a period of at least six (6) months and (C) any general solicitations for employment (such as any newspaper, periodical or internet help wanted advertisement or any search firm engagement) and any hiring arising out of such general solicitations); or (bc) sell directly or solicit sales indirectly cause, solicit, induce or encourage any client, customer, supplier or licensor of Competitive Products to Persons within such 50 mile radius, the Business or assist any Competitor in such sales activities. Notwithstanding any provision hereof the Companies prior to the contrary, this Section 8.5 does not restrict Executive’s right Closing to (i) own securities of terminate or modify any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) of the outstanding securities of such company and that such ownership does not does not violate: (A) the Code of Conduct or any other policy of the Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete Agreement as of August 1, 2014 (the “Non-Compete”). Notwithstanding the above, the provisions of this Section 8.5 shall not apply in the event the Executive (a) continued employment with the Company and the Bank upon a Change in Control and then (b) voluntarily resigns from the Company and the Bank effective in the thirteenth or fourteenth month following such Change in Control and (c) no Change in Control Payment had been paid to Executive in connection with the Change in Controlrelationship.

Non-Competition. Executive hereby acknowledges and (a) Subject to subsection (c) hereof, Employee agrees that, that he will not during the course of employmentperiod he is employed under this Agreement engage in, or otherwise directly or indirectly be employed by, or act as a consultant or lender to, or be a director, officer, employee, owner, or partner of, any other business or organization that is or shall then be competing in addition the coffee business with the Company. (b) Subject to Executive’s access to Confidential Informationsubsection (c) hereof, Executive has become, and will become, familiar with and involved in all aspects of the business and operations of the Bank Entities. Executive hereby covenants and Employee agrees that during the Term until the earlier to occur for a period of the date one (1) year after he ceases to be employed by the Termination DateCompany under this Agreement: (i) Employee will not directly or indirectly compete with or be engaged in the same coffee business as the Company, or be employed by, or act as consultant or lender to, or be a director, officer, employee, owner, or partner of, any business or organization which, at the Expiration Date time of such cessation, competes with or is engaged in the same coffee business as the Company; and (the “Restricted Period”), Executive will not at any time (except for the Bank Entities)ii) Employee shall not, directly or indirectly, or by any act in concert with others, employ, attempt to employ, recruit or otherwise solicit or induce or influence to leave his or her employment any capacity (whether as a proprietor, owner, agent, officer, director, shareholder, organizer, partner, principal, manager, member, employee, contractor, consultant employee of the Company or otherwise):any Company subsidiary. The Employee and the Company agree that the restrictions on competition in the coffee business by the Employee with the Company provided in this Section 5(b) shall be limited geographically to the City of New Haven. (ac) provide any advice, assistance or services of The Employee and the kind or nature which he provided to any of the Bank Entities or relating to business activities of the type engaged in by any of the Bank Entities within the preceding two years, to any Person who owns or operates a Competitive Business or to any Person Company agree that is attempting to initiate or acquire a Competitive Business (in either case, a “Competitor”) if (i) such Competitor operates, or is planning to operate, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities and (ii) such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities during the Restricted Period; or (b) sell or solicit sales of Competitive Products to Persons within such 50 mile radius, or assist any Competitor in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 does not restrict Executive’s right to (i) own securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) of the outstanding securities of such company and that such ownership does not does not violate: (A) the Code of Conduct or any other policy of the Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete Agreement as of August 1, 2014 (the “Non-Compete”). Notwithstanding the above, the provisions of this Section 8.5 shall not apply in the event the Executive (a) continued employment with of a default by the Company of any of its material obligations under this Agreement or under the Stock Purchase Agreement dated October 21, 1996 by and among ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇'▇ Incorporated and New World Coffee, Inc., or under the Bank upon a Change promissory notes issued to ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ or ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ pursuant to said Stock Purchase Agreement, which default is not cured in Control and then (b) voluntarily resigns from any applicable notice, grace, or cure period, the Company and restrictive covenants of the Bank effective Employee set forth in the thirteenth or fourteenth month following such Change in Control and (c) no Change in Control Payment had been paid to Executive in connection with the Change in Controlthis Section 5 shall terminate automatically.

Non-Competition. At all times while the Executive hereby acknowledges is employed by the Company and agrees that, during for a period of: (i) two (2) years after any termination of the course of employment, in addition to Executive’s access to Confidential Information, Executive has become, and will become, familiar with and involved in all aspects employment for Cause or the Executive’s termination of his employment without Good Reason; (ii) the business and operations lesser of the Bank Entities. Executive hereby covenants and agrees that during the Term until the earlier to occur of the date one (1) year after the Termination Date, or the Expiration Date remainder of the Term after any termination of the Executive’s employment by the Company without Cause or the Executive’s termination for Good Reason; and (iii) one (1) year following the “Restricted Period”)non-renewal of this Agreement or any termination pursuant to Section 5, the Executive will not at any time (except for the Bank Entities)shall not, directly or indirectly, engage in or have any interest in any capacity person (whether as a proprietor, owner, agentan employee, officer, director, shareholder, organizer, partner, principalagent, managersecurity holder, member, employee, contractorcreditor, consultant or otherwise): ) that directly or indirectly (aor through any affiliated entity) provide any advice, assistance or services competes with the Company’s Business (as defined below); provided that such provision shall not apply to the Executive’s ownership of securities of the kind Company or nature which he provided to any of the Bank Entities or relating to business activities of the type engaged in by any of the Bank Entities within the preceding two years, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either case, a “Competitor”) if (i) such Competitor operates, or is planning to operate, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities and (ii) such Branch competes or will compete with the products or services offered or planned to be offered acquisition by the Bank Entities during the Restricted Period; or (b) sell or solicit sales Executive, solely as an investment, of Competitive Products to Persons within such 50 mile radius, or assist any Competitor in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 does not restrict Executive’s right to (i) own securities of any Entity issuer that files periodic reports with the Securities and Exchange Commission is registered under Section 13 12(b) or 15(d12(g) of the Securities Exchange Act of 1934, as amended; provided amended and that Executive’s total ownership constitutes less are listed or admitted for trading on any United States national securities exchange or that are quoted on the National Association of Securities Dealers Automated Quotations System, or any similar system or automated dissemination of quotations of securities prices in common use, so long as the Executive does not control, acquire a controlling interest in or become a member of a group which exercises direct or indirect control of, more than two five percent (2%) of the outstanding securities any class of capital stock of such company and that such ownership does not does not violate: (A) the Code of Conduct or any other policy of the Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bankissuer. The parties have also entered into that certain Non-Compete Agreement as of August 1, 2014 (the “Non-Compete”). Notwithstanding the above, the provisions For purposes of this Section 8.5 6.1, the term “Business” shall not apply mean the Business and any other business in which the event Company is engaged prior to the delivery of a notice of termination by the Company or the Executive (a) continued employment with hereunder and which business the Company and is engaged at the Bank upon a Change in Control and then (b) voluntarily resigns from date of termination of the Company and the Bank effective in the thirteenth or fourteenth month following such Change in Control and (c) no Change in Control Payment had been paid to Executive in connection with the Change in ControlExecutive’s employment.

Non-Competition. Executive hereby acknowledges Each Member that is an Employee agrees that during such employment and agrees that, during the course for 18 months following termination of employment, in addition to Executive’s access to Confidential Information, Executive has become, and will become, familiar with and involved in all aspects of the business and operations of the Bank Entities. Executive hereby covenants and each other Member (other than Employees) agrees that during the Term until the earlier to occur of (i) 18 months after the date one such Member no longer has a Membership Interest and (1ii) year after twelve (12) months following the Termination Dateconsummation of a Drag-Along Transaction (as applicable, or the Expiration Date (the “Restricted Non-Competition Period”), Executive will not at any time (except for the Bank Entities)Permitted Activities, such Member will not, directly or indirectly, in any capacity (whether either individually or as a proprietorprincipal, owner, partner, agent, officerrepresentative, directorconsultant, shareholder, organizer, partner, principal, manager, membercontractor, employee, contractoror as a director or officer of any company, consultant corporation, partnership or otherwise): (a) provide association, or in any adviceother manner or capacity whatsoever, assistance or services except on behalf of the kind Company, its Subsidiaries, PubCo (and any successor or nature which he provided to assign of PubCo) or any of its subsidiaries, become employed by, control, manage, carry on, join, lend money for, operate, engage in, establish, take steps to establish, perform services for, invest in, solicit investors for, consult for, do business with or otherwise engage in Business in the Bank Entities or relating to business activities Restricted Area. Accordingly, except for any Permitted Activities, such Member, without the prior written consent of the type engaged Managing Member, agrees not to during the Non-Competition Period (A) establish, engage in, invest in by or provide services for any Business in the Restricted Area; (B) solicit business for or on behalf of the Bank Entities within the preceding two yearsany person, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either case, a “Competitor”) if (i) such Competitor operatesbusiness entity, or is planning endeavor operating, or preparing to operate, any office, branch or other facility (Business in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities and (ii) such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities during the Restricted Period; or (b) sell or solicit sales of Competitive Products to Persons within such 50 mile radius, or assist any Competitor in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 does not restrict Executive’s right to (i) own securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) of the outstanding securities of such company and that such ownership does not does not violate: (A) the Code of Conduct or any other policy of the Bank, including any policy related to inside information; (B) any applicable securities lawArea; or (C) engage in or contributes his, her or its knowledge to any applicable standstill employment, work, business, or other similar contractual obligation of endeavor which would require such Member to use or disclose the Bank. The parties have also entered into that certain Non-Compete Agreement as of August 1, 2014 (the “Non-Compete”)Company’s Confidential Information. Notwithstanding the aboveforegoing to the contrary, the provisions nothing in this Agreement shall be deemed to prohibit any Member from directly or indirectly owning or acquiring, solely as a passive investment, securities of this Section 8.5 shall a mutual fund in which such Member has no management control or securities of any entity traded on a Recognized Securities Exchange if such Member is not apply in the event the Executive a controlling person of or a member of a group which controls such entity and does not, directly or indirectly, own beneficially or of record more than one percent (a1.0%) continued employment with the Company and the Bank upon a Change in Control and then (b) voluntarily resigns from the Company and the Bank effective in the thirteenth or fourteenth month following of any class of securities of such Change in Control and (c) no Change in Control Payment had been paid to Executive in connection with the Change in ControlPerson.

Non-Competition. Executive hereby acknowledges and agrees thatIn exchange for the termination payment described in Section 18 above, during the course for a period of five (5) months following termination of Employee’s employment, in addition to Executive’s access to Confidential Informationfor any reason, Executive has become, and will become, familiar with and involved in all aspects of the business and operations of the Bank Entities. Executive hereby covenants and agrees that during the Term until the earlier to occur of the date one Employee shall not (1) year after enter into or engage in any business which competes with the Termination DateCompany or any of its subsidiaries or affiliates (“Company Group”) within the States of Pennsylvania, Colorado and Texas (“Restricted Territory”); (2) solicit any known customers, business, assets, investments or patronage (or customer, business, asset, investment or patronage prospects) for, or sell, any products or services in competition with or for any business that competes with the Expiration Date Company Group within the Restricted Territory; (3) divert, entice or otherwise take away any known business, assets or investments or patronage (or customer, business, asset, investment or patronage prospects) of the “Company Group within the Restricted Period”)Territory; or (4) promote, Executive manage or assist, financially or otherwise, any person, firm, association, partnership, corporation or other entity engaged in any business which competes with or is engaged in the same business as the Company Group within the Restricted Territory. For purposes of this section, Employee will not at be in violation of the non-compete provision set forth herein if Employee engages in any time or all of the activities set forth herein directly as an individual on Employee’s own account or indirectly as a partner, joint venture, employee, agent, salesperson, consultant, officers and/or director of any firm, association, partnership, corporation or other entity or as a shareholder of any corporation (except for or owner of any other type of equity interest in any other entity) in which Employee or Employee’s spouse, minor child, or parent sharing the Bank Entities)same household as Employee owns, directly or indirectly, individually or in any capacity (whether as a proprietorthe aggregate, owner, agent, officer, director, shareholder, organizer, partner, principal, manager, member, employee, contractor, consultant or otherwise): (a) provide any advice, assistance or services of the kind or nature which he provided to any of the Bank Entities or relating to business activities of the type engaged in by any of the Bank Entities within the preceding two years, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either case, a “Competitor”) if (i) such Competitor operates, or is planning to operate, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities and (ii) such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities during the Restricted Period; or (b) sell or solicit sales of Competitive Products to Persons within such 50 mile radius, or assist any Competitor in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 does not restrict Executive’s right to (i) own securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less more than two percent (2%) 1% of the outstanding securities of such company and that such ownership does not does not violate: (A) the Code of Conduct or any other policy of the Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill stock or other similar contractual obligation equity interests. If it is judicially determined or by consent of the Bank. The parties have also entered into Employee that certain Non-Compete Agreement as of August 1, 2014 (the “Non-Compete”). Notwithstanding the above, the provisions of Employee has violated this Section 8.5 shall not apply in the event the Executive (a) continued employment with 19 and the Company and obtains an order, injunction or other equitable relief, then the Bank upon period applicable to each obligation that Employee has been determined to have violated will be automatically extended by a Change period of time equal in Control and then (b) voluntarily resigns from length to the Company and the Bank effective in the thirteenth or fourteenth month following period during which such Change in Control and (c) no Change in Control Payment had been paid to Executive in connection with the Change in Controlviolation occurred.

Non-Competition. Executive hereby acknowledges and agrees that, during the course of employment, in addition to Executive’s access to Confidential Information, Executive has become, and will become, familiar with and involved in all aspects of the business and operations of the Bank Entities. Executive hereby covenants and Each Member that is an Employee agrees that during the Term such employment and for 18 months following termination of such employment, and each other Member (other than Employees) agrees that until the earlier to occur of (i) 18 months after the date one such Member no longer has a Membership Interest and (1ii) year after twelve (12) months following the Termination Dateconsummation of a Drag-Along Transaction (as applicable, or the Expiration Date (the “Restricted Non-Competition Period”), Executive will not at any time (except for the Bank Entities)Permitted Activities, such Member will not, directly or indirectly, in any capacity (whether either individually or as a proprietorprincipal, owner, partner, agent, officerrepresentative, directorconsultant, shareholder, organizer, partner, principal, manager, membercontractor, employee, contractoror as a director or officer of any company, consultant corporation, partnership or otherwise): (a) provide association, or in any adviceother manner or capacity whatsoever, assistance or services except on behalf of the kind Company, its Subsidiaries, PubCo (and any successor or nature which he provided to assign of PubCo) or any of its subsidiaries, become employed by, control, manage, carry on, join, lend money for, operate, engage in, establish, take steps to establish, perform services for, invest in, solicit investors for, consult for, do business with or otherwise engage in Business in the Bank Entities or relating to business activities Restricted Area. Accordingly, except for any Permitted Activities, such Member, without the prior written consent of the type engaged in by any Board and the Class A-1 Members holding a majority of the Bank Entities within Class A-1 Units, agrees not to during the preceding two yearsNon-Competition Period (A) establish, to engage in, invest in or provide services for any Person who owns Business in the Restricted Area; (B) solicit business for or operates a Competitive Business or to on behalf of any Person that is attempting to initiate or acquire a Competitive Business (in either caseperson, a “Competitor”) if (i) such Competitor operatesbusiness entity, or is planning endeavor operating, or preparing to operate, any office, branch or other facility (Business in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities and (ii) such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities during the Restricted Period; or (b) sell or solicit sales of Competitive Products to Persons within such 50 mile radius, or assist any Competitor in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 does not restrict Executive’s right to (i) own securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) of the outstanding securities of such company and that such ownership does not does not violate: (A) the Code of Conduct or any other policy of the Bank, including any policy related to inside information; (B) any applicable securities lawArea; or (C) engage in or contributes his, her or its knowledge to any applicable standstill employment, work, business, or other similar contractual obligation of endeavor which would require such Member to use or disclose the Bank. The parties have also entered into that certain Non-Compete Agreement as of August 1, 2014 (the “Non-Compete”)Company’s Confidential Information. Notwithstanding the aboveforegoing to the contrary, the provisions nothing in this Agreement shall be deemed to prohibit any Member from directly or indirectly owning or acquiring, solely as a passive investment, securities of this Section 8.5 shall a mutual fund in which such Member has no management control or securities of any entity traded on a Recognized Securities Exchange if such Member is not apply in the event the Executive a controlling person of or a member of a group which controls such entity and does not, directly or indirectly, own beneficially or of record more than one percent (a1.0%) continued employment with the Company and the Bank upon a Change in Control and then (b) voluntarily resigns from the Company and the Bank effective in the thirteenth or fourteenth month following of any class of securities of such Change in Control and (c) no Change in Control Payment had been paid to Executive in connection with the Change in ControlPerson.

Non-Competition. Executive 1.1 The Participant hereby agrees that this Section 8 is reasonable and necessary in order to protect the legitimate business interests and goodwill of the Company, including the Company’s trade secrets, valuable confidential business and professional information, substantial relationships with prospective and existing customers and clients, and specialized training provided to the Participant and other employees of the Company. The Participant acknowledges and agrees that, during recognizes the course of employment, in addition to Executive’s access to Confidential Information, Executive has become, and will become, familiar with and involved in all aspects highly competitive nature of the business and operations of the Bank Entities. Executive hereby covenants Company and its Affiliates and accordingly agrees that during the Term until the earlier to occur term of the date one Participant’s employment and for a period of two (12) year years after the Termination Date, or the Expiration Date termination thereof (the “Restricted Restriction Period”), Executive will not at any time (except for the Bank Entities), directly or indirectly, in any capacity (whether as a proprietor, owner, agent, officer, director, shareholder, organizer, partner, principal, manager, member, employee, contractor, consultant or otherwise): (a) provide The Participant will not directly or indirectly engage in any advicebusiness substantially similar to any line of business conducted by the Company or any of its Affiliates, assistance or services including, but not limited to, where such engagement is as an officer, director, proprietor, employee, partner, investor (other than as a holder of less than 1% of the kind outstanding capital stock of a publicly traded corporation), consultant, advisor, agent or nature sales representative, in any geographic region in which he provided to the Company or any of the Bank Entities or relating to business activities of the type engaged in by any of the Bank Entities within the preceding two years, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either case, a “Competitor”) if (i) such Competitor operates, or is planning to operate, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities and (ii) such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities during the Restricted Period; orits Affiliates conducted business; (b) sell or solicit sales of Competitive Products to Persons within such 50 mile radiusThe Participant will not contact, solicit, perform services for, or accept business from any customer or prospective customer of the Company or any of its Affiliates; (c) The Participant will not directly or indirectly induce any employee of the Company or any of its Affiliates to: (1) engage in any activity or conduct which is prohibited pursuant to subparagraph 8.1(a); or (2) terminate such employee’s employment with the Company or any of its Affiliates. Moreover, the Participant will not directly or indirectly employ or offer employment (in connection with any business substantially similar to any line of business conducted by the Company or any of its Affiliates) to any person who was employed by the Company or any of its Affiliates unless such person shall have ceased to be employed by the Company or any of its Affiliates for a period of at least 12 months; and (d) The Participant will not directly or indirectly assist others in engaging in any Competitor of the activities, which are prohibited under subparagraphs (a) — (c) above. Notwithstanding the foregoing, if the Restriction Period set forth herein is shorter in duration following Participant’s termination of employment with the Company and its Affiliates than in any other prior Award Agreement, the Restriction Period set forth herein shall be the Restriction Period for all such prior Award Agreements and related Awards. Similarly, if the Restriction Period is longer in this Agreement than in prior Award Agreements, the Restriction Period set forth in such sales activities. Notwithstanding any provision hereof prior Award Agreements and related Awards shall be amended hereby and have the same applicable Restriction Period following Participant’s termination of employment with the Company and its Affiliates as set forth herein (and the Participant shall be deemed to have consented to such amendment by executing this Agreement). 1.2 It is expressly understood and agreed that although the contrary, Participant and the Company consider the restrictions contained in this Section 8.5 does not restrict Executive’s right 8 to (i) own securities be reasonable, if a final judicial determination is made by a court of any Entity competent jurisdiction that files periodic reports with the Securities and Exchange Commission under Section 13 time or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) of the outstanding securities of such company and that such ownership does not does not violate: (A) the Code of Conduct territory or any other policy of restriction contained in this Agreement is an unenforceable restriction against the Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete Agreement as of August 1, 2014 (the “Non-Compete”). Notwithstanding the aboveParticipant, the provisions of this Section 8.5 Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable against such Participant. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the event enforceability of any of the Executive (a) continued employment with other restrictions contained herein. The restrictive covenants set forth in this Section 8 shall be extended by any amount of time that the Participant is in breach of such covenants, such that the Company and receives the Bank upon a Change in Control and then (b) voluntarily resigns from full benefit of the Company and the Bank effective in the thirteenth or fourteenth month following such Change in Control and (c) no Change in Control Payment had been paid to Executive in connection with the Change in Controltime duration set forth above.

Non-Competition. Executive hereby acknowledges and agrees that, a. At all times during the course of employment, in addition to ExecutiveEmployee’s access to Confidential Information, Executive has becomeemployment hereunder, and will become, familiar with and involved in all aspects for a period equal to the longer of the business and operations of the Bank Entities. Executive hereby covenants and agrees that during the Term until the earlier to occur of the date (i) one (1) year after termination of employment with the Termination Company or (ii) three (3) years from the Effective Date, or the Expiration Date (the “Restricted Period”), Executive will not at any time (except for the Bank Entities)Employee shall not, directly or indirectly, engage in any capacity business, (except where approved by the Company in writing in advance), whether as a proprietor, owner, agentoperator, officer, director, shareholder, organizer, partner, principal, manager, member, employee, contractor, consultant or otherwise): shareholder (a) provide any advice, assistance or services except as a holder of the kind or nature which he provided to any of the Bank Entities or relating to business activities of the type engaged in by any of the Bank Entities within the preceding two years, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either case, a “Competitor”) if (i) such Competitor operates, or is planning to operate, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities and (ii) such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities during the Restricted Period; or (b) sell or solicit sales of Competitive Products to Persons within such 50 mile radius, or assist any Competitor in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 does not restrict Executive’s right to (i) own securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less more than two five percent (25%) of the outstanding stock of any company traded on a national securities of such company and that such ownership does not does not violate: (A) the Code of Conduct exchange or actively traded in a national over-the-counter market), director, partner, creditor, consultant, agent, employee or in any other policy capacity whatsoever that manufactures products or provides services that compete, in any material respect, directly with products or services of the BankCompany (its affiliates, including any policy related to inside information; parents, subsidiaries or predecessors in interest) or markets such products anywhere in the world where the Company (Bits affiliates, parents, subsidiaries or predecessors in interest) any applicable securities law; (i) is engaged in business or (Cii) any applicable standstill has evidenced an intention of engaging in business and for which the Company, its affiliates, parents, or other similar contractual obligation its subsidiaries prepared a business plan or study or committed resources of the BankCompany to investigate on or before the date of termination of Employee’s employment. The Employee acknowledges that he has read the foregoing and agrees that the nature of the geographical restrictions are reasonable given the international nature of the Company’s business. In the event that these geographical or temporal restrictions are judicially determined to be unreasonable, the parties have also entered into agree that certain Non-Compete Agreement as of August 1, 2014 (these restrictions shall be judicially reformed to the “Non-Compete”). maximum restrictions which are reasonable. b. Notwithstanding the above, the provisions of this Section 8.5 shall not apply the preceding Paragraph 10a., Employee may accept employment with a company that would be deemed to be a competitor of the Company (its affiliates, parents, subsidiaries or predecessors in interest) as described in the event previous sentence (“Competitor”), so long as (i) the Executive Competitor has had annual revenues of at least $1 billion in each of the prior two fiscal years, (aii) continued employment the Competitor’s revenues for products and maintenance in direct competition with the Company does not exceed 50% of its total revenues and (iii) Employee’s responsibilities are solely for divisions or subsidiaries of the Bank upon a Change in Control and then (b) voluntarily resigns from Competitor that do not compete with the Company and the Bank effective (its affiliates, subsidiaries or predecessors in the thirteenth or fourteenth month following such Change in Control and (c) no Change in Control Payment had been paid to Executive in connection with the Change in Controlinterest).

Non-Competition. Executive hereby acknowledges and agrees that, during the course of employment, in addition to Executive’s access to Confidential Information, Executive has become, and will become, familiar with and involved in all aspects of the business and operations of the Bank Entities. Executive hereby The Optionee covenants and agrees that during the Term until Optionee’s Employment and for a period of twelve (12) months (and such period shall be tolled on a day-to-day basis for each day during which the earlier to occur Optionee participates in any activity in violation of the date one (1restrictions set forth in this Section 5(a)) year after following the Termination DateOptionee’s termination of Employment, whether such termination occurs at the insistence of the Company or its Affiliates or the Expiration Date Optionee (the “Restricted Period”for whatever reason), Executive the Optionee will not at any time (except for the Bank Entities)not, directly or indirectly, alone or in any capacity association with others, anywhere in the Territory (whether as a proprietordefined below), ownerown, agentmanage, operate, control or participate in the ownership, management, operation or control of, or be connected as an officer, employee, investor, principal, joint venturer, shareholder, partner, director, shareholderconsultant, organizeragent or otherwise with, partneror have any financial interest (through stock or other equity ownership, principalinvestment of capital, manager, member, employee, contractor, consultant the lending of money or otherwise): (a) provide in, any advicebusiness, assistance venture or services activity that directly or indirectly competes, or is in planning, or has undertaken any preparation, to compete, with the Business of the kind Company or nature which he provided to any of the Bank Entities or relating to business activities of the type engaged in by any of the Bank Entities within the preceding two years, to its Immediate Affiliates (any Person who owns engages in any such business venture or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either caseactivity, a “Competitor”) if (i) such Competitor operates), or is planning to operate, any office, branch or other facility (except that nothing contained in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities and (ii) such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities during the Restricted Period; or (b) sell or solicit sales of Competitive Products to Persons within such 50 mile radius, or assist any Competitor in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 does not restrict Executive5(a) shall prevent the Optionee’s right to (i) own securities wholly passive ownership of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) or less of the outstanding equity securities of such company and any Competitor that such ownership does not does not violate: (A) the Code of Conduct or any other policy of the Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bankis a publicly-traded company. The parties have also entered into that certain Non-Compete Agreement as of August 1, 2014 (the “Non-Compete”). Notwithstanding the above, the provisions For purposes of this Section 8.5 5(a), the “Business of the Company or any of its Immediate Affiliates” is that of arts and crafts, or framing specialty retailer or wholesaler providing materials, ideas and education for creative activities, or framing, as well as any other business that the Company or any of its Immediate Affiliates conducts or is actively planning to conduct at any time during the Optionee’s Employment, or with respect to the Optionee’s obligations following his or her termination of Employment the twelve (12) months immediately preceding the Optionee’s termination of Employment; provided, that the term “Competitor” shall not apply in include any business, venture or activity whose gross receipts derived from the event the Executive retail or wholesale sale of arts and crafts, or framing products and services (a) continued employment aggregated with the Company and the Bank upon a Change in Control and then (b) voluntarily resigns gross receipts derived from the retail and wholesale sale of such products or any related business, venture or activity) are less than ten percent (10%) of the aggregate gross receipts of such businesses, ventures or activities. For purposes of this Section 5(a), the “Territory” is comprised of those states within the United States, those provinces of Canada, and any other geographic area in which the Company and or any of its Immediate Affiliates was doing business or actively planning to do business at any time during the Bank effective in Optionee’s Employment, or with respect to the thirteenth Optionee’s obligations following his or fourteenth month following her termination of Employment the twelve (12) months immediately preceding the Optionee’s termination of Employment. For purposes of this Section, “Immediate Affiliates” means those Affiliates which are one of the following: (i) a direct or indirect subsidiary of the Company, (ii) a parent to the Company or (iii) a direct or indirect subsidiary of such Change in Control and (c) no Change in Control Payment had been paid to Executive in connection with the Change in Controla parent.

Non-Competition. Executive hereby acknowledges During the term of this Agreement and agrees that, during the course of employment, in addition to Executive’s access to Confidential Information, Executive has become, and will become, familiar with and involved in all aspects of the business and operations of the Bank Entities. Executive hereby covenants and agrees that during the Term until the earlier to occur of the date one (1) year after the Termination Datewhile Employee receives Severance Pay, or the Expiration Date if longer, for a period of twelve (the “Restricted Period”), Executive will not at any time (except for the Bank Entities)12) months following termination; Employee shall not, directly or indirectly, in any capacity (whether as a proprietor, owner, agent, officer, director, shareholder, organizer, partner, principal, manager, member, employee, contractor, consultant or otherwise):: 3 (a) provide Engage, and shall have no investment, involvement or other connection whatsoever, direct or indirect, with any advicecorporation, assistance partnership, proprietorship, individual or services other business entity that is engaged, in whole or in part, in any line of business that is the same as, similar to or directly or indirectly in competition with the business of Employer, or its successors and assigns, as it is now, or as it may during Employee's employment be, conducted in North America ("Competing Entity"); provided that this provision shall not restrict the right of Employee to own less than one percent of the kind outstanding shares of capital stock in any company listed on a national or nature which he provided to any regional stock exchange, or whose stock is quoted on a NASDAQ market, regardless of the Bank Entities or relating to business activities nature of the type engaged in by any of the Bank Entities within the preceding two years, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either case, a “Competitor”) if (i) such Competitor operates, or is planning to operate, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities and (ii) such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities during the Restricted Period; orbusiness. (b) sell Be or solicit sales of Competitive Products to Persons within such 50 mile radiusbecome a shareholder, partner or other investor, or assist an officer, employee, consultant, adviser or director or an agent (whether independent or otherwise) for any Competitor in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 does not restrict Executive’s right to (i) own securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amendedCompeting Entity; provided that Executive’s total ownership constitutes this provision shall not, however, restrict the right of Employee to own less than two one percent (2%) of the outstanding securities shares of such capital stock in any company and that such ownership does not does not violate: (A) the Code of Conduct listed on a national or any other policy regional stock exchange, or whose stock is quoted on a NASDAQ market, regardless of the Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation nature of the Bank. The parties have also entered into that certain Non-Compete Agreement as of August 1, 2014 (the “Non-Compete”). Notwithstanding the above, the provisions of this Section 8.5 shall not apply in the event the Executive (a) continued employment with the Company and the Bank upon a Change in Control and then (b) voluntarily resigns from the Company and the Bank effective in the thirteenth or fourteenth month following such Change in Control and business. (c) no Change Solicit, either for himself or on behalf of any Competing Entity, any "active customer of Employer" where an "active customer of Employer" is a person or entity who or which is or has been a customer of Employer at any time during the term of Employee's employment or during the two years preceding Employee's termination of employment. (d) Induce or attempt to influence any employee of Employer to terminate employment, except in Control Payment had his capacity as an officer of Employer. Employee acknowledges that Employer has been paid conducting its business in North America, and that the restrictive covenants assumed by Employee pursuant to Executive in connection with this Agreement are essential to the Change in Controlbusiness of Employer and its goodwill.

Non-Competition. Executive hereby acknowledges and The Employee agrees that, except as otherwise provided herein, during the course Employment and for (x) a period of employment, in addition two (2) years after any Termination Date applicable to Executive’s access to Confidential Information, Executive has becomeany termination of the Employment under Section 5(A)(ii) or Section 5(B)(i)(b), and will become, familiar with and involved in all aspects (y) a period of the business and operations of the Bank Entities. Executive hereby covenants and agrees that during the Term until the earlier to occur of the date one (1) year after any Termination Date applicable to any termination of the Termination Date, or the Expiration Date (the “Restricted Period”Employment under Section 5(A)(iii), Executive Employee will not at any time (except for the Bank Entities), directly or indirectly, whether or not for compensation and whether or not as an employee, be engaged in or have any impermissible financial interest in any capacity business that is in fact competing with the Company (whether as a proprietor"competing business"). For purposes of this Agreement, ownerthe Employee shall be deemed to be engaged in a competing business if the business is a pan-regional, agentcommunity based, consumer oriented, internet service focused on Latin America, and Employee is an employee, officer, director, shareholderpartner or consultant of such competing business or has an impermissible financial interest therein. For purposes of this Agreement, organizerthe Employee shall only be deemed to have an impermissible financial interest in a competing business if Employee is a partner or shareholder therein, partner, principal, manager, member, employee, contractor, consultant or otherwise): (a) provide except as provided hereafter. Employee shall be deemed to have an impermissible financial interest in any advice, assistance or services of the kind or nature which he provided to any of the Bank Entities or relating to competing Publicly Traded business activities of the type engaged in by any of the Bank Entities within the preceding two years, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either case, a “Competitor”) if Employee (i) such Competitor operatesduring the Employment, beneficially or is planning to operatedirectly owns more than one percent (1%), any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities and (ii) such Branch competes following any Termination Date, directly owns more than three percent (3%) or will compete with the products or services offered or planned to be offered by the Bank Entities during the Restricted Period; or beneficially owns more than five percent (b) sell or solicit sales of Competitive Products to Persons within such 50 mile radius5%), or assist any Competitor in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 does not restrict Executive’s right to (i) own securities each case of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) class of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) of the outstanding securities of such company and that such ownership does Publicly Traded company, whether or not does not violate: (A) the Code of Conduct Employee is an officer, director, partner, employee or any other policy of the Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete Agreement as of August 1, 2014 (the “Non-Compete”). Notwithstanding the above, the provisions of this Section 8.5 shall not apply in the event the Executive (a) continued employment with the Company and the Bank upon a Change in Control and then (b) voluntarily resigns from the Company and the Bank effective in the thirteenth or fourteenth month following such Change in Control and (c) no Change in Control Payment had been paid to Executive in connection with the Change in Controlconsultant thereto.

Non-Competition. Executive hereby acknowledges and agrees thatDuring the Restricted Period, during (a) none of the course members of employment, the Non-Compete Group or any of their Affiliates shall engage in addition to Executive’s access to Confidential Information, Executive has becomeRestricted Activities in the Restricted Area, and will become, familiar with and involved in all aspects (b) none of the business and operations members of the Bank Entities. Executive hereby covenants and agrees that during the Term until the earlier to occur Non-Compete Group or any of the date one (1) year after the Termination Datetheir Affiliates shall serve as an officer, director, partner, member, employee, consultant, contractor, joint venturer, or the Expiration Date (the “Restricted Period”)agent of, Executive will not at any time (except for the Bank Entities)or own, directly or indirectly, any equity interest in any capacity Person that engages in Restricted Activities within the Restricted Area; provided, however, that (whether i) MEP may serve as a proprietor, owner, agent, an officer, director, shareholder, organizer, partner, principal, manager, member, employee, consultant, contractor, consultant joint venturer, stockholder, or otherwise): (a) provide any advice, assistance or services agent of the kind or nature which he provided to any PREIT Entities and may serve as a director of the Bank Entities or relating to business activities of the type engaged in by any of the Bank Entities within the preceding two years, to any Person who owns or operates a Competitive Business or to any Person that is attempting not engaged in nor has any stated business plan to initiate or acquire a Competitive Business (be engaged in either case, a “Competitor”) if (i) such Competitor operates, or is planning to operate, any office, branch or other facility (Restricted Activities in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius the Restricted Area as of the Bank’s headquarters or any Branch date when MEP would become a director of such Person; provided, however, that, if MEP becomes a director of such Person, and such Person subsequently engages in Restricted Activities, MEP shall recuse himself from participation in the activities of the Bank Entities and board of directors of such Person on all matters in connection with the Restricted Activities of such Person, (ii) such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities during the Restricted Period; or (b) sell or solicit sales Non-Compete Group may make passive investments in a class of Competitive Products to Persons within such 50 mile radius, or assist any Competitor in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 does not restrict Executive’s right to (i) own equity securities of any Entity Person that files periodic reports is engaged in Restricted Activities in the Restricted Area, so long as such investment does not exceed with respect to any Person in the Securities aggregate for all of the members of the Non-Compete Group and Exchange Commission under Section 13 or 15(dany of their Affiliates five percent (5%) of the Securities Exchange Act voting power of 1934, as amended; provided that Executive’s total ownership constitutes less than two the voting equity securities of such Person or five percent (25%) of the outstanding equity securities of such company and that such ownership does not does not violate: Person, (Aiii) the Code of Conduct or any other policy of the Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete Agreement as of August 1Group may own, 2014 operate, invest in, manage, re-develop and lease Oak Ridge Mall and the properties being conveyed to CIT pursuant to the Exchange Agreement, (iv) the “Non-Compete”). Notwithstanding Compete Group may engage in activities that are directly related to the aboveoperation of hotels and convention centers, (v) if the Non-Compete Group engages in Restricted Activities within an area, which was not a Restricted Area prior to the time of such engagement, the provisions Non-Compete Group shall be permitted to engage in such Restricted Activities within such area and (vi) if the Non-Compete Group makes an investment in a class of equity securities of any Person that is engaged in Restricted Activities within an area which was not a Restricted Area prior to the time of such investment, the Non-Compete Group shall be permitted to make and maintain such investment notwithstanding that such investment may exceed five percent (5%) of the voting power of the voting equity securities of such Person or five percent (5%) of the outstanding equity securities of such Person. Without limiting the generality of this Section 8.5 paragraph, during the Restricted Period no member of the Non-Compete Group or any of their Affiliates shall not apply serve as a consultant to any person or entity if such consulting services reasonably could be expected to help such person or entity (or the Affiliates of such person or entity) engage in Restricted Activities in the event the Executive (a) continued employment with the Company and the Bank upon a Change in Control and then (b) voluntarily resigns from the Company and the Bank effective in the thirteenth or fourteenth month following such Change in Control and (c) no Change in Control Payment had been paid to Executive in connection with the Change in ControlRestricted Area.

Non-Competition. Executive hereby acknowledges and agrees that, during (a) Upon the course of employment, in addition to Executive’s access to Confidential Information, Executive has become, and will become, familiar with and involved in all aspects expiration of the business and operations term of the Bank Entities. Executive hereby covenants and agrees that during Employee’s employment hereunder or in the Term until event the earlier to occur Employee’s employment hereunder terminates prior thereto for any reason whatsoever, the Employee shall not, for a period of the date one (1) year after the Termination Dateoccurrence of such event, for himself, or as the Expiration Date agent of, on behalf of, or in conjunction with, any person or entity, solicit or attempt to solicit, whether directly or indirectly: (the “Restricted Period”), Executive will not at i) any time (except for employee of the Bank Entities)to terminate such employee’s employment relationship with the Bank; or (ii) any savings and loan, banking or similar business from any person or entity that is or was a client, employee, or customer of the Bank and had dealt with the Employee or any other employee of the Bank under the supervision of the Employee. (b) In the event Employee voluntarily resigns pursuant to section 6 (b) of this Agreement, or in the event the Employee’s employment hereunder is terminated for cause, the Employee shall not, for a period of one (1) year from the date of termination, directly or indirectly, own, manage, operate or control, or participate in the ownership, management, operation or control of, or be employed by or connected in any capacity (whether as a proprietor, owner, agent, officer, director, shareholder, organizer, partner, principal, manager, member, employee, contractor, consultant or otherwise): (a) provide any advice, assistance or services of the kind or nature which he provided to any of the Bank Entities or relating to business activities of the type engaged in by any of the Bank Entities within the preceding two years, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either case, a “Competitor”) if manner with; (i) such Competitor operates, or is planning to operate, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) financial institution having an office located within a fifty (50) mile radius miles of the Bank’s headquarters or any Branch office of the Bank Entities and as of the date of termination; or by (ii) such Branch competes any person or will compete with entity engaged in any business or activity in the products prepaid debit card, payments or similar industry, or which relates in any way to the prepaid debit card products, payment services offered or planned to be offered by and other related services of Bank, anywhere within the Bank Entities during the Restricted Period; orUnited States. (c) The provisions of subsections (a) and (b) sell or solicit sales of Competitive Products to Persons within such 50 mile radiushereof shall not prevent the Employee from purchasing, or assist any Competitor in such sales activities. Notwithstanding any provision hereof to the contrarysolely for investment, this Section 8.5 does not restrict Executive’s right to more than five percent (i5%) own securities of any Entity that files periodic reports with financial institution’s stock or other securities which are traded on any national or regional securities exchange or are actively traded in the Securities over-the-counter market and Exchange Commission registered under Section 13 or 15(d12 (g) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent . (2%d) of the outstanding securities of such company and that such ownership does not does not violate: (A) the Code of Conduct or any other policy of the Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete Agreement as of August 1, 2014 (the “Non-Compete”). Notwithstanding the above, the provisions of this Section 8.5 shall not apply in survive the event termination of the Executive (a) continued Employee’s employment with hereunder whether by expiration of the Company and the Bank upon a Change in Control and then (b) voluntarily resigns from the Company and the Bank effective in the thirteenth term thereof or fourteenth month following such Change in Control and (c) no Change in Control Payment had been paid to Executive in connection with the Change in Controlotherwise.

Non-Competition. Executive hereby acknowledges and agrees that, during (a) During the course of employment, Restriction Period (as defined in addition to Executive’s access to Confidential Information, Executive has become, and will become, familiar with and involved in all aspects of the business and operations of the Bank Entities. Executive hereby covenants and agrees that during the Term until the earlier to occur of the date one (1Section 13(b) year after the Termination Date, or the Expiration Date (the “Restricted Period”below), Executive will shall not at engage in Competition with the Company or any time (except for the Bank Entities), directly or indirectly, Subsidiary. “Competition” shall mean engaging in any capacity (activity, except as provided below, for a Competitor of the Company or any Subsidiary, whether as a proprietoran employee, ownerconsultant, principal, agent, officer, director, shareholder, organizer, partner, principal, manager, member, employee, contractor, consultant shareholder (except as a less than one percent shareholder of a publicly traded company) or otherwise): . A “Competitor” shall mean (ai) provide Bed Bath & Beyond, Inc., Home Place Inc., ▇.▇. ▇▇▇▇▇▇, Federated Department Stores, ▇▇▇▇, Target, Sears, Home Depot and K-Mart (and any advicesuccessor or successors thereto); (ii) any home textiles or housewares store, assistance specialty store or services other retailer if either $25 million or 40% or more of the kind or nature which he provided to any of the Bank Entities or relating to business activities of the type engaged in by any of the Bank Entities within the preceding two years, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business its annual gross sales revenues (in either case, a “Competitor”based on the most recent quarterly or annual financial statements available) if are derived from the sale of home textiles, housewares or other goods or merchandise of the types sold in the Company’s (ior any Subsidiary’s) such Competitor operatesstores; (iii) any corporation or other entity whether independent or owned, funded or controlled by any other entity, engaged or organized for the purpose of engaging, in whole or in part, in the sale of home textiles, housewares or other goods or merchandise of the types sold in the Company’s (or any Subsidiary’s) stores; (iv) any business that provides buying office services to any business or group of businesses referred to above, or is planning to operate, (v) any office, branch or other facility business (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters U.S. or any Branch of country in which the Bank Entities and (ii) such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities during the Restricted Period; or (b) sell or solicit sales of Competitive Products to Persons within such 50 mile radius, or assist any Competitor in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 does not restrict Executive’s right to (i) own securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) of the outstanding securities of such company and that such ownership does not does not violate: (A) the Code of Conduct Company or any other policy of the Bank, including any policy related to inside information; (BSubsidiary operates a store or stores) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete Agreement as of August 1, 2014 (the “Non-Compete”). Notwithstanding the above, the provisions of this Section 8.5 shall not apply which is in the event the Executive (a) continued employment material competition with the Company or any Subsidiary or division thereof and in which Executive’s functions would be substantially similar to Executive’s functions with the Bank upon Company. If Executive commences employment or becomes a Change consultant, principal, agent, officer, director, partner, or shareholder of any entity that is not a Competitor at the time Executive initially becomes employed or becomes a consultant, principal, agent, officer, director, partner, or shareholder of the entity, future activities of such entity shall not result in Control and then a violation of this provision unless (bx) voluntarily resigns from such activities were contemplated by Executive at the time Executive initially became employed or becomes a consultant, principal, agent, officer, director, partner, or shareholder of the entity or (y) Executive commences directly or indirectly to advise, plan, oversee or manage the activities of an entity which becomes a Competitor during the Restriction Period, that activities are competitive with the activities of the Company and the Bank effective in the thirteenth or fourteenth month following such Change in Control and (c) no Change in Control Payment had been paid to Executive in connection with the Change in Controlany Subsidiary.

Non-Competition. Executive hereby acknowledges and agrees that, during (a) During the course of employment, Restriction Period (as defined in addition to Executive’s access to Confidential Information, Executive has become, and will become, familiar with and involved in all aspects of the business and operations of the Bank Entities. Executive hereby covenants and agrees that during the Term until the earlier to occur of the date one (1Section 13(b) year after the Termination Date, or the Expiration Date (the “Restricted Period”below), Executive will shall not at engage in Competition with the Company or any time (except for the Bank Entities), directly or indirectly, Subsidiary. "Competition" shall mean engaging in any capacity (activity, except as provided below, for a Competitor of the Company or any Subsidiary, whether as a proprietoran employee, ownerconsultant, principal, agent, officer, director, shareholder, organizer, partner, principal, manager, member, employee, contractor, consultant shareholder (except as a less than one percent shareholder of a publicly traded company) or otherwise): . A "Competitor" shall mean (ai) provide Bed Bath & Beyond, Inc., Home Place Inc., J.C. Penney, Federated Depart▇▇▇▇ ▇▇▇▇▇▇, Mays, Target, Sears, Home Depo▇ ▇▇d K-Mart (and any advicesuccessor or successors thereto); (ii) any home textiles or housewares store, assistance specialty store or services other retailer if either $25 million or 40% or more of the kind or nature which he provided to any of the Bank Entities or relating to business activities of the type engaged in by any of the Bank Entities within the preceding two years, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business its annual gross sales revenues (in either case, a “Competitor”based on the most recent quarterly or annual financial statements available) if are derived from the sale of home textiles, housewares or other goods or merchandise of the types sold in the Company's (ior any Subsidiary's) such Competitor operatesstores; (iii) any corporation or other entity whether independent or owned, funded or controlled by any other entity, engaged or organized for the purpose of engaging, in whole or in part, in the sale of home textiles, housewares or other goods or merchandise of the types sold in the Company's (or any Subsidiary's) stores; (iv) any business that provides buying office services to any business or group of businesses referred to above, or is planning to operate, (v) any office, branch or other facility business (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters U.S. or any Branch of country in which the Bank Entities and (ii) such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities during the Restricted Period; or (b) sell or solicit sales of Competitive Products to Persons within such 50 mile radius, or assist any Competitor in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 does not restrict Executive’s right to (i) own securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) of the outstanding securities of such company and that such ownership does not does not violate: (A) the Code of Conduct Company or any other policy of the Bank, including any policy related to inside information; (BSubsidiary operates a store or stores) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete Agreement as of August 1, 2014 (the “Non-Compete”). Notwithstanding the above, the provisions of this Section 8.5 shall not apply which is in the event the Executive (a) continued employment material competition with the Company or any Subsidiary or division thereof and in which Executive's functions would be substantially similar to Executive's functions with the Bank upon Company. If Executive commences employment or becomes a Change consultant, principal, agent, officer, director, partner, or shareholder of any entity that is not a Competitor at the time Executive initially becomes employed or becomes a consultant, principal, agent, officer, director, partner, or shareholder of the entity, future activities of such entity shall not result in Control and then a violation of this provision unless (bx) voluntarily resigns from such activities were contemplated by Executive at the time Executive initially became employed or becomes a consultant, principal, agent, officer, director, partner, or shareholder of the entity or (y) Executive commences directly or indirectly to advise, plan, oversee or manage the activities of an entity which becomes a Competitor during the Restriction Period, that activities are competitive with the activities of the Company and the Bank effective in the thirteenth or fourteenth month following such Change in Control and (c) no Change in Control Payment had been paid to Executive in connection with the Change in Controlany Subsidiary.

Non-Competition. Executive hereby The Employee acknowledges that the Employee (a) will perform services of a unique nature for the Company Group that are irreplaceable, and agrees thatthat the Employee’s performance of such services to a competing business will result in irreparable harm to the Company Group, (b) will have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company Group, (c) would inevitably use or disclose such Confidential Information in the course of the Employee’s employment by a competitor, (d) will have access to the customers of the Company Group, (e) will receive specialized training from the Company Group, and (f) will generate goodwill for the Company Group in the course of the Employee’s employment. Accordingly, during the course Employment Term and for a period of employment6 months immediately thereafter, in addition to Executive’s access to Confidential Information, Executive has become, and will become, familiar with and involved in all aspects of the business and operations of the Bank Entities. Executive hereby covenants and Employee agrees that during the Term until the earlier to occur of the date one (1) year after the Termination Date, or the Expiration Date (the “Restricted Period”), Executive Employee will not at any time (except for the Bank Entities)not, directly or indirectly, other than through the Company, engage or participate (or prepare to engage or participate), in any capacity (manner, whether as a proprietordirectly or indirectly through an employee, owneremployer, consultant, agent, principal, partner, more than 1% shareholder, officer, director, shareholderlicensor, organizerlender, partnerlessor or in any other individual or representative capacity, principal, manager, member, employee, contractor, consultant in any business or otherwise): (a) provide any advice, assistance or services activity which is in competition with the business of the kind Company Group in the leasing, acquiring, exploring or nature which he provided producing hydrocarbons and related products within the boundaries of, or within a ten-mile radius of the boundaries of, any mineral property interest of any member of the Company Group (including, without limitation, a mineral lease, overriding royalty interest, production payment, net profits interest, mineral fee interest or option or right to acquire any of the Bank Entities foregoing, or relating an area of mutual interest as designated pursuant to business activities contractual agreements between any member of the type engaged in by Company Group and any third party), or any other property on which any of the Bank Entities within Company Group has an option, right, license or authority to conduct or direct exploratory activities, such as three-dimensional seismic acquisition or other seismic, geophysical and geochemical activities (but not including any preliminary geological mapping), provided that the preceding two yearsforegoing will not restrict the Employee from obtaining post-termination employment with an entity that only has de minimis operations in the restricted territory (as determined by the Board in good faith); provided that, to any Person who owns or operates this Section 7.4 will not preclude the Employee from making passive investments in securities of oil and gas companies which are registered on a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either casenational stock exchange, a “Competitor”) if (i) the aggregate amount owned by the Employee and Employee’s spouse and children, if any, does not exceed 1% of such Competitor operatescompany’s outstanding securities, or is planning to operate, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities and (ii) the aggregate amount invested in such Branch competes or will compete with the products or services offered or planned to be offered investments by the Bank Entities during the Restricted Period; or (b) sell or solicit sales of Competitive Products to Persons within such 50 mile radius, or assist any Competitor in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 Employee and Employee’s spouse and children does not restrict Executive’s right to (i) own securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) of the outstanding securities of such company and that such ownership does not does not violate: (A) the Code of Conduct or any other policy of the Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete Agreement as of August 1, 2014 (the “Non-Compete”). Notwithstanding the above, the provisions of this Section 8.5 shall not apply in the event the Executive (a) continued employment with the Company and the Bank upon a Change in Control and then (b) voluntarily resigns from the Company and the Bank effective in the thirteenth or fourteenth month following such Change in Control and (c) no Change in Control Payment had been paid to Executive in connection with the Change in Controlexceed $1,000,000.

Non-Competition. (a) The Executive hereby further acknowledges and agrees that, during that in the course of employmentemployment the Executive will be assigned duties that will give the Executive knowledge of confidential and proprietary information which relates to the conduct and details of the Corporation’s business including the Corporation’s customers and marketing programs and which may result in irreparable injury to the Corporation if the Executive could enter into the employment of a business which is the same as or similar to and which is competitive to the Business (as Business is hereinafter defined) of the Corporation. The Executive agrees with, in addition to and for the benefit of, the Corporation that the Executive shall not without the prior written approval of the Board of Directors of the Corporation during the term of the Executive’s access to Confidential Information, Executive has become, and will become, familiar employment with and involved in all aspects of the business and operations of the Bank Entities. Executive hereby covenants and agrees that during the Term until the earlier to occur of the date one (1) year after the Termination Date, Corporation or the Expiration Date (the “Restricted Period”), Executive will not at any time within the period of two (except for 2) years following the Bank Entities)date of cessation of the Executive’s employment with the Corporation, however caused, either as an individual or as a partner or joint venturer or otherwise in conjunction with any person or persons, firm, association, syndicate, company or corporation, as principal, agent, consultant, director, officer, employee, investor or in any other manner whatsoever, directly or indirectly, carry on, be engaged in, be interested in, or be concerned with, or permit the Executive’s name or any part thereof to be used or employed by any such person or persons, firm, association, syndicate, company or corporation, carrying on, engaged in, interested in any capacity (whether or concerned with, a business which is the same as a proprietor, owner, agent, officer, director, shareholder, organizer, partner, principal, manager, member, employee, contractor, consultant or otherwise): (a) provide any advice, assistance or services similar to the business conducted by the Corporation as at the date of cessation of the kind or nature which he provided to any of Executive’s employment (the Bank Entities or relating to business activities of the type engaged in by any of the Bank Entities within the preceding two years, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either case, a “CompetitorBusiness”) if (i) such Competitor operates, within Canada and the United States or is planning to operate, any office, branch or other facility (anywhere in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities and (ii) such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities during the Restricted Period; orworld. (b) sell The Executive has the right to request the Corporation in advance for its agreement that a proposed business or solicit sales position is not prohibited within the terms of Competitive Products to Persons within such 50 mile radius, or assist any Competitor in such sales activitiesthis Agreement. Notwithstanding any provision hereof If the Executive receives written acknowledgment by the Corporation that the Corporation does not object to the contrary, this Section 8.5 does not restrict Executive’s right participation in any proposed business or position, then the Executive shall be allowed to so participate. (ic) own This Article shall not prevent the Executive from purchasing as a passive investor up to 2% of the outstanding publicly traded shares or other securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) class of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) of the outstanding securities of such company and that such ownership does not does not violate: (A) the Code of Conduct or any other policy of the Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete Agreement as of August 1, 2014 (the “Non-Compete”). Notwithstanding the above, the provisions of this Section 8.5 shall not apply in the event the Executive (a) continued employment with the Company and the Bank upon an issuer listed on a Change in Control and then (b) voluntarily resigns from the Company and the Bank effective in the thirteenth or fourteenth month following such Change in Control and (c) no Change in Control Payment had been paid to Executive in connection with the Change in Controlrecognized stock exchange.

Non-Competition. Executive hereby acknowledges and agrees that(a) Other than in connection with the performance of Seller’s obligations under the Ancillary Agreements, during the course period that commences on the Closing Date and ends on the earlier of employment, in addition to Executive’s access to Confidential Information, Executive has become, and will become, familiar with and involved in all aspects (i) the [***] anniversary of the business Closing Date and operations of (ii) the Bank Entities. Executive hereby covenants and agrees that during the Term until the earlier to occur [***] anniversary of the date one on which the first New Drug Application is approved with respect to a Product, Seller shall not, and shall not permit any of its affiliates (1including the Company) year after to, directly or indirectly: (A) engage in or assist any other person in engaging in (including through the Termination Dategrant of a license or other right) the Restricted Business anywhere in the Territory or (B) have an ownership interest in any person that engages in the Restricted Business in the Territory. Notwithstanding the foregoing, Seller or the Expiration Date (the “Restricted Period”), Executive will not at any time (except for the Bank Entities)of its affiliates may own, directly or indirectly, in securities of any capacity (whether as a proprietor, owner, agent, officer, director, shareholder, organizer, partner, principal, manager, member, employee, contractor, consultant or otherwise): (a) provide any advice, assistance or services of the kind or nature which he provided to any of the Bank Entities or relating to business activities of the type person engaged in by any of the Bank Entities within the preceding two years, to any Person who owns or operates a Competitive Restricted Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either case, a “Competitor”) if (i) such Competitor operatesSeller or its affiliate is not a controlling person of, or is planning to operate, any office, branch or other facility a member of a group (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius the meaning of the Bank’s headquarters or any Branch of the Bank Entities and (ii) such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities during the Restricted Period; or (b) sell or solicit sales of Competitive Products to Persons within such 50 mile radius, or assist any Competitor in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 does not restrict Executive’s right to (i) own securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d13(d)(3) of the Securities Exchange Act of 1934) which controls such person and (ii) Seller and its affiliates collectively do not, as amended; provided that Executive’s total ownership constitutes less directly or indirectly, own more than two five percent (25%) of the outstanding any class of securities of such company person. (b) During the period that commences on the Closing Date and that such ownership does ends on the earlier of (i) the date on which Seller has been paid Milestone Payments in an amount equal to the Milestone Payment Cap and (ii) the date on which all Payment Obligors cease engaging in activities required to achieve Net Sales, Purchaser shall not, and shall not does not violatepermit the Company or any of its Affiliated Payment Obligors to, directly or indirectly: (A) the Code of Conduct engage in or assist any other policy person in engaging in (including through the grant of a license or other right) the Bank, including any policy related to inside informationRestricted [***] = Portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment requested under 17 C.F.R. Sections 200.80(b)(4) and 230.406. Business anywhere in the Territory; or (B) have an ownership interest in any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of person that engages in the Bank. The parties have also entered into that certain Non-Compete Agreement as of August 1, 2014 (Restricted Business in the “Non-Compete”)Territory. Notwithstanding the aboveforegoing, the provisions Purchaser may own, directly or indirectly, securities of this Section 8.5 shall not apply any person engaged in the event Restricted Business if (i) Purchaser or its affiliate is not a controlling person of, or a member of a group (within the Executive (ameaning of Section 13(d)(3) continued employment with of the Company and the Bank upon a Change in Control and then (bSecurities Exchange Act of 1934) voluntarily resigns from the Company and the Bank effective in the thirteenth or fourteenth month following which controls such Change in Control person and (cii) no Change in Control Payment had been paid to Executive in connection with the Change in ControlPurchaser and its affiliates collectively do not, directly or indirectly, own more than five percent (5%) of any class of securities of such person.

Non-Competition. Executive hereby acknowledges (a) For a period four years after the Closing (the "Restricted Period"), no Stockholder (other than Advance Capital Partners, L.P. and agrees thatAdvance Capital Offshore Partners, during L.P. (collectively, "Advance Capital"), it being expressly agreed that the course provisions of employment, in addition this Section 4.05 shall not apply to Executive’s access to Confidential Information, Executive has become, and will become, familiar with and involved in all aspects Advance Capital) shall engage (other than on behalf of the business and operations of the Bank Entities. Executive hereby covenants and agrees that during the Term until the earlier to occur of the date one (1) year after the Termination Date, Surviving Corporation or the Expiration Date (the “Restricted Period”), Executive will not at any time (except for the Bank EntitiesCompany or their respective subsidiaries), directly or indirectly, in any capacity the Tax and Accounting Software Business (whether as a proprietordefined below) anywhere in the world or, ownerwithout the prior written consent of Parent, agentdirectly or indirectly, own an interest in, manage, operate, join, control, lend money or render financial or other assistance (other than customary professional courtesies afforded to members of the business community) to or participate in or be connected with, as an officer, director, shareholder, organizeremployee, partner, principalstockholder, managerconsultant, memberadvisor or other similar capacity, employeeany person (other than the Surviving Corporation or the Company or their respective subsidiaries) that engages in the Tax and Accounting Software Business; provided, contractorhowever, consultant or otherwise): (a) provide any advicethat, assistance or services for the purposes of this Section 4.05, ownership of securities having no more than five percent of the kind outstanding voting power of any competitor which are listed on any national securities exchange or nature which he provided traded actively in the national over-the-counter market shall not be deemed to any be in violation of this Section 4.05 so long as the Bank Entities person owning such securities has no other connection or relating to relationship with such competitor that would not be permitted hereby. For purposes hereof, "Tax and Accounting Software Business" means (x) the business activities of the type engaged in by any of the Bank Entities within the preceding two yearsdeveloping, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either casedesigning, a “Competitor”) if publishing, marketing and distributing (i) such Competitor operatestax compliance software and services for tax and accounting professionals within corporations, or is planning to operatebanks, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities government agencies and accounting firms; (ii) such Branch competes or will compete with the accounting and practice management software and services marketed primarily to accounting firms; and (iii) other tax and accounting software products or and services offered or planned to be offered which are under development by the Bank Entities during the Restricted Period; or (b) sell or solicit sales of Competitive Products to Persons within such 50 mile radius, or assist any Competitor in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 does not restrict Executive’s right to (i) own securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) Company as of the Securities Exchange Act of 1934, as amendedClosing; provided that Executive’s total ownership constitutes less than two percent and (2%y) the business of the outstanding securities of such company and that such ownership does not does not violate: (A) the Code of Conduct or any other policy Company's Rent Roll, Inc. subsidiary as of the Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete Agreement as of August 1, 2014 (the “Non-Compete”). Notwithstanding the above, the provisions of this Section 8.5 shall not apply in the event the Executive (a) continued employment with the Company and the Bank upon a Change in Control and then (b) voluntarily resigns from the Company and the Bank effective in the thirteenth or fourteenth month following such Change in Control and (c) no Change in Control Payment had been paid to Executive in connection with the Change in ControlClosing.

Non-Competition. Executive a. The Participant hereby agrees that this Section 8 is reasonable and necessary in order to protect the legitimate business interests and goodwill of the Company, including the Company’s trade secrets, valuable confidential business and professional information, substantial relationships with prospective and existing customers and clients, and specialized training provided to the Participant and other employees of the Company. The Participant acknowledges and agrees that, during recognizes the course of employment, in addition to Executive’s access to Confidential Information, Executive has become, and will become, familiar with and involved in all aspects highly competitive nature of the business and operations of the Bank Entities. Executive hereby covenants Company and its Affiliates and accordingly agrees that during the Term until the earlier to occur term of the date one Participant’s employment and for a period of two (12) year years after the Termination Date, or the Expiration Date termination thereof (the “Restricted Restriction Period”), Executive ): (i) The Participant will not at any time (except for the Bank Entities), directly or indirectly, indirectly engage in any capacity (whether business substantially similar to any line of business conducted by the Company or any of its Affiliates, including, but not limited to, where such engagement is as a proprietor, owner, agent, an officer, director, shareholderproprietor, organizeremployee, partner, principalinvestor (other than as a holder of less than 1% of the outstanding capital stock of a publicly traded corporation), managerconsultant, memberadvisor, agent or sales representative, in any geographic region in which the Company or any of its Affiliates conducted business; (ii) The Participant will not contact, solicit, perform services for, or accept business from any customer or prospective customer of the Company or any of its Affiliates; (iii) The Participant will not directly or indirectly induce any employee of the Company or any of its Affiliates to: (1) engage in any activity or conduct which is prohibited pursuant to subparagraph 8.1(a); or (2) terminate such employee’s employment with the Company or any of its Affiliates. Moreover, contractorthe Participant will not directly or indirectly employ or offer employment (in connection with any business substantially similar to any line of business conducted by the Company or any of its Affiliates) to any person who was employed by the Company or any of its Affiliates unless such person shall have ceased to be employed by the Company or any of its Affiliates for a period of at least 12 months; and (iv) The Participant will not directly or indirectly assist others in engaging in any of the activities, consultant or otherwise): which are prohibited under subparagraphs (a) provide any advice— (c) above. Notwithstanding the foregoing, assistance or services if the Restriction Period set forth herein is shorter in duration following Participant’s termination of employment with the kind or nature which he provided to any of the Bank Entities or relating to business activities of the type engaged in by any of the Bank Entities within the preceding two years, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either case, a “Competitor”) if (i) such Competitor operates, or is planning to operate, any office, branch or other facility (Company and its Affiliates than in any caseother prior Award Agreement, a “Branch”) that the Restriction Period set forth herein shall be the Restriction Period for all such prior Award Agreements and related Awards. Similarly, if the Restriction Period is (or is proposed to be) located within a fifty (50) mile radius longer in this Agreement than in prior Award Agreements, the Restriction Period set forth in such prior Award Agreements and related Awards shall be amended hereby and have the same applicable Restriction Period following Participant’s termination of the Bank’s headquarters or any Branch of the Bank Entities and (ii) such Branch competes or will compete employment with the products or services offered or planned Company and its Affiliates as set forth herein (and the Participant shall be deemed to have consented to such amendment by executing this Agreement). b. It is expressly understood and agreed that although the Participant and the Company consider the restrictions contained in this Section 8 to be offered reasonable, if a final judicial determination is made by a court of competent jurisdiction that the Bank Entities during the Restricted Period; or (b) sell time or solicit sales of Competitive Products to Persons within such 50 mile radius, or assist any Competitor in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 does not restrict Executive’s right to (i) own securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) of the outstanding securities of such company and that such ownership does not does not violate: (A) the Code of Conduct territory or any other policy of restriction contained in this Agreement is an unenforceable restriction against the Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete Agreement as of August 1, 2014 (the “Non-Compete”). Notwithstanding the aboveParticipant, the provisions of this Section 8.5 Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable against such Participant. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the event enforceability of any of the Executive (a) continued employment with other restrictions contained herein. The restrictive covenants set forth in this Section 8 shall be extended by any amount of time that the Participant is in breach of such covenants, such that the Company and receives the Bank upon a Change in Control and then (b) voluntarily resigns from full benefit of the Company and the Bank effective in the thirteenth or fourteenth month following such Change in Control and (c) no Change in Control Payment had been paid to Executive in connection with the Change in Controltime duration set forth above.

Non-Competition. Executive hereby The Employee acknowledges that the Employee (a) will perform services of a unique nature for the Company Group that are irreplaceable, and agrees thatthat the Employee’s performance of such services to a competing business will result in irreparable harm to the Company Group, (b) will have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company Group, (c) would inevitably use or disclose such Confidential Information in the course of the Employee’s employment by a competitor, (d) will have access to the customers of the Company Group, (e) will receive specialized training from the Company Group, and (f) will generate goodwill for the Company Group in the course of the Employee’s employment. Accordingly, during the course Employment Term and for a period of employment12 months immediately thereafter, in addition to Executive’s access to Confidential Information, Executive has become, and will become, familiar with and involved in all aspects of the business and operations of the Bank Entities. Executive hereby covenants and Employee agrees that during the Term until the earlier to occur of the date one (1) year after the Termination Date, or the Expiration Date (the “Restricted Period”), Executive Employee will not at any time (except for the Bank Entities)not, directly or indirectly, other than through the Company, engage or participate (or prepare to engage or participate), in any capacity (manner, whether as a proprietordirectly or indirectly through an employee, owneremployer, consultant, agent, principal, partner, more than 1% shareholder, officer, director, shareholderlicensor, organizerlender, partnerlessor or in any other individual or representative capacity, principal, manager, member, employee, contractor, consultant in any business or otherwise): (a) provide any advice, assistance or services activity which is in competition with the business of the kind Company Group in the leasing, acquiring, exploring or nature which he provided producing hydrocarbons and related products within the boundaries of, or within a ten-mile radius of the boundaries of, any mineral property interest of any member of the Company Group (including, without limitation, a mineral lease, overriding royalty interest, production payment, net profits interest, mineral fee interest or option or right to acquire any of the Bank Entities foregoing, or relating an area of mutual interest as designated pursuant to business activities contractual agreements between any member of the type engaged in by Company Group and any third party), or any other property on which any of the Bank Entities within Company Group has an option, right, license or authority to conduct or direct exploratory activities, such as three-dimensional seismic acquisition or other seismic, geophysical and geochemical activities (but not including any preliminary geological mapping), provided that the preceding two yearsforegoing will not restrict the Employee from obtaining post-termination employment with an entity that only has de minimis operations in the restricted territory (as determined by the Board in good faith); provided that, to any Person who owns or operates this Section 7.4 will not preclude the Employee from making passive investments in securities of oil and gas companies which are registered on a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either casenational stock exchange, a “Competitor”) if (i) the aggregate amount owned by the Employee and her spouse and children, if any, does not exceed 1% of such Competitor operatescompany’s outstanding securities, or is planning to operate, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities and (ii) the aggregate amount invested in such Branch competes or will compete with the products or services offered or planned to be offered investments by the Bank Entities during the Restricted Period; or (b) sell or solicit sales of Competitive Products to Persons within such 50 mile radius, or assist any Competitor in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 Employee and her spouse and children does not restrict Executive’s right to (i) own securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) of the outstanding securities of such company and that such ownership does not does not violate: (A) the Code of Conduct or any other policy of the Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete Agreement as of August 1, 2014 (the “Non-Compete”). Notwithstanding the above, the provisions of this Section 8.5 shall not apply in the event the Executive (a) continued employment with the Company and the Bank upon a Change in Control and then (b) voluntarily resigns from the Company and the Bank effective in the thirteenth or fourteenth month following such Change in Control and (c) no Change in Control Payment had been paid to Executive in connection with the Change in Controlexceed $1,000,000.

Non-Competition. By and in consideration of the salary and benefits to be provided by the Company hereunder, including the severance arrangements set forth herein, and further in consideration of the Executive’s exposure to the proprietary information of the Company, the Executive hereby acknowledges covenants and agrees that, during the course of employment, in addition period commencing on the date hereof and ending twelve (12) months following the date upon which the Executive shall cease to Executive’s access to Confidential Information, Executive has become, and will become, familiar with and involved in all aspects be an employee of the business Company and operations of the Bank Entities. Executive hereby covenants and agrees that during the Term until the earlier to occur of the date one its subsidiaries (1or any other entity directly or indirectly controlled by such entities) year after the Termination Date, or the Expiration Date (the “Restricted Period”), Executive will he shall not at directly or indirectly, whether as an owner, partner, stockholder, principal, agent, employee, consultant or in any time other relationship or capacity, (except i) engage in any element of the Business (other than for the Bank EntitiesCompany or its subsidiaries (or any other entity directly or indirectly controlled by such entities)) or otherwise compete with the Company or its subsidiaries (or any other entity directly or indirectly controlled by such entities), (ii) render any services related to the Business to any person, corporation, partnership or other entity (other than the Company or its subsidiaries (or any other entity directly or indirectly controlled by such entities)) engaged in any element of the Business, or (iii) acquire an interest in any person, corporation, partnership or other entity described in clause (ii) above as a partner, stockholder, principal, agent, employee, consultant or in any other relationship or capacity; provided, however, that, notwithstanding the foregoing, the Executive may (x) engage in the businesses identified on Exhibit B hereto and (y) invest in securities of any entity, solely for investment purposes and without participating in the business thereof, if (A) such securities are traded on any national securities exchange, (B) the Executive is not a controlling person of, or a member of a group which controls, such entity and (C) the Executive does not, directly or indirectly, in any capacity (whether as a proprietor, owner, agent, officer, director, shareholder, organizer, partner, principal, manager, member, employee, contractor, consultant own 1% or otherwise): (a) provide any advice, assistance or services of the kind or nature which he provided to any of the Bank Entities or relating to business activities of the type engaged in by any of the Bank Entities within the preceding two years, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either case, a “Competitor”) if (i) such Competitor operates, or is planning to operate, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities and (ii) such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities during the Restricted Period; or (b) sell or solicit sales of Competitive Products to Persons within such 50 mile radius, or assist any Competitor in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 does not restrict Executive’s right to (i) own securities more of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) class of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) of the outstanding securities of such company and that such ownership does not does not violate: (A) the Code of Conduct or any other policy of the Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete Agreement as of August 1, 2014 (the “Non-Compete”)entity. Notwithstanding the aboveforegoing, the provisions of covenants contained in this Section 8.5 6.1(a) shall not apply in the event of the Executive (a) continued Executive’s termination of employment upon or after the expiration of the one-year renewal term in accordance with the Company and the Bank upon a Change in Control and then (b) voluntarily resigns from the Company and the Bank effective in the thirteenth or fourteenth month following such Change in Control and (c) no Change in Control Payment had been paid to Executive in connection with the Change in ControlSection 1 above.

Non-Competition. Executive hereby acknowledges From and agrees that, during after the course of employment, in addition to Executive’s access to Confidential Information, Executive has become, and will become, familiar with and involved in all aspects of the business and operations of the Bank Entities. Executive hereby covenants and agrees that during the Term Closing until the earlier to occur of the date one (1) year 36 months after the Termination Closing Date, or the Expiration Date Seller, shall not and cause its Affiliates and Representatives (the “Restricted PeriodParties”)) not to, Executive will not at any time (except for the Bank Entities), directly or indirectly, in any capacity (whether as a proprietor, owner, agent, officer, director, shareholder, organizer, partner, principal, manager, member, employee, contractor, consultant or otherwise): (a) provide use the Customer Database or any advice, assistance or services of portion thereof to make any direct marketing to the kind or nature which he provided to customers on the Players List for any of the Bank Entities or relating to business activities of the type engaged in by any of the Bank Entities within the preceding two years, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either case, a “Competitor”) if (i) such Competitor operates, or is planning to operate, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) property located within a fifty (50) 45-mile radius of the Bank’s headquarters Properties (the “Restricted Area”), (b) sell, license or otherwise permit any Person to use the Customer Database or any Branch portion thereof to make any direct marketing to the customers on the Players List for any property located within the Restricted Area or (c) own, operate, lease, manage, control, engage in, invest in, act as consultant or advisor to, or render a service that is utilized primarily for the operation of slot machines, table games or pari-mutuel wagering for (in each case whether alone or in association with any Person), any Person that generates more than 10% of its revenues from the ownership or operation of slot machines, table games or pari-mutuel wagering at a facility located within the Restricted Area. Notwithstanding the immediately preceding sentence or anything else to the contrary in this Agreement, (x) the Restricted Parties may own, operate, lease, manage, control, engage in, invest in, act as a consultant or advisor to, or render a service that is used primarily for the operation of video lottery terminals outside of the Bank Entities state of Maryland, (y) the Restricted Parties may invest in any pooled investment vehicle if no Restricted Party is a controlling person of, or a member of a group which controls, such pooled investment vehicle and may own, solely through passive ownership as a portfolio investment (with no director designation rights or other special governance rights), securities of any person which are publicly traded on a national or regional stock exchange or over the counter if no Restricted Party (i) is a controlling person of, or a member of a group which controls, such person and (ii) directly or indirectly owns 5% or more of any class of securities of such Branch competes or will compete with person (z) the products or services offered or planned to be offered by the Bank Entities during the Restricted Period; or provisions set forth in clauses (a) and (b) sell or solicit sales of Competitive Products to Persons within such 50 mile radius, or assist any Competitor in such sales activities. Notwithstanding any provision hereof the immediately preceding sentence shall not apply to the contraryuse, this Section 8.5 does not restrict Executive’s right to (i) own securities sale or license of any Entity information relating to any customer or player of the Company that files periodic reports is included, at the time of acquisition or merger, in any customer list, customer database or historical records of any Person that operates slot machines, table games or pari mutual wagering that Guarantor or any of its Affiliates acquires, in a single transaction, by purchase of all of the outstanding equity securities or substantially all the assets of such Person or its parent entity or merger with such Person or its parent entity, after the Securities date hereof and Exchange Commission under Section 13 or 15(d(aa) the provisions set forth in clause (c) of the Securities Exchange Act immediately preceding sentence shall not apply to or prohibit the acquisition by Guarantor or any of 1934its Affiliates of another company that operates a business in the Restricted Area, as amended; provided or the ownership or operation of such business following such acquisition, that Executive’s total ownership constitutes less than two percent would otherwise violate clause (2%c) of the outstanding securities immediately preceding sentence; provided, that in the case of clauses (ii) and (iii), such company and that such ownership does not does not violate: (A) the Code of Conduct acquired Person or any other policy its Subsidiaries operates multiple gaming or wagering locations outside of the Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete Agreement as of August 1, 2014 (the “Non-Compete”). Notwithstanding the above, the provisions of this Section 8.5 shall not apply in the event the Executive (a) continued employment with the Company and the Bank upon a Change in Control and then (b) voluntarily resigns from the Company and the Bank effective in the thirteenth or fourteenth month following such Change in Control and (c) no Change in Control Payment had been paid to Executive in connection with the Change in ControlRestricted Area.

Non-Competition. Executive hereby acknowledges and agrees that, during recognizes the course of employment, in addition to Executive’s access to Confidential Information, Executive has become, and will become, familiar with and involved in all aspects highly competitive nature of the business and operations of the Bank Entities. Executive hereby covenants Company and its affiliates and accordingly agrees that during the Term until the earlier to occur of the date one (1) year after the Termination Date, or the Expiration Date (the “Restricted Period”)as follows: During his employment, Executive will not at any time (except for the Bank Entities)not, directly or indirectly, (a) engage in any capacity business for Executive’s own account that competes with the business of the Company or its affiliates (whether including, without limitation, businesses which the Company or its affiliates have specific plans to conduct in the future and as to which Executive is aware of such planning), (b) enter the employ of, or render any services to, any person engaged in any business that competes with the business of the Company or its affiliates, (c) acquire a proprietorfinancial interest in any person engaged in any business that competes with the business of the Company or its affiliates, ownerdirectly or indirectly, agentas an individual, partner, stockholder, officer, director, shareholder, organizer, partner, principal, manageragent, membertrustee or consultant, employeeor (d) interfere with business relationships (whether formed before or after the date of this Agreement) between the Company or any of its affiliates and customers, contractorsuppliers, consultant partners, members or otherwise): (a) provide any advice, assistance or services investors of the kind Company or nature which he provided to any its affiliates. Without limiting the generality of the Bank Entities foregoing, Executive agrees that any designer, manufacturer, wholesaler or relating retailer which designs, manufactures, markets or sells specialty apparel, clothing or accessories to business activities primarily the age groups between fourteen (14) and thirty-five (35) and where such designer, manufacturer, wholesaler or retailer operates a retail store within seventy-five (75) miles of any location of the type Company or any subsidiary or affiliate, would be “in competition with the business of the Company” or its subsidiaries or affiliates. Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly, own, solely as an investment, securities of any person engaged in by any the business of the Bank Entities within the preceding two years, to any Person who owns Company or operates its affiliates which are publicly traded on a Competitive Business national or to any Person that is attempting to initiate regional stock exchange or acquire a Competitive Business (in either case, a “Competitor”) on an over-the-counter market if Executive (i) such Competitor operatesis not a controlling person of, or is planning to operatea member of a group which controls, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities such person and (ii) such Branch competes does not, directly or will compete with the products indirectly, own five percent (5%) or services offered or planned to be offered by the Bank Entities during the Restricted Period; or (b) sell or solicit sales of Competitive Products to Persons within such 50 mile radius, or assist any Competitor in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 does not restrict Executive’s right to (i) own securities more of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) class of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) of the outstanding securities of such company and that such ownership does not does not violate: (A) the Code of Conduct or any other policy of the Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete Agreement as of August 1, 2014 (the “Non-Compete”). Notwithstanding the above, the provisions of this Section 8.5 shall not apply in the event the Executive (a) continued employment with the Company and the Bank upon a Change in Control and then (b) voluntarily resigns from the Company and the Bank effective in the thirteenth or fourteenth month following such Change in Control and (c) no Change in Control Payment had been paid to Executive in connection with the Change in Controlperson.

Non-Competition. Executive hereby acknowledges and agrees that(1) During the term hereof, during without approval by the course Board, the Employee will not, directly or indirectly, (i) engage or become interested, directly or indirectly, as owner, employee, director, partner, consultant, through stock ownership (except ownership of employmentnot more than one percent (1%) of any class of securities of a corporation which is publicly traded), investment of capital, lending of money or property, rendering of services, or otherwise, either alone or in association with others, in addition to Executive’s access to Confidential Information, Executive has become, and will become, familiar any business which competes directly or indirectly with and involved in all aspects the business of the business and operations Employer, (ii) induce or attempt to induce any customer of the Bank Entities. Executive hereby covenants and agrees that during Employer to reduce such customer's business with the Term until the earlier to occur Employer, or (iii) solicit any of the date Employer's employees to leave the employ of the Employer or employ any of such Employees, except for the Employee's administrative assistant. (2) For a period of one (1) year after any termination of employment, the Termination Date, or the Expiration Date (the “Restricted Period”), Executive Employee will not at any time (except for the Bank Entities)not, directly or indirectly, in any capacity (whether i) engage or become interested, directly or indirectly, as a proprietor, owner, agent, officeremployee, director, shareholder, organizer, partner, principalconsultant, managerthrough stock ownership (except ownership of not more than five percent (5%) of any class of securities of a corporation which is publicly traded), memberinvestment of capital, employeelending of money or property, contractorrendering of services, consultant or otherwise): (a) provide , either alone or in association with others, in any advice, assistance or services healthcare real estate investment trust financing business which competes directly and materially with the business of the kind Employer or nature which he provided to (ii) solicit any of the Bank Entities or relating Employer's employees to business activities leave the employ of the type engaged in by Employer or employ any of such employees, except for the Bank Entities within Employee's administrative assistant. The Employee recognizes and acknowledges that his obligations under this Section 5.1(b) are limited to the preceding two years, to any Person who owns or operates a Competitive Business or to any Person that geographic areas in which the Employer is attempting to initiate or acquire a Competitive Business (in either case, a “Competitor”) if (i) such Competitor operates, or is planning to operate, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius doing business at the time of the Bank’s headquarters expiration or any Branch termination of the Bank Entities and (ii) such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities during the Restricted Period; orthis Agreement. (b3) sell As used in Sections 5.1, 5.2, 7.2 and 7.3, the term "Employer" shall mean Meditrust Corporation or solicit sales of Competitive Products to Persons within such 50 mile radius, or assist any Competitor its subsidiaries and affiliates. The restrictions on the Employee set forth in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 does not restrict Executive’s right to (i) own securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) of the outstanding securities of such company and that such ownership does not does not violate: (A) the Code of Conduct or any other policy of the Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete Agreement as of August 1, 2014 (the “Non-Compete”). Notwithstanding the above, the provisions of this Section 8.5 5.1 shall not apply in the event the Executive (a) continued employment with the Company and the Bank upon case of a Change in Control and then (b) voluntarily resigns from the Company and the Bank effective in the thirteenth or fourteenth month following such Change in Control and (c) no Change in Control Payment had been paid to Executive in connection with the Termination Upon a Change in Control.

Non-Competition. Executive hereby acknowledges For the period commencing on the date that Employee’s employment with the Company terminates, either voluntarily or involuntarily, and agrees that, during ending on the course of employmentthird anniversary thereof (unless the Employee is terminated by the Company other than for Cause (as defined in Article III), in addition to Executive’s access to Confidential Information, Executive has become, and will become, familiar with and involved in all aspects of which case for the business and operations of the Bank Entities. Executive hereby covenants and agrees that during the Term until the earlier to occur of period commencing on the date one the Company terminates the Employee and ending on the first anniversary thereof) Employee shall not, without the Company’s prior written consent (1i) year after the Termination Dateown, manage, operate, control, or participate in the Expiration Date (the “Restricted Period”)ownership, Executive will not at any time (except for the Bank Entities)management, operation or control of, or be connected, directly or indirectly, in any capacity (whether as a proprietor, ownerpartner, stockholder (other than ownership of not more than 20% of any class of securities of a publicly traded entity which engages in a Competing Activity, as defined herein), director, officer, executive, employee, agent, officeradvisor, consultant, independent contractor, joint venturer, investor or in any other capacity or manner whatsoever, with any entity which engages in any business which directly or indirectly competes with the “Business” of the Company, that being as defined in the asset purchase agreement referred to in recital B hereof(collectively, the “Competing Activity”), (ii) directly or indirectly as proprietor, partner, stockholder, director, shareholderofficer, organizerexecutive, employee, agent, advisor, creditor, consultant, joint venturer, investor or in any other capacity or manner whatsoever, solicit or hire directly or indirectly (in connection with or to be involved in any Competing Activity) any person employed in the Company or the Subsidiaries business on or after the date hereof, or (iii) directly or indirectly as proprietor, partner, principalstockholder, managerdirector, memberofficer, executive, employee, agent, advisor, creditor, consultant, independent contractor, consultant joint venturer, investor or otherwise): (a) provide any advice, assistance or services of the kind or nature which he provided to any of the Bank Entities or relating to business activities of the type engaged in by any of the Bank Entities within the preceding two years, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either case, a “Competitor”) if (i) such Competitor operates, or is planning to operate, any office, branch or other facility (in any caseother capacity or manner whatsoever, a “Branch”) that is solicit directly or indirectly (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities and (ii) such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities during the Restricted Period; or (b) sell or solicit sales of Competitive Products to Persons within such 50 mile radius, or assist any Competitor in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 does not restrict Executive’s right to (i) own securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) of the outstanding securities of such company and that such ownership does not does not violate: (A) the Code of Conduct or any other policy of the Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete Agreement as of August 1, 2014 (the “Non-Compete”). Notwithstanding the above, the provisions of this Section 8.5 shall not apply in the event the Executive (a) continued employment with the Company and the Bank upon a Change in Control and then (b) voluntarily resigns from the Company and the Bank effective in the thirteenth or fourteenth month following such Change in Control and (c) no Change in Control Payment had been paid to Executive in connection with any Competing Activity) any customers or accounts of the Change in ControlCompany existing on or after the date hereof.

Non-Competition. Executive hereby acknowledges and agrees that, during the course of employment, in addition to Executive’s access to Confidential Information, Executive has become, and will become, familiar with and involved in all aspects (a) In consideration of the business and operations Purchase Price to be received under this Agreement, for a period of five (5) years from the Bank Entities. Executive hereby covenants and agrees that during the Term until the earlier to occur of the date one (1) year after the Termination Date, or the Expiration Closing Date (the “Restricted Restrictive Covenant Period”), Executive will not at except as permitted by this Section 5.14, no Seller nor any time (except for of the Bank Entities)Affiliates of any Seller shall, directly or indirectly, engage, in whole or in part, in the Covered Business, or invest in, own, manage, operate or control any Covered Business, anywhere in the United States and/or any other country in which Altair U.S. or any Seller or their respective Affiliates conducted the Business or into which the Business sold products or services as of the Closing Date. (b) Each Seller acknowledges that all of the foregoing provisions, including the restrictions on time and geographical scope set forth in Section 5.14(a) above, are reasonable and necessary to protect Buyer and its Affiliates from unfair competition, solicitation, and disclosure of Business/CLC Confidential Information. (c) Notwithstanding the provisions of Section 5.14(a) and without implicitly agreeing that the following activities would be subject to the provisions of Section 5.14(a), nothing in this Agreement shall preclude, prohibit or restrict any Seller or any of its Affiliates from engaging in any capacity (whether as a proprietori) Financial Services Business, owner(ii) Existing Business Activities, agent, officer, director, shareholder, organizer, partner, principal, manager, member, employee, contractor, consultant (iii) De Minimis Business or otherwise): (aiv) provide any advice, assistance or services of the kind or nature which he provided to any of the Bank Entities or relating to business activities of the type engaged in by any of the Bank Entities within the preceding two years, to activity that would otherwise violate Section 5.14(a) that is acquired from any Person who owns (an “After-Acquired Business”) or operates a Competitive Business or to is carried on by any Person that is attempting to initiate acquired by or acquire a Competitive Business (in either case, a “Competitor”) if (i) such Competitor operates, or is planning to operate, combined with any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters Seller or any Branch of its Affiliates, in each case after the Bank Entities Closing Date (an “After-Acquired Company”); provided, that a Seller or any of its Affiliates may purchase and acquire an After-Acquired Business or After-Acquired Company if the primary purpose in making such acquisition is not to exploit for profit such Covered Business, and provided, further, that with respect to clause (iiiv) such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities during the Restricted Period; or (b) sell or solicit sales of Competitive Products to Persons within such 50 mile radiusabove, or assist any Competitor in such sales activities. Notwithstanding any provision hereof to the contraryso long as, this Section 8.5 does not restrict Executive’s right to (i) own securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) of the outstanding securities of such company and that such ownership does not does not violate: (A) within fifteen (15) months after the Code of Conduct or any other policy consummation of the Bankpurchase or other acquisition of the After-Acquired Business or the After-Acquired Company, including any policy related the Seller or such Affiliate signs a definitive agreement to inside information; dispose of the After-Acquired Business or the relevant portion of the business or securities of the After-Acquired Business or the After-Acquired Company that gives rise to the violation of Section 5.14(a) and within eighteen (18) months after the consummation of the purchase or acquisition of the After-Acquired Business or the After-Acquired Company, the Seller or such Affiliate disposes of the After-Acquired Business or the relevant portion of the business or securities of the After-Acquired Business or the After-Acquired Company that gives rise to the violation of Section 5.14(a), or (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation at the expiration of the Bank. The parties have also entered into that certain Non-Compete Agreement as of August 1, 2014 eighteen (the “Non-Compete”). Notwithstanding the above18) month period, the provisions business of this the After-Acquired Business or the After-Acquired Company complies with Section 8.5 5.14(a). (d) This Section 5.14 shall cease to be applicable with respect to the actions of any Seller Party or Affiliate thereof at such time it is no longer an Affiliate of GE and shall not apply in with respect to the event the Executive (a) continued employment with the Company and the Bank upon actions of any Person that purchases assets, operations or a Change in Control and then (b) voluntarily resigns business from the Company and the Bank effective in the thirteenth GE or fourteenth month following one of its Subsidiaries, if such Change in Control and (c) no Change in Control Payment had been paid to Executive in connection with the Change in Controlacquiring Person is not an Affiliate of GE after such transaction is consummated.

Non-Competition. In consideration of the Company’s promise to disclose, and disclosure of, its Confidential Information and other good and valuable consideration provided hereunder, the receipt and sufficiency of which are hereby acknowledged by Executive, Executive hereby acknowledges agrees and agrees covenants that, during : Until the course longer of employment, in addition to (i) the last day of the Term and (ii) a period of 18 months beyond Executive’s access to Confidential Informationdate of termination of employment for any reason, Executive has become, and will become, familiar with and involved in all aspects including the expiration of the business and operations of the Bank Entities. Executive hereby covenants and agrees that during the Term until the earlier to occur of the date one (1) year after the Termination Date, or the Expiration Date (the “Restricted Period”), Executive will not at any time (except for the Bank Entities)shall not, directly or indirectly, engage in, assist or become associated with a Competitive Activity. For purposes of this Section 2(b): (i) a “Competitive Activity” means, at the time of Executive’s termination, any business or other endeavor in any capacity jurisdiction of a kind being conducted by the Company or any of its subsidiaries or affiliates (whether or demonstrably anticipated by the Company or its subsidiaries or affiliates), including, without limitation, those that are engaged in the provision of any lodging or travel related services (including, without limitation, corporate travel services), in any jurisdiction as of the Effective Date or at any time thereafter (such affiliates including, without limitation, ▇▇▇▇▇▇.▇▇▇, and Hotwire, Inc.); and (ii) Executive shall be considered to have become “associated with a proprietor, Competitive Activity” if Executive becomes directly or indirectly involved as an owner, agentprincipal, employee, officer, director, shareholderindependent contractor, organizerrepresentative, stockholder, financial backer, agent, partner, principaladvisor, managerlender, memberor in any other individual or representative capacity with any individual, employeepartnership, contractor, consultant corporation or otherwise): (a) provide any advice, assistance or services of the kind or nature which he provided to any of the Bank Entities or relating to business activities of the type other organization that is engaged in by any of the Bank Entities within the preceding two years, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either caseActivity. Notwithstanding the foregoing, a “Competitor”) if (i) such Competitor operates, or is planning to operate, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities Executive may make and (ii) such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities retain investments during the Restricted Period; or (b) sell or solicit sales of Competitive Products to Persons within such 50 mile radius, or assist any Competitor for investment purposes only, in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 does not restrict Executive’s right to (i) own securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two five percent (2%) of the outstanding securities capital stock of any publicly-traded corporation engaged in a Competitive Activity if stock of such company and that corporation is either listed on a national stock exchange or on the NASDAQ National Market System if Executive is not otherwise affiliated with such ownership does not does not violate: (A) the Code of Conduct or any other policy of the Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete Agreement as of August 1, 2014 (the “Non-Compete”). Notwithstanding the above, the provisions of this Section 8.5 shall not apply in the event the Executive (a) continued employment with the Company and the Bank upon a Change in Control and then (b) voluntarily resigns from the Company and the Bank effective in the thirteenth or fourteenth month following such Change in Control and (c) no Change in Control Payment had been paid to Executive in connection with the Change in Controlcorporation.

Non-Competition. Executive hereby (a) The Optionee acknowledges and agrees that, during recognizes the course of employment, in addition to Executive’s access to Confidential Information, Executive has become, and will become, familiar with and involved in all aspects highly competitive nature of the business and operations of the Bank Entities. Executive hereby covenants Company and its Affiliates and accordingly agrees that during the Term until the earlier to occur term of the date Optionee’s employment and for a period of [two (2) years] [one (1) year after the Termination Date, or the Expiration Date year] [six (the “Restricted Period”), Executive 6) months] immediately thereafter: (i) The Optionee will not at any time (except for the Bank Entities), directly or indirectly, indirectly engage in any capacity (whether business which is in competition with any line of business conducted by the Company or any of its Affiliates, including, but not limited to, where such engagement is as a proprietor, owner, agent, an officer, director, shareholderproprietor, organizeremployee, partner, principalinvestor (other than as a holder of less than 1% of the outstanding capital stock of a publicly traded corporation), managerconsultant, memberadvisor, employeeagent or sales representative, contractor, consultant in any geographic region in which the Company or otherwise):any of its Affiliates conducted any such competing line of business; (aii) provide The Optionee will not perform or solicit the performance of services for any advice, assistance customer or services client of the kind Company or nature any of its Affiliates; (iii) The Optionee will not directly or indirectly induce any employee of the Company or any of its Affiliates to (1) engage in any activity or conduct which he provided is prohibited pursuant to this subparagraph 9(a), or (2) terminate such employee’s employment with the Company or any of its Affiliates. Moreover, the Optionee will not directly or indirectly employ or offer employment (in connection with any business which is in competition with any line of business conducted by the Company or any of its Affiliates) to any person who was employed by the Company or any of its Affiliates unless such person shall have ceased to be employed by the Company or any of its Affiliates for a period of at least 12 months; and (iv) The Optionee will not directly or indirectly assist others in engaging in any of the Bank Entities or relating to business activities of the type engaged in by any of the Bank Entities within the preceding two yearsactivities, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either case, a “Competitor”) if which are prohibited under subparagraphs (i) such Competitor operates, or is planning to operate, any office, branch or other facility - (in any case, a “Branch”iii) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities and (ii) such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities during the Restricted Period; orabove. (b) sell or solicit sales of Competitive Products to Persons within such 50 mile radius, or assist any Competitor It is expressly understood and agreed that although the Optionee and the Company consider the restrictions contained in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 does not restrict Executive’s right 9 to (i) own securities be reasonable, if a final judicial determination is made by a court of any Entity competent jurisdiction that files periodic reports with the Securities and Exchange Commission under Section 13 time or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) of the outstanding securities of such company and that such ownership does not does not violate: (A) the Code of Conduct territory or any other policy of restriction contained in this Agreement is an unenforceable restriction against the Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete Agreement as of August 1, 2014 (the “Non-Compete”). Notwithstanding the aboveOptionee, the provisions of this Section 8.5 Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the event enforceability of any of the Executive (a) continued employment with the Company and the Bank upon a Change in Control and then (b) voluntarily resigns from the Company and the Bank effective in the thirteenth or fourteenth month following such Change in Control and (c) no Change in Control Payment had been paid to Executive in connection with the Change in Controlother restrictions contained herein.

Non-Competition. Executive hereby acknowledges and agrees that, during During the course period of employment, in addition to the Executive’s access to Confidential Information, Executive has become, employment and will become, familiar with and involved in all aspects through the second (2nd) anniversary of the business and operations of the Bank Entities. Executive hereby covenants and agrees that during the Term until the earlier to occur of the date one (1) year after the Termination Date, or the Expiration Date (such period, the “Restricted Period”), the Executive will shall not, either directly or indirectly (and whether or not at any time for compensation) (except i) engage in the Business for the Bank EntitiesExecutive’s own account in any state of the United States and in any other country, in each case as of the Termination Date, in which the Employer Group (1) then conducts business, (2) has plans to conduct business within the Restricted Period or (3) has taken meaningful steps designed to conduct business in the future, even if the Employer Group’s plan to conduct business in such country would commence after the expiration of the Restricted Period (the “Restricted Territory”), (ii) render any services to or for any person or entity engaged in the Business in any part of the Restricted Territory, (iii) acquire a financial interest in, or otherwise become actively involved with, any person or entity engaged in the Business in any part of the Restricted Territory, as an individual, partner, stockholder, member, officer, director, employee, principal, agent, trustee or consultant, or (iv) interfere with business relationships between the Employer Group or any direct or indirect parent or subsidiary thereof (each, a “Protected Party” and collectively, the “Protected Parties”), on the one hand, and employees, clients or suppliers of, or consultants to, any Protected Party, on the other hand. Notwithstanding anything to the contrary in this Agreement, the Executive may, directly or indirectly, in any capacity (whether own, solely through passive ownership as a proprietorportfolio investment (with no director designation rights or other special governance rights), owner, agent, officer, director, shareholder, organizer, partner, principal, manager, member, employee, contractor, consultant or otherwise): (a) provide securities of any advice, assistance or services of the kind or nature which he provided to any of the Bank Entities or relating to business activities of the type person engaged in by any of the Bank Entities within Business which are publicly traded on a national or regional stock exchange or over-the-counter if the preceding two years, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either case, a “Competitor”) if Executive (i) such Competitor operatesis not a controlling person of, or is planning to operatea member of a group which controls, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities such person and (ii) such Branch competes does not, directly or will compete with the products indirectly, own 2% or services offered or planned to be offered by the Bank Entities during the Restricted Period; or (b) sell or solicit sales of Competitive Products to Persons within such 50 mile radius, or assist any Competitor in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 does not restrict Executive’s right to (i) own securities more of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) class of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) of the outstanding securities of such company and that such ownership does not does not violate: (A) the Code of Conduct or any other policy of the Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete Agreement as of August 1, 2014 (the “Non-Compete”). Notwithstanding the above, the provisions of this Section 8.5 shall not apply in the event the Executive (a) continued employment with the Company and the Bank upon a Change in Control and then (b) voluntarily resigns from the Company and the Bank effective in the thirteenth or fourteenth month following such Change in Control and (c) no Change in Control Payment had been paid to Executive in connection with the Change in Controlperson.

Non-Competition. (i) the Executive hereby acknowledges and agrees that, that he shall not during the course Employment Period and for a period of employment, in addition to Executive’s access to Confidential Information, Executive has become, and will become, familiar with and involved in all aspects of the business and operations of the Bank Entities. Executive hereby covenants and agrees that during the Term until the earlier to occur of the date one (1) year after the Termination Datetermination or end thereof for any reason, without the approval of the Board which, after the end of the Employment Period, shall not unreasonably be withheld or the Expiration Date (the “Restricted Period”), Executive will not at any time (except for the Bank Entities)delayed, directly or indirectly, in any capacity (whether alone or as a proprietorpartner, owner, agentjoint venturer, officer, director, shareholder, organizer, partner, principal, manager, member, employee, contractorconsultant, consultant agent, independent contractor or otherwise):controlling stockholder (other than as provided below) of any Company or business, engage in any “Competitive Business” within the United States or within the United Kingdom and which directly competes with the business of the Company and/or Cyclacel Limited. For purposes of the foregoing, the term “Competitive Business” shall mean any business involved in and/or intending to seek marketing approvals of drug candidates belonging to the same pharmaceutical class as the candidates under development by the Company from time to time, currently CDK inhibitors, PLK inhibitors and nucleoside analogues; provided that, this provision shall in no way prevent the Executive, after the end of the Employment Period, from being employed as a consultant. (aii) provide any advice, assistance or services Notwithstanding the provisions of the kind or nature which he provided to any of the Bank Entities or relating to business activities of the type engaged in by any of the Bank Entities within the preceding two years, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either case, a “Competitor”) if clause (i) such Competitor operates, or is planning to operate, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters above or any Branch other provision of the Bank Entities and (ii) such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities during the Restricted Period; or (b) sell or solicit sales of Competitive Products to Persons within such 50 mile radius, or assist any Competitor in such sales activities. Notwithstanding any provision hereof this Agreement to the contrary, this Section 8.5 does the Executive shall not restrict Executive’s right to be prohibited during the period applicable under clause (i) own securities above from acting as a passive investor where (a) in the case of any Entity that files periodic reports with a Competitive Business being a public corporation, the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less Executive owns not more than two five percent (25%) of the issued and outstanding securities of capital stock or such company and higher percentage or amount as may be approved by the Board upon notice from the Executive prior to obtaining such interest; provided, however, that such ownership does the Executive shall not does not violate: (A) the Code of Conduct or any other policy of the Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete Agreement be treated as of August 1, 2014 (the “Non-Compete”). Notwithstanding the above, having violated the provisions of this Section 8.5 shall not apply 12 if in the event good faith he is unaware that an entity in which he has an investment interest would be treated as a Competitive Business and, upon becoming aware of such involvement, the Executive (a) continued employment with the Company and the Bank upon a Change makes reasonable efforts to divest himself of his interest in Control and then such business; (b) voluntarily resigns from the Company and the Bank effective in the thirteenth case of any employer or fourteenth month following such Change in Control entity other than a Competitive Business that is engaged in, or whose affiliates are engaged in, the development or marketing of products or technologies that are directly or indirectly competitive with any product or technology that is developed or marketed or proposed to be developed or marketed by Company during the Employment Period, the Executive owns not more than five percent (5%) of the issued and outstanding capital stock; or (c) no Change in Control Payment had been paid receiving stock, options or warrants from any entity with which the Executive can have a relationship pursuant to Executive in connection with clause (i) above as part of the Change in ControlExecutive’s compensation for services rendered or to be rendered.

Non-Competition. Executive hereby acknowledges (i) For so long as it or any of its subsidiaries is the Advisor (as defined in the Advisory Agreement, dated July 1, 1996, as amended, between the Company and agrees thatthe Advisor) and the Manager (as defined in the Management Agreements, during dated July 1, 1996, as amended, between the course of employment, in addition to Executive’s access to Confidential Information, Executive has become, and will become, familiar with and involved in all aspects Company (or the subsidiary of the business and operations Company which is the owner of the Bank Entities. Executive hereby covenants applicable property) and agrees that during the Term until the earlier to occur Manager) of the date one (1) year after the Termination DateCenters, or the Expiration Date (the “Restricted Period”), Executive will not at neither WHL nor any time (except for the Bank Entities)of its subsidiaries shall acquire, directly or indirectly, any ownership interest in shopping center properties or power centers in the United States (a "Competitive Business") or own an interest in, as a partner, member, stockholder, co-venturer or otherwise, any corporation, company, partnership, firm, association, enterprise or other entity that owns any ownership interest in a Competitive Business, except in accordance with this Section 4, PROVIDED that nothing contained in this Section 4 shall prohibit or restrain WHL or any of its subsidiaries or Affiliates from (A) owning any interest in Westfield America Trust or the Company, (B) acquiring shares of capital stock or other equity interests in any capacity (whether entity where such shares or interests represent a minority interest of 5% or less of such entity's outstanding capital stock or equity interests, PROVIDED that such entity is not controlled by WHL or any such subsidiary and employees of the Westfield Group do not serve as a proprietor, owner, agent, an executive officer, director, shareholdermanager or advisor to such entity, organizer(C) acquiring indebtedness of any person, partner(D) acquiring by asset purchase, principalstock purchase, managermerger, memberconsolidation or otherwise of any corporation, employeepartnership or other business entity (each an "Entity") partially engaged in the Competitive Business, contractorPROVIDED that such activities relating to the Competitive Business do not exceed 5% of the revenues or net equity of such Entity or such Entity disposes of such Competitive Business within one year of such acquisition, consultant or otherwise):(E) acquiring any interest in airport projects or the retail portions thereof. (aii) provide If WHL or any adviceof its subsidiaries shall be presented with the opportunity to acquire any Competitive Business which would be subject to the restriction in clause (i) above, assistance or services WHL shall ensure that such opportunity is presented to the Board of Directors of the kind Company. If for any reason a majority of the Independent Directors of the Board of Directors of the Company (or nature which he provided if the Company does not have a majority of Independent Directors, a majority of Independent Directors of the Board of Directors of WAT) shall elect not to pursue such opportunity, then WHL or its subsidiary shall be permitted to attempt to acquire such Competitive Business. (iii) In no event shall the foregoing be deemed to permit WHL or any of its subsidiaries to acquire a regional shopping center which directly competes with any regional shopping center then owned by the Bank Entities Company or relating to business activities of the type engaged in by any of the Bank Entities its subsidiaries and which is within the preceding two yearsprimary market area of any such shopping center ( a "Competing Mall"), PROVIDED that the foregoing restriction shall not be deemed to any Person who owns be violated if WHL or operates its subsidiaries shall acquire, either directly or indirectly, a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either casewhich owns, among other properties, a “Competitor”) if (i) such Competitor operates, or is planning to operate, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities and (ii) such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities during the Restricted Period; or (b) sell or solicit sales of Competitive Products to Persons within such 50 mile radius, or assist any Competitor in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 does not restrict Executive’s right to (i) own securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) of the outstanding securities of such company and that such ownership does not does not violate: (A) the Code of Conduct or any other policy of the Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete Agreement as of August 1, 2014 (the “Non-Compete”). Notwithstanding the above, the provisions of this Section 8.5 shall not apply in the event the Executive (a) continued employment with the Company and the Bank upon a Change in Control and then (b) voluntarily resigns from the Company and the Bank effective in the thirteenth or fourteenth month following such Change in Control and (c) no Change in Control Payment had been paid to Executive in connection with the Change in ControlCompeting Mall."

Non-Competition. (a) Executive hereby acknowledges and agrees that, during the course of employment, in addition to Executive’s access to Confidential Information, Executive has become, and will become, familiar with and involved in all aspects of the business and operations of the Bank Entities. Executive hereby covenants and agrees with the Company that during so long as he is employed by the Term until the earlier to occur Company and for a period of the date one longer of (1i) year twelve (12) months after the Termination Date, termination of Executive's employment for any reason or the Expiration Date (the “Restricted Period”)ii) during which any payments are made to Executive or for his benefit following termination of his employment pursuant to Section 4 of this Agreement, Executive will not at any time (except for the Bank Entities)engage or participate, directly or indirectly, in any capacity (whether as a proprietor, ownerprincipal, agent, officeremployee, directoremployer, shareholderconsultant, organizeradvisor, sole proprietor, stockholder, partner, principal, manager, member, employee, independent contractor, consultant trustee, joint venturer or otherwise): (a) provide in any adviceother individual or representative capacity whatever, assistance in the conduct or services of the kind management of, or nature which he provided to own any of the Bank Entities stock or relating to other proprietary interest in, or debt of, any business activities of the type organization, person, firm, partnership, association, corporation, enterprise or other entity that shall be engaged in by any of business (whether in operation or in the Bank Entities within the preceding two yearsplanning, to any Person who owns research or operates development stage) that is a Competitive Business anywhere in the Restricted Territory, unless Executive shall obtain the prior written consent of the Board, given in its sole discretion, which consent shall make express reference to this Agreement. Notwithstanding the foregoing, Executive may make passive investments in any company whose stock is listed on a national securities exchange or traded in the over-the-counter market so long as he does not come to any Person that is attempting to initiate own, directly or acquire a Competitive Business indirectly, more than five percent (in either case5%) of the equity securities of such company. For purposes of this Agreement, a “Competitor”) business shall be considered a "Competitive Business" if (i) such Competitor operates, it involves or is planning to operate, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities and (ii) such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities during the Restricted Period; or (b) sell or solicit sales of Competitive Products to Persons within such 50 mile radius, or assist any Competitor in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 does not restrict Executive’s right relates to (i) own securities any business in which the Company is actively engaged on the date of termination or any Entity that files periodic reports with business in which during the Securities twelve (12) months immediately preceding the date of termination the Company actively contemplated engaging (as evidenced by inclusion in a written business plan or proposal) or (ii) any business in which an Affiliate is actively engaged on the date of termination or any business in which during the twelve (12) months immediately preceding the date of termination an Affiliate actively contemplated engaging (as evidenced by inclusion in a written business plan or proposal). The term "Restricted Territory" shall mean each and Exchange Commission under Section 13 every county, province, state, city or 15(d) other political subdivision of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) of the outstanding securities of such company and that such ownership does not does not violate: (A) the Code of Conduct or any other policy of the Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete Agreement as of August 1, 2014 (the “Non-Compete”). Notwithstanding the above, the provisions of this Section 8.5 shall not apply in the event the Executive (a) continued employment with the Company and the Bank upon a Change in Control and then (b) voluntarily resigns from the Company and the Bank effective in the thirteenth or fourteenth month following such Change in Control and (c) no Change in Control Payment had been paid to Executive in connection with the Change in ControlUnited States.

Non-Competition. Executive hereby acknowledges and agrees that, during the course of employment, in addition to Executive’s access to Confidential Information, Executive has become, and will become, familiar with and involved in all aspects of the business and operations of the Bank Entities. Executive hereby covenants and agrees that during the Term until the earlier to occur of the date one (1) year after the Termination Date, or the Expiration Date (the “Restricted Period”), Executive will not at any time (except for the Bank Entities), directly or indirectly, in any capacity (whether as a proprietor, owner, agent, officer, director, shareholder, organizer, partner, principal, manager, member, employee, contractor, consultant or otherwise): (a) provide any advice, assistance or services The term of Non-Competition (herein so called) shall be for a term beginning on the kind or nature which he provided to any of the Bank Entities or relating to business activities of the type engaged in by any of the Bank Entities within the preceding two years, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either case, a “Competitor”) if date hereof and continuing until (i) such Competitor operatesif this Agreement is terminated during the Employment Period by either the Company or the Executive for any reason, or is planning to operate, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius the first anniversary of the Bank’s headquarters Date of Termination or any Branch of the Bank Entities and (ii) such Branch competes or will compete with if the products or services offered or planned to be offered Employment Period expires by reason of a Non-Renewal Notice, the last day of the Employment Period. If this Agreement is terminated by the Bank Entities during the Restricted Period; or (b) sell or solicit sales of Competitive Products to Persons within such 50 mile radius, or assist any Competitor in such sales activities. Notwithstanding any provision hereof Executive for Good Reason prior to the contrary, this Section 8.5 does not restrict Executive’s right to (i) own securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) beginning of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) of Employment Period the outstanding securities of such company and that such ownership does Executive shall not does not violate: (A) the Code of Conduct or any other policy of the Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete Agreement as of August 1, 2014 (the “Non-Compete”). Notwithstanding the above, be bound by the provisions of this Section 8.5 shall 9. (b) During the term of Non-Competition, the Executive will not apply (other than for the benefit of the Company pursuant to this Agreement) directly or indirectly, individually or as an officer, director, employee, shareholder, consultant, contractor, partner, joint venturer, agent, equity owner or in any capacity whatsoever, (i) engage in any radio broadcasting business that transmits a primary or city-grade signal within a Metro Survey Area (as currently defined by The Arbitron Company in its Radio Markets Reports) in which a station directly operated by the Company transmits a primary or city-grade signal (1), with respect to the term of Non-Competition that is during the Executive's employment, during such term of employment, and (2), with respect to the term of Non-Competition that is after the term of the Executive's employment, on the Date of Termination (all such areas being collectively called the "Geographic Area") (a "Competing Business"), (ii) hire, attempt to hire, or contact or solicit with respect to hiring any employee of the Company, or (iii) divert or take away any customers or suppliers of the Company in the event Geographic Area. Notwithstanding the foregoing, the Company agrees that none of the following shall constitute a violation by Executive of this Section 6; (A) ownership by the Executive of less than five percent of the outstanding voting securities of any publicly traded company that is a Competing Business so long as the Executive does not otherwise participate in such competing business in any way prohibited by the preceding sentence, (aB) continued employment with Executive serving in the capacity of director of SFX Entertainment, Inc., or (C) ownership of less than a 5% voting or equity interest in Resource Media, Phoenix. As used in this Section 9(b) (and in Section 6), "Company" shall include the Company and the Bank upon a Change in Control and then (b) voluntarily resigns from the Company and the Bank effective in the thirteenth or fourteenth month following such Change in Control and (c) no Change in Control Payment had been paid to Executive in connection with the Change in Controlany of its subsidiaries.

Non-Competition. a. Executive hereby acknowledges and agrees that, during recognizes the course of employment, in addition to Executive’s access to Confidential Information, Executive has become, and will become, familiar with and involved in all aspects highly competitive nature of the business and operations businesses of the Bank Entities. Company and its affiliates and accordingly agrees as follows: (1) Executive hereby covenants and agrees that during the Term term of employment and until the earlier to occur first anniversary of the date one (1) year after of termination of Executive’s employment with the Termination DateCompany or any subsidiary of the Company, or as the Expiration Date case may be (the “Restricted Non-Competition Period”), the Executive will not directly or indirectly, (i) engage in any business that operates quick service restaurants that compete directly with the business of El Pollo Loco, Inc. or its Affiliates in any market in which El Pollo Loco, Inc. or its Affiliates presently operate restaurants or have targeted operating restaurants at the time of termination of Executive’s employment (a “Competitive Business”), (ii) enter the employ of, or render any time services to, any person engaged in a Competitive Business, (except for the Bank Entities)iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive Business, directly or indirectly, in any capacity (whether as a proprietoran individual, ownerpartner, agentshareholder, officer, director, shareholder, organizer, partner, principal, manageragent, membertrustee or consultant, employeeor (iv) interfere with business relationships (whether formed before or after the date of this Agreement) between the Company or any of its Affiliates and customers, contractorsuppliers, consultant partners, members or otherwise): (a) provide any advice, assistance or services investors of the kind Company or nature which he provided to its Affiliates. Notwithstanding the foregoing, Executive may, directly or indirectly own, solely as an investment, securities of any of the Bank Entities or relating to business activities of the type person engaged in by any of the Bank Entities within the preceding two years, to any Person who owns or operates a Competitive Business which are publicly traded on a national or to any Person that is attempting to initiate regional stock exchange or acquire a Competitive Business (in either case, a “Competitor”) on the over-the-counter market if Executive (i) such Competitor operatesis not a controlling person of, or is planning to operatea member of a group which controls, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities such person and (ii) does not, directly or indirectly, own 5% or more of any class of securities of such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities person. (2) Executive further agrees that during the Restricted Non-Competition Period; or (b) sell , Executive will not, directly or solicit sales of Competitive Products to Persons within such 50 mile radiusindirectly, or assist any Competitor in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 does not restrict Executive’s right to (i) own securities solicit or encourage any employee of the Company or its Affiliates to leave the employment of the Company or its Affiliates, (ii) hire any Entity that files periodic reports such employee who was employed by the Company or its Affiliates as of the date of Executive’s termination of employment with the Securities and Exchange Commission under Section 13 Company or 15(d) who left the employment of the Securities Exchange Act Company or its Affiliates within one year prior to or after the termination of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent employment with the Company, or (2%iii) solicit or encourage to cease to work with the Company or its Affiliates any consultant then under contract with the Company or its Affiliates. b. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the outstanding securities of such company and that such ownership does not does not violate: (A) the Code of Conduct time or territory or any other policy of the Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete restriction contained in this Agreement as of August 1, 2014 (the “Non-Compete”). Notwithstanding the aboveis an unenforceable restriction against Executive, the provisions of this Section 8.5 Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the event enforceability of any of the Executive (a) continued employment with the Company and the Bank upon a Change in Control and then (b) voluntarily resigns from the Company and the Bank effective in the thirteenth or fourteenth month following such Change in Control and (c) no Change in Control Payment had been paid to Executive in connection with the Change in Controlother restrictions contained herein.

Non-Competition. Executive hereby Employee acknowledges and agrees that, during recognizes the course of employment, in addition to Executive’s access to Confidential Information, Executive has become, and will become, familiar with and involved in all aspects highly competitive nature of the business and operations businesses of the Bank Entities. Executive hereby covenants Company and its affiliates and accordingly agrees as follows: (a) During the Period of Employment and, for a period of two (2) years following the date Employee ceases to be employed by the Company for any reason (the "Restricted Period"), Employee will not, directly or indirectly, (i) engage in any business for Employee's own account that during competes with the Term until business of the earlier Company or its affiliates (including, without limitation, businesses which the Company or its affiliates have specific plans to occur conduct in the future and as to which Employee is aware of such planning), (ii) enter the employ of, or render any services to, any person engaged in any business that competes with the business of the Company or its affiliates, (iii) acquire a financial interest in any person engaged in any business that competes with the business of the Company or its affiliates, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant, or (iv) interfere with business relationships (whether formed before or after the date of this Agreement) between the Company or any of its affiliates and customers, suppliers, partners, members or investors of the Company or its affiliates. (b) Notwithstanding anything to the contrary in this Agreement, Employee may, directly or indirectly, own, solely as an investment, securities of any person engaged in the business of the Company or its affiliates which are publicly traded on a national or regional stock exchange or on an over-the- counter market if Employee (i) is not a controlling person of, or a member of a group which controls, such person and (ii) does not, directly or indirectly, own five percent (5%) or more of any class of securities of such person. (c) During the Restricted Period, Employee will not, directly or indirectly, (i) solicit or encourage any employee of the Company or its affiliates to leave the employment of the Company or its affiliates, or (ii) hire any such employee who was employed by the Company or its affiliates as of the date of Employee's termination of employment with the Company or who left the employment of the Company or its affiliates within one (1) year prior to or after the Termination Date, or termination of Employee's employment with the Expiration Date Company. (d) During the “Restricted Period”), Executive Employee will not at any time (except for the Bank Entities)not, directly or indirectly, in solicit or encourage to cease to work with the Company or its affiliates any capacity (whether as a proprietor, owner, agent, officer, director, shareholder, organizer, partner, principal, manager, member, employee, contractor, consultant then under contract with the Company or otherwise):its affiliates. (ae) provide any advice, assistance or services of It is expressly understood and agreed that although Employee and the kind or nature which he provided to any of Company consider the Bank Entities or relating to business activities of the type engaged restrictions contained in by any of the Bank Entities within the preceding two years, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either case, a “Competitor”) if (i) such Competitor operates, or is planning to operate, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities and (ii) such Branch competes or will compete with the products or services offered or planned this Section 12 to be offered reasonable, if a final judicial determination is made by a court of competent jurisdiction that the Bank Entities during the Restricted Period; or (b) sell time or solicit sales of Competitive Products to Persons within such 50 mile radius, or assist any Competitor in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 does not restrict Executive’s right to (i) own securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) of the outstanding securities of such company and that such ownership does not does not violate: (A) the Code of Conduct territory or any other policy of the Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete restriction contained in this Agreement as of August 1, 2014 (the “Non-Compete”). Notwithstanding the aboveis an unenforceable restriction against Employee, the provisions of this Section 8.5 Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the event enforceability of any of the Executive (a) continued employment with the Company and the Bank upon a Change in Control and then (b) voluntarily resigns from the Company and the Bank effective in the thirteenth or fourteenth month following such Change in Control and (c) no Change in Control Payment had been paid to Executive in connection with the Change in Controlother restrictions contained herein.

Non-Competition. (a) Executive hereby acknowledges that: (i) the Company and agrees thatits Affiliates are and will be engaged in the Business during the term of the Executive’s employment and thereafter; (ii) the Company and its Affiliates are and will be actively engaged in the Business throughout the world; (iii) Executive is one of a limited number of persons who will be developing the Business; (iv) Executive has and will continue to occupy a position of trust and confidence with the Company after the date hereof and during the term of the Executive’s employment Executive will become familiar with the Company’s (and its Affiliates’) trade secrets and with other proprietary and confidential information concerning the Company (and its Affiliates) and the Business; (v) the agreements and covenants contained in this Agreement are essential to protect the Company, its Affiliates and the goodwill of the Business; (vi) Executive’s employment with the Company and/or its Affiliates has special, unique and extraordinary value to the Company and its Affiliates and the Company would be irreparably damaged if Executive were to provide services to any person or entity in violation of the provisions of this Section 6; and (vii) Executive has means to support Executive and Executive’s dependents other than by engaging in the Business, and the provisions of this Section 6 will not impair such ability. (b) Executive will not, during the course of employmentRestricted Period (as defined below), anywhere in addition to Executive’s access to Confidential Information, Executive has become, and will become, familiar with and involved in all aspects of the business and operations of the Bank Entities. Executive hereby covenants and agrees that during the Term until the earlier to occur of the date one (1) year after the Termination Date, or the Expiration Date world (the “Restricted PeriodTerritory”), Executive will not at any time (except for the Bank Entities), directly or indirectly, in any capacity indirectly (whether as a proprietoran owner, ownerpartner, shareholder, agent, officer, director, shareholder, organizer, partner, principal, manager, member, employee, independent contractor, consultant consultant, or otherwise): ) own, operate, manage, control, invest in, perform services for, or engage or participate in any manner in, or render services to (aalone or in association with any person or entity) provide or otherwise assist any adviceperson or entity that engages in, assistance or services owns, invests in, operates, manages or controls any venture or enterprise that engages in, the Business. The term “Restricted Period” means the period of time from the kind date hereof until two (2) years after the termination for any reason of Executive’s employment relationship with the Company and/or any Affiliate or nature which he provided any successor thereto (including any termination based on non-renewal of any employment agreement or arrangement). The Restricted Period shall be extended for a period equal to any time period that Executive is in violation of the Bank Entities or relating to business activities of the type engaged in by any of the Bank Entities within the preceding two years, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either case, a “Competitor”) if (i) such Competitor operates, or is planning to operate, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities and (ii) such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities during the Restricted Period; or (b) sell or solicit sales of Competitive Products to Persons within such 50 mile radius, or assist any Competitor in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 does 6. Nothing contained in this Section 6 shall be construed to prevent Executive from investing in the stock of any competing corporation listed on a national securities exchange or traded in the over-the-counter market, but only if Executive is not restrict involved in the business of said corporation and if Executive and Executive’s right to associates (ias such term is defined in Regulation 14(A) own securities of any Entity that files periodic reports with the Securities and Exchange Commission promulgated under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less in effect on the date hereof), collectively, do not own more than two an aggregate of one percent (21%) of the outstanding securities stock of such company and that such ownership does not does not violate: (A) the Code of Conduct or any other policy of the Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete Agreement as of August 1, 2014 (the “Non-Compete”). Notwithstanding the above, the provisions of this Section 8.5 shall not apply in the event the Executive (a) continued employment with the Company and the Bank upon a Change in Control and then (b) voluntarily resigns from the Company and the Bank effective in the thirteenth or fourteenth month following such Change in Control and (c) no Change in Control Payment had been paid to Executive in connection with the Change in Controlcorporation.

Non-Competition. Executive hereby acknowledges (a) During the Non-Compete Period and agrees thatin the Restricted Region, during neither Seller nor any of its Affiliates controlled by, or forming a part of, GE Aviation will (i) manage, operate, engage in, or own directly or indirectly any Equity Interests in any Person engaged in (A) the course of employment, in addition to Executive’s access to Confidential Information, Executive has become, and will become, familiar with and involved in all aspects of Business or (B) the business of designing, developing, operating, manufacturing, marketing, servicing and operations of the Bank Entities. Executive hereby covenants and agrees that during the Term until the earlier to occur of the date one selling thrust reverser actuation systems (1) year after the Termination Date, or the Expiration Date (the a “Restricted PeriodTRAS Business”), Executive or (ii) actively assist any other party to compete with Buyer in the Business or in a TRAS Business. (b) For the purpose of this Section 5.13, “Buyer” will not at include its subsidiaries, divisions and Affiliates as they may exist from time to time, and its successors and assigns, including any time Person succeeding to title to the goodwill of the Business or the Purchased Assets from Buyer. (except for c) Notwithstanding the Bank Entitiesforegoing provisions of Section 5.13(a), directly and without implicitly agreeing that the following activities would be subject to the provisions of Section 5.13(a), nothing in this Agreement shall preclude, prohibit or indirectly, restrict Seller or any other Person that is a part of GE Aviation from engaging in any capacity manner in any (whether as a proprietori) Financial Services Business, owner(ii) Existing Business Activities, agent, officer, director, shareholder, organizer, partner, principal, manager, member, employee, contractor, consultant (iii) De Minimis Business or otherwise): (aiv) provide any advice, assistance or services of the kind or nature which he provided to any of the Bank Entities or relating to business activities of the type engaged in by any of the Bank Entities within the preceding two years, to activity that would otherwise violate Section 5.13(a) that is acquired from any Person who owns (an “After-Acquired Business”) or operates a Competitive Business or to is carried on by any Person that is attempting acquired by or combined with Seller or any of their Affiliates in each case after the Closing (an “After-Acquired Company”); provided that with respect to initiate or acquire a Competitive Business this clause (in either caseiv), a “Competitor”so long as within eighteen (18) if (i) such Competitor operates, or is planning to operate, any office, branch months after the consummation of the purchase or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius acquisition of the Bank’s headquarters After-Acquired Business or any Branch the After-Acquired Company, Seller or such other Person, as applicable, signs a definitive agreement to dispose of, and subsequently disposes of, the relevant portion of the Bank Entities business or securities of the After-Acquired Business or the After-Acquired Company or at the expiration of such eighteen (18) month period the business of the After-Acquired Business or the After-Acquired Company complies with this Section 5.13; provided however, that no such disposition shall be required to the extent the revenue from the competing portion of the business of the After-Acquired Business or After-Acquired Company is less than both (a) $15,000,000 and (ii) such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities during the Restricted Period; or (b) sell or solicit sales of Competitive Products to Persons within such 50 mile radius, or assist any Competitor in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 does not restrict Executive’s right to (i) own securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) 15% of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) of the outstanding securities aggregate revenue of such company and that such ownership does not does not violate: After-Acquired Business or After-Acquired Company for the fiscal year immediately preceding the measurement date. (Ad) the Code of Conduct or If at any other policy of the Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete Agreement as of August 1, 2014 (the “Non-Compete”). Notwithstanding the above, time the provisions of this Section 8.5 shall 5.13 will be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 5.13 will be considered divisible and will become and be immediately amended to only such area, duration and scope of activity as will be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and this Section 5.13 as so amended will be valid and binding as though any invalid or unenforceable provision had not apply in the event the Executive (a) continued employment with the Company and the Bank upon a Change in Control and then (b) voluntarily resigns from the Company and the Bank effective in the thirteenth or fourteenth month following such Change in Control and (c) no Change in Control Payment had been paid to Executive in connection with the Change in Controlincluded herein.

Non-Competition. Executive hereby acknowledges and agrees that, during Provided the course of employmentCompany is not in default hereunder, in addition consideration of the Company's promise to Executive’s access to Confidential Information, Executive has becomedisclose, and will becomedisclosure of, familiar with its Confidential Information and involved in all aspects other good and valuable consideration provided hereunder, the receipt and sufficiency of which are hereby acknowledged by Employee, Employee hereby agrees and covenants that until the later of the business and operations last day of the Bank Entities. Executive hereby covenants and agrees that during Term or until the Employee's date of termination of, or resignation from, employment from the Company or any of its subsidiaries or affiliates for any reason, including the expiration of the Term until the earlier to occur of the date one (1) year after the Termination Date, or the Expiration Date (the “Restricted Period”), Executive will not at any time (except for the Bank Entities)Employee shall not, directly or indirectly, engage in, assist or become associated with a Competitive Activity. For purposes of this Section 2(b): (i) a “Competitive Activity” means, at the time of Employee's termination, any business or other endeavor in any capacity jurisdiction conducted by the Company or any of its subsidiaries or affiliates (whether or demonstrably anticipated by the Company or its subsidiaries or affiliates in any jurisdiction as of the Effective Date or at any time thereafter); and (ii) Employee shall be considered to have become “associated with a proprietor, Competitive Activity” if Employee becomes directly or indirectly involved as an owner, agentprincipal, employee, officer, director, shareholderindependent contractor, organizerrepresentative, stockholder, financial backer, agent, partner, principaladvisor, managerlender, memberor in any other individual or representative capacity with any individual, employeepartnership, contractor, consultant corporation or otherwise): (a) provide any advice, assistance or services of the kind or nature which he provided to any of the Bank Entities or relating to business activities of the type other organization that is engaged in by any of the Bank Entities within the preceding two years, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either caseActivity. Notwithstanding the foregoing, a “Competitor”) if (i) such Competitor operates, or is planning to operate, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities Employee may make and (ii) such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities retain investments during the Restricted Period; or (b) sell or solicit sales of Competitive Products to Persons within such 50 mile radius, or assist any Competitor for investment purposes only, in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 does not restrict Executive’s right to (i) own securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) 5% of the outstanding securities capital stock of any publicly-traded corporation engaged in a Competitive Activity if stock of such company and that corporation is either listed on a national stock exchange or on the NASDAQ National Market System if Employee is not otherwise affiliated with such ownership does corporation is not does not violate: (A) the Code of Conduct or any other policy of the Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete Agreement as of August 1, 2014 (the “Non-Compete”). Notwithstanding the above, the provisions of this Section 8.5 shall not apply in the event the Executive (a) continued employment directly involved with the Company and the Bank upon a Change in Control and then (b) voluntarily resigns from the Company and the Bank effective in the thirteenth provision of direction or fourteenth month following management of such Change in Control and (c) no Change in Control Payment had been paid to Executive in connection with the Change in Control.entity;

Non-Competition. Executive hereby acknowledges By and in consideration of the Company’s entering into this Retention Agreement and the payments to be made and benefits to be provided by the Company hereunder, and in further consideration of the Employee’s exposure to the Confidential Information of the Company and its affiliates, the Employee agrees thatthat the Employee shall not, during the course of employment, in addition to ExecutiveEmployee’s access to Confidential Information, Executive has become, employment with the Company and will become, familiar with and involved in all aspects of the business and operations of the Bank Entities. Executive hereby covenants and agrees that during the Term until the earlier to occur of the date one (1) year after the Termination Date, or the Expiration Date for a twelve-month period thereafter (the “Restricted Restriction Period”), Executive will not at any time (except for the Bank Entities), directly or indirectly, own, manage, operate, join, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any capacity (whether manner with, including, without limitation, holding any position as a proprietorstockholder, owner, agentdirector, officer, directorconsultant, shareholderindependent contractor, organizeremployee, partner, principalor investor in, managerany Restricted Enterprise (as defined below); provided, member, employee, contractor, consultant or otherwise): (a) provide any advice, assistance or services of the kind or nature which he provided to any of the Bank Entities or relating to business activities of the type engaged that in by any of the Bank Entities within the preceding two years, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either case, a “Competitor”) if no event (i) such Competitor operates, shall ownership by the Employee of five percent (5%) or is planning to operate, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius less of the Bank’s headquarters or any Branch of the Bank Entities and (ii) such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities during the Restricted Period; or (b) sell or solicit sales of Competitive Products to Persons within such 50 mile radius, or assist any Competitor in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 does not restrict Executive’s right to (i) own outstanding securities of any Entity that files periodic reports with the Securities and Exchange Commission class of any issuer whose securities are registered under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) of , standing alone, be prohibited by this Section 5.2, so long as the outstanding securities Employee does not have, or exercise, any rights to manage or operate the business of such company and issuer other than rights as a stockholder thereof, nor (ii) shall being employed by a Person that such ownership does not does not violate: is a Restricted Enterprise, standing alone, be prohibited by this Section 5.2, so long as (A) the Code such Person has more than one discrete and readily distinguishable part of Conduct or any other policy of the Bankits business, including any policy related to inside information; (B) the Employee’s duties are not at or involving the part of such Person that is the Restricted Enterprise, including, without limitation, serving in a capacity where any applicable securities law; or Person involved in the Restricted Enterprise reports to the Employee and (C) the Employee notifies the Company of employment with such Person prior to commencement of his or her employment with such Person. For purposes of this paragraph, “Restricted Enterprise” shall mean any applicable standstill Person that is engaged, directly or other similar contractual obligation indirectly, in (or intends or proposes to engage in, or has been organized for the purpose of engaging in) the generic injectible pharmaceutical industry. During the one-year period following the termination of the Bank. The parties have also entered into that certain Non-Compete Agreement as of August 1, 2014 (the “Non-Compete”). Notwithstanding the above, the provisions of this Section 8.5 shall not apply in the event the Executive (a) continued Employee’s employment with the Company and Company, upon request of the Bank upon a Change in Control and then (b) voluntarily resigns from Company, the Employee shall notify the Company and of the Bank effective in the thirteenth or fourteenth month following such Change in Control and (c) no Change in Control Payment had been paid to Executive in connection with the Change in ControlEmployee’s then-current employment status.