Common use of Non-Competition Clause in Contracts

Non-Competition. (a) Upon any termination of Executive's employment hereunder as a result of which the Association is paying Executive benefits under Section 4 of this Agreement, Executive agrees not to compete with the Bank and/or the Company for a period of one (1) year following such termination in any city, town or county in which the Bank and/or the Company has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or the Company. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the Company, its business and property in the event of Executive's breach of this Subsection 9(a) agree that in the event of any such breach by Executive, the Bank and/or the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Company from pursuing any other remedies available to the Bank and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. This paragraph (a) shall not apply if an termination of Executive's employment occurs in connection with a change in control of the Bank, within the meaning of the Home Owners' Loan Act and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency) thereunder.

Non-Competition. (a) Upon any termination of Executive's employment hereunder pursuant to an Event of Termination as a result of which the Association is paying Executive benefits under provided in Section 4 of this Agreementhereof, Executive agrees not to compete with the Bank Association and/or the Holding Company for a period of one (1) year following such termination in any city, town or county in which the Bank Association and/or the Holding Company has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank Association and/or the Holding Company. The parties hereto, recognizing that irreparable injury will result to the Bank Association and/or the Holding Company, its business and property in the event of Executive's breach of this Subsection 9(a11(a) agree that in the event of any such breach by Executive, the Bank Association and/or the Holding Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Section 8 hereof, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank Association and/or the Holding Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank Association and/or the Holding Company from pursuing any other remedies available to the Bank Association and/or the Holding Company for such breach or threatened breach, including the recovery of damages from Executive. This paragraph (a) shall not apply if an termination of Executive's employment occurs in connection with a change in control of the Bank, within the meaning of the Home Owners' Loan Act and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency) thereunder.

Non-Competition. (a) Upon any termination of Executive's ’s employment hereunder hereunder, other than a termination, (whether voluntary or involuntary) in connection with a Change in Control, as a result of which the Association Bank is paying Executive benefits under Section 4 6 of this Agreement, Executive agrees not to compete with the Bank and/or the Company for a period of one (1) year following such termination in within twenty-five (25) miles of any city, town existing branch of the Bank or county in any subsidiary of the Company or within twenty-five (25) miles of any office for which the Bank and/or Bank, the Company has an office or a Bank subsidiary of the Company has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said area, cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or the Company. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the Company, its business and property in the event of Executive's ’s breach of this Subsection 9(a11(a) agree that in the event of any such breach by Executive, the Bank and/or the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's ’s partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that Executive's ’s experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Company from pursuing any other remedies available to the Bank and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. This paragraph (a) shall not apply if an termination of Executive's employment occurs in connection with a change in control of the Bank, within the meaning of the Home Owners' Loan Act and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency) thereunder.

Non-Competition. (a) Upon any termination of Executive's ’s employment hereunder as (whether voluntary or involuntary), other than a result of which the Association is paying Executive benefits under Section 4 of this Agreementtermination (whether voluntary or involuntary) in connection with a Change in Control, Executive agrees not to compete with the Bank and/or and the Company for a period of one two (12) year years following such termination in within one hundred (100) miles of any cityexisting branch of the Bank, town the Bank’s subsidiaries, or county in any subsidiary of the Company, or within one hundred (100) miles of any office for which the Bank and/or Bank, the Bank’s subsidiaries, the Company has an office or a bank subsidiary of the Company has filed an application for regulatory approval to establish an officeapproval, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or or the Company. The parties hereto, recognizing that irreparable injury will result to the Bank and/or or the Company, its business and property in the event of Executive's ’s breach of this Subsection 9(a) agree that in the event of any such breach by Executive, the Bank and/or and the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's ’s partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that Executive's ’s experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or or the Company from pursuing any other remedies available to the Bank and/or or the Company for such breach or threatened breach, including the recovery of damages from Executive. This paragraph (a) shall not apply if an termination of Executive's employment occurs in connection with a change in control of the Bank, within the meaning of the Home Owners' Loan Act and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency) thereunder.

Non-Competition. (a) Upon any termination of Executive's ’s employment hereunder as a result of which the Association is paying Executive benefits under Section 4 for any reason, including but not limited to expiration of this Agreement, Executive agrees not to compete with the Bank and/or the Company for a period of one twelve (112) year months following such termination in any city, city or town or county in which the Bank and/or the Company has an office operates a branch or has filed an application for regulatory approval to establish an main office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that that, during such period and within said cities, towns and countiesperiod, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or Bank. Executive specifically further agrees that he will not, for the Companytwelve (12) month non-competition period work in either a paid or unpaid capacity with any individual or group proposing to establish a new bank or other financial institution in Bank’s market area. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the CompanyBank, its business and property in the event of Executive's ’s breach of this Subsection 9(aSubparagraph 10(a) agree that in the event of any such breach by Executive, the Bank and/or the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's ’s partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Paragraph 8 hereof, Executive's ’s experience and capabilities are such that Executive can obtain employment in a business business, engaged in other lines and/or of a different nature than the Bank and/or the CompanyBank, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Company from pursuing any other remedies available to the Bank and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. This paragraph (a) shall not apply if an termination of Executive's employment occurs in connection with a change in control of the Bank, within the meaning of the Home Owners' Loan Act and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency) thereunder.

Non-Competition. (a) Upon any termination of Executive's employment hereunder pursuant to an Event of Termination as a result of which the Association is paying Executive benefits under provided in Section 4 of this Agreementhereof, Executive agrees not to compete with the Bank Association and/or the Company for a period of one (1) year following such termination in any city, town or county in which the Bank Association and/or the Company has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank Association and/or the Company. The parties hereto, recognizing that irreparable injury will result to the Bank Association and/or the Company, its business and property in the event of Executive's breach of this Subsection 9(a11(a) agree that in the event of any such breach by Executive, the Bank Association and/or the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Section 8 hereof, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank Association and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank Association and/or the Company from pursuing any other remedies available to the Bank Association and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. This paragraph (a) shall not apply if an termination of Executive's employment occurs in connection with a change in control of the Bank, within the meaning of the Home Owners' Loan Act and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency) thereunder.

Non-Competition. (a) Upon any termination Executive recognizes that his duties will entail the receipt of Executive's employment hereunder Trade Secrets and Confidential Information as defined in this Section 6. Those Trade Secrets and Confidential Information have been developed by the Company at substantial cost and constitute valuable and unique property of the Company. Accordingly, the Executive acknowledges that protection of Trade Secrets and Confidential Information is a result of which the Association is paying Executive benefits under Section 4 of this Agreement, legitimate business interest. Executive agrees not to compete with the Bank and/or Company during the Company Employment Term and for a reasonable and limited period thereafter. Therefore, during the Employment Term and for a period of one (1) year following such termination in any citytwo years thereafter, town or county in which the Bank and/or the Company has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for have an investment of $100,000.00 or advisemore in a Competing Business (as defined herein) and shall not render personal services to any such Competing Business in any manner, consult including, without limitation, as owner, partner, director, trustee, officer, employee, consultant or otherwise serve withadvisor thereof. If the Executive shall breach the covenants contained in this NonCompetition provision, directly the Company shall have no further obligation to make any payment to the Executive pursuant to this Agreement and may recover from the Executive all such damages as it may be entitled to at law or indirectlyin equity. In addition, the Executive acknowledges that any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or such breach is likely to result in irreparable harm to the Company. The parties heretoCompany shall be entitled to specific performance of the covenants in this Section 6, recognizing that irreparable injury will result to the Bank and/or the Companyincluding entry of a temporary restraining order in state or federal court, its business preliminary and property permanent injunctive relief against activities in the event of Executive's breach violation of this Subsection 9(a) agree that in the event of any such breach by ExecutiveSection 6, the Bank and/or the Company will be entitledor both, or other appropriate judicial remedy, writ or order, in addition to any other remedies damages and damages available, legal expenses which the Company may be legally entitled to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executiverecover. Executive represents acknowledges and admits agrees that the covenants in this Section 6 shall be construed as agreements independent of any other provision of this Agreement or any other agreement between the Company and Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the Company, and that the existence of any claim or cause of action by Executive against the Company, whether predicated upon this Agreement or any other agreement, shall not constitute a defense to the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Company from pursuing any other remedies available to the Bank and/or the Company for of such breach or threatened breach, including the recovery covenants. The provisions of damages from Executive. This paragraph this subsection (ad) shall not apply be applicable to Executive if an termination of Executive's Executive is terminated from employment occurs in connection with a change in control of without Cause or the Bank, within the meaning of the Home Owners' Loan Act and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency) thereunder.Executive resigns from employment for Good Reason

Non-Competition. (a) Upon any termination of Executive's ’s employment hereunder hereunder, other than a termination, (whether by resignation, voluntary or involuntary) in connection with a Change in Control, as a result of which the Association Bank is paying Executive benefits under Section 4 6 of this Agreement, Executive agrees not to compete with the Bank and/or the Company for a period of one (1) year following such termination in within twenty-five (25) miles of any city, town existing branch of the Bank or county in any subsidiary of the Company or within twenty-five (25) miles of any office for which the Bank and/or Bank, the Company has an office or a Bank subsidiary of the Company has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said area, cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or the Company. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the Company, its business and property in the event of Executive's ’s breach of this Subsection 9(a11(a) agree that in the event of any such breach by Executive, the Bank and/or the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's ’s partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that Executive's ’s experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Company from pursuing any other remedies available to the Bank and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. This paragraph (a) shall not apply if an termination of Executive's employment occurs in connection with a change in control of the Bank, within the meaning of the Home Owners' Loan Act and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency) thereunder.

Non-Competition. (a) Upon any termination of Executive's ’s employment hereunder hereunder, other than a termination (whether voluntary or involuntary) following a Change in Control), as a result of which the Association Company is paying Executive benefits under Section 4 6 of this Agreement, Executive agrees not to compete with the Bank and/or the Company for a period of one (1) year following such termination in within twenty-five (25) miles of any city, town existing branch of the Bank or county in any subsidiary of the Company or within twenty-five (25) miles of any office for which the Bank and/or Bank, the Company has an office or a Bank subsidiary of the Company has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said area, cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or the Company. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the Company, its business and property in the event of Executive's ’s breach of this Subsection 9(a12(a) agree that in the event of any such breach by Executive, the Bank and/or the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's ’s partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that Executive's ’s experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Company from pursuing any other remedies available to the Bank and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. This paragraph (a) shall not apply if an termination of Executive's employment occurs in connection with a change in control of the Bank, within the meaning of the Home Owners' Loan Act and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency) thereunder.

Non-Competition. (a) Upon any termination Executive recognizes that his duties will entail the receipt of Executive's employment hereunder Trade Secrets and Confidential Information as defined in this Section 6. Those Trade Secrets and Confidential Information have been developed by the Company at substantial cost and constitute valuable and unique property of the Company. Accordingly, the Executive acknowledges that protection of Trade Secrets and Confidential Information is a result of which the Association is paying Executive benefits under Section 4 of this Agreement, legitimate business interest. Executive agrees not to compete with the Bank and/or Company during the Employment Term and for a reasonable and limited period thereafter. Therefore, during the Employment Term and during the applicable Continuation Period thereafter (or, in the event of as termination for Cause by the Company for or without Good Reason by the Executive, a period of one two (12) year years following such termination in any citythe Termination Date), town or county in which the Bank and/or the Company has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for have an investment of $100,000.00 or advisemore in a Competing Business (as defined herein) and shall not render personal services to any such Competing Business in any manner, consult including, without limitation, as owner, partner, director, trustee, officer, employee, consultant or otherwise serve withadvisor thereof. If the Executive shall breach the covenants contained in this Non-Competition provision, directly the Company shall have no further obligation to make any payment to the Executive pursuant to this Agreement and may recover from the Executive all such damages as it may be entitled to at law or indirectlyin equity. In addition, the Executive acknowledges that any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or such breach is likely to result in irreparable harm to the Company. The parties heretoCompany shall be entitled to specific performance of the covenants in this Section 6, recognizing that irreparable injury will result to the Bank and/or the Companyincluding entry of a temporary restraining order in state or federal court, its business preliminary and property permanent injunctive relief against activities in the event of Executive's breach violation of this Subsection 9(a) agree that in the event of any such breach by ExecutiveSection 6, the Bank and/or the Company will be entitledor both, or other appropriate judicial remedy, writ or order, in addition to any other remedies damages and damages available, legal expenses which the Company may be legally entitled to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executiverecover. Executive represents acknowledges and admits agrees that the covenants in this Section 6 shall be construed as agreements independent of any other provision of this Agreement or any other agreement between the Company and Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the Company, and that the existence of any claim or cause of action by Executive against the Company, whether predicated upon this Agreement or any other agreement, shall not constitute a defense to the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Company from pursuing any other remedies available to the Bank and/or the Company for of such breach or threatened breach, including the recovery covenants. The provisions of damages from Executive. This paragraph this subsection (ad) shall not apply be applicable to Executive if an termination of Executive's Executive is terminated from employment occurs in connection with a change in control of without Cause or the Bank, within the meaning of the Home Owners' Loan Act and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency) thereunder.Executive resigns from employment for Good Reason

Non-Competition. (a) Upon any termination of Executive's employment hereunder as a result of which the Association is paying Executive benefits under pursuant to Section 4 of this Agreementhereof, Executive agrees not to compete with the Bank and/or the Holding Company or its Subsidiaries for a period of one (1) year following such termination in any city, town or county in which the Bank and/or Executive's normal business office is located and the Holding Company or any of its Subsidiaries has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or the CompanyHolding Company or its Subsidiaries. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the CompanyHolding Company or its Subsidiaries, its business and property in the event of Executive's breach of this Subsection 9(a10(a) agree that in the event of any such breach by Executive, the Bank and/or the Holding Company or its Subsidiaries will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with under the direction of Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Section 7 hereof, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the CompanyHolding Company or its Subsidiaries, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Holding Company or its Subsidiaries from pursuing any other remedies available to the Bank and/or the Holding Company or its Subsidiaries for such breach or threatened breach, including the recovery of damages from Executive. This paragraph (a) shall not apply if an termination of Executive's employment occurs in connection with a change in control of the Bank, within the meaning of the Home Owners' Loan Act and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency) thereunder.

Non-Competition. (a) Upon any termination of Executive's employment hereunder as a result of which the Association is paying Executive benefits under pursuant to Section 4 of this Agreementhereof, Executive agrees not to compete with the Bank and/or the Holding Company or its Subsidiaries for a period of one (1) year following such termination in any city, town or county in which the Bank and/or Executive's normal business office is located and the Holding Company or any of its Subsidiaries has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or the CompanyHolding Company or its Subsidiaries. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the CompanyHolding Company or its Subsidiaries, its business and property in the event of Executive's breach of this Subsection 9(a10(a) agree that in the event of any such breach by Executive, the Bank and/or the Holding Company or its Subsidiaries, will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with under the direction of Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Section 7 hereof, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the CompanyHolding Company or its Subsidiaries, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Holding Company or its Subsidiaries from pursuing any other remedies available to the Bank and/or the Holding Company or its Subsidiaries for such breach or threatened breach, including the recovery of damages from Executive. This paragraph (a) shall not apply if an termination of Executive's employment occurs in connection with a change in control of the Bank, within the meaning of the Home Owners' Loan Act and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency) thereunder.

Non-Competition. (a) Upon any termination of Executive's employment hereunder as a result of which the Association is paying Executive benefits under pursuant to Section 4 of this Agreementhereof, Executive agrees not to compete with the Bank and/or the Holding Company or its Subsidiaries for a period of one (1) year following such termination in any city, town or county in which the Bank and/or Executive's normal business office is located and the Holding Company or any of its Subsidiaries has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or the CompanyHolding Company or its Subsidiaries. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the CompanyHolding Company or its Subsidiaries, its business and property in the event of Executive's breach of this Subsection 9(a11(a) agree that in the event of any such breach by Executive, the Bank and/or the Holding Company or its Subsidiaries, will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with under the direction of Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Section 8 hereof, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the CompanyHolding Company or its Subsidiaries, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Holding Company or its Subsidiaries from pursuing any other remedies available to the Bank and/or the Holding Company or its Subsidiaries for such breach or threatened breach, including the recovery of damages from Executive. This paragraph (a) shall not apply if an termination of Executive's employment occurs in connection with a change in control of the Bank, within the meaning of the Home Owners' Loan Act and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency) thereunder.

Non-Competition. (a) Upon any termination of Executive's employment hereunder hereunder, other than a termination (whether voluntary or involuntary) following a Change in Control), as a result of which the Association Company is paying Executive benefits under Section 4 6 of this Agreement, Executive agrees not to compete with the Bank and/or the Company for a period of one (1) year following such termination in within twenty-five (25) miles of any city, town existing branch of the Bank or county in any subsidiary of the Company or within twenty-five (25) miles of any office for which the Bank and/or Bank, the Company has an office or a Bank subsidiary of the Company has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said area, cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or the Company. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the Company, its business and property in the event of Executive's breach of this Subsection 9(a11(a) agree that in the event of any such breach by Executive, the Bank and/or the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Company from pursuing any other remedies available to the Bank and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. This paragraph (a) shall not apply if an termination of Executive's employment occurs in connection with a change in control of the Bank, within the meaning of the Home Owners' Loan Act and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency) thereunder.

Non-Competition. (a) Upon any termination of Executive's employment hereunder as a result of which the Association Bank is paying Executive benefits under Section 4 of this Agreement4, Executive agrees not to compete with the Bank and/or the Company for a period of one (1) year following such termination in any city, town or county in which the Bank and/or the Company has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or the Company. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the Company, its business and property in the event of Executive's breach of this Subsection 9(aSection 10(a) agree that in the event of any such breach by Executive, the Bank and/or the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Company from pursuing any other remedies available to the Bank and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. This paragraph (a) shall not apply if an termination of Executive's employment occurs in connection with a change in control of the Bank, within the meaning of the Home Owners' Loan Act and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency) thereunder.

Non-Competition. (a) Upon any termination of Executive's employment hereunder hereunder, other than a termination (whether voluntary or involuntary) following a Change in Control, as a result of which the Association Company is paying Executive benefits under Section 4 6 of this Agreement, Executive agrees not to compete with the Bank and/or the Company for a period of one (1) year following such termination in within twenty-five (25) miles of any city, town existing branch of the Bank or county in any subsidiary of the Company or within twenty-five (25) miles of any office for which the Bank and/or Bank, the Company has an office or a Bank subsidiary of the Company has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said area, cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or the Company. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the Company, its business and property in the event of Executive's breach of this Subsection 9(a11(a) agree that in the event of any such breach by Executive, the Bank and/or the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Company from pursuing any other remedies available to the Bank and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. This paragraph (a) shall not apply if an termination of Executive's employment occurs in connection with a change in control of the Bank, within the meaning of the Home Owners' Loan Act and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency) thereunder.

Non-Competition. (a) Upon any termination Executive recognizes that his duties will entail the receipt of Executive's employment hereunder Trade Secrets and Confidential Information as defined in this Section 6. Those Trade Secrets and Confidential Information have been developed by the Company at substantial cost and constitute valuable and unique property of the Company. Accordingly, the Executive acknowledges that protection of Trade Secrets and Confidential Information is a result of which the Association is paying Executive benefits under Section 4 of this Agreement, legitimate business interest. Executive agrees not to compete with the Bank and/or Company during the Employment Term and for a reasonable and limited period thereafter. Therefore, during the Employment Term and during the applicable Continuation Period thereafter (or, in the event of as termination for Cause by the Company for or without Good Reason by the Executive, a period of one two (12) year years following such termination in any citythe Termination Date), town or county in which the Bank and/or the Company has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for have an investment of $100,000.00 or advisemore in a Competing Business (as defined herein) and shall not render personal services to any such Competing Business in any manner, consult including, without limitation, as owner, partner, director, trustee, officer, employee, consultant or otherwise serve withadvisor thereof. If the Executive shall breach the covenants contained in this Non-Competition provision, directly the Company shall have no further obligation to make any payment to the Executive pursuant to this Agreement and may recover from the Executive all such damages as it may be entitled to at law or indirectlyin equity. In addition, the Executive acknowledges that any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or such breach is likely to result in irreparable harm to the Company. The parties heretoCompany shall be entitled to specific performance of the covenants in this Section 6, recognizing that irreparable injury will result to the Bank and/or the Companyincluding entry of a temporary restraining order in state or federal court, its business preliminary and property permanent injunctive relief against activities in the event of Executive's breach violation of this Subsection 9(a) agree that in the event of any such breach by ExecutiveSection 6, the Bank and/or the Company will be entitledor both, or other appropriate judicial remedy, writ or order, in addition to any other remedies damages and damages available, legal expenses which the Company may be legally entitled to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executiverecover. Executive represents acknowledges and admits agrees that the covenants in this Section 6 shall be construed as agreements independent of any other provision of this Agreement or any other agreement between the Company and Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the Company, and that the existence of any claim or cause of action by Executive against the Company, whether predicated upon this Agreement or any other agreement, shall not constitute a defense to the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Company from pursuing any other remedies available to the Bank and/or the Company for of such breach or threatened breach, including the recovery covenants. The provisions of damages from Executive. This paragraph this subsection (ad) shall not apply be applicable to Executive if an termination of (i) Executive is terminated from employment without Cause, (ii) the Executive resigns from employment for Good Reason, or (iii) the Company elects not to renew the Executive's ’s employment occurs in connection with a change in control following the end of the BankTerm with compensation and benefits not materially less advantageous to the Executive than those set forth in this Agreement, within but the meaning Executive is willing and able to enter into a renewal of this Agreement with compensation and benefits not materially less advantageous to the Home Owners' Loan Act and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency) thereunderExecutive than those set forth in this Agreement.

Non-Competition. (a) Upon any termination of Executive's ’s employment hereunder hereunder, other than a termination (whether by resignation, voluntary or involuntary) in connection with a Change in Control, as a result of which the Association Bank is paying Executive benefits under Section 4 6 of this Agreement, Executive agrees not to compete with the Bank and/or the Company for a period of one (1) year following such termination in within twenty-five (25) miles of any city, town existing branch of the Bank or county in any subsidiary of the Company or within twenty-five (25) miles of any office for which the Bank and/or Bank, the Company has an office or a Bank subsidiary of the Company has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said area, cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or the Company. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the Company, its business and property in the event of Executive's ’s breach of this Subsection 9(a11(a) agree that in the event of any such breach by Executive, the Bank and/or the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's ’s partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that Executive's ’s experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Company from pursuing any other remedies available to the Bank and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. This paragraph (a) shall not apply if an termination of Executive's employment occurs in connection with a change in control of the Bank, within the meaning of the Home Owners' Loan Act and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency) thereunder.

Non-Competition. (a) Upon any termination of Executive's ’s employment hereunder hereunder, other than a termination (whether voluntary or involuntary) following a Change in Control, as a result of which the Association Company is paying Executive benefits under Section 4 6 of this Agreement, Executive agrees not to compete with the Bank and/or the Company for a period of one (1) year following such termination in within twenty-five (25) miles of any city, town existing branch of the Bank or county in any subsidiary of the Company or within twenty-five (25) miles of any office for which the Bank and/or Bank, the Company has an office or a Bank subsidiary of the Company has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said area, cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or the Company. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the Company, its business and property in the event of Executive's ’s breach of this Subsection 9(a11(a) agree that in the event of any such breach by Executive, the Bank and/or the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's ’s partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that Executive's ’s experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Company from pursuing any other remedies available to the Bank and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. This paragraph (a) shall not apply if an termination of Executive's employment occurs in connection with a change in control of the Bank, within the meaning of the Home Owners' Loan Act and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency) thereunder.

Non-Competition. (a) Upon any termination of Executive's ’s employment hereunder as a result of which the Association is paying Executive benefits under pursuant to Section 4 of this Agreementhereof, Executive agrees not to compete with the Bank and/or the Holding Company or its Subsidiaries for a period of one (1) year following such termination in any city, town or county in which the Bank and/or Executive’s normal business office is located and the Holding Company or any of its Subsidiaries has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or the CompanyHolding Company or its Subsidiaries. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the CompanyHolding Company or its Subsidiaries, its business and property in the event of Executive's ’s breach of this Subsection 9(a10(a) agree that in the event of any such breach by Executive, the Bank and/or the Holding Company or its Subsidiaries will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's ’s partners, agents, servants, employers, employees and all persons acting for or with under the direction of Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Section 7 hereof, Executive's ’s experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the CompanyHolding Company or its Subsidiaries, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Holding Company or its Subsidiaries from pursuing any other remedies available to the Bank and/or the Holding Company or its Subsidiaries for such breach or threatened breach, including the recovery of damages from Executive. This paragraph (a) shall not apply if an termination of Executive's employment occurs in connection with a change in control of the Bank, within the meaning of the Home Owners' Loan Act and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency) thereunder.

Non-Competition. (a) Upon any termination of Executive's employment hereunder hereunder, other than a termination, (whether voluntary or involuntary) in connection with a Change in Control, as a result of which the Association Bank is paying Executive benefits under Section 4 6 of this Agreement, Executive agrees not to compete with the Bank and/or the Company for a period of one (1) year following such termination in within twenty-five (25) miles of any city, town existing branch of the Bank or county in any subsidiary of the Company or within twenty-five (25) miles of any office for which the Bank and/or Bank, the Company has an office or a Bank subsidiary of the Company has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said area, cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or the Company. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the Company, its business and property in the event of Executive's breach of this Subsection 9(a11(a) agree that in the event of any such breach by Executive, the Bank and/or the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Company from pursuing any other remedies available to the Bank and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. This paragraph (a) shall not apply if an termination of Executive's employment occurs in connection with a change in control of the Bank, within the meaning of the Home Owners' Loan Act and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency) thereunder.

Non-Competition. (a) Upon any termination of Executive's employment hereunder as a result of which the Association is paying Executive benefits under pursuant to Section 4 of this Agreement, Executive agrees not to compete with the Bank and/or the Company Institution or its Subsidiaries for a period of one (1) year following such termination in any city, town or the county in which the Bank and/or the Company has an Institution's executive office or has filed an application for regulatory approval to establish an office, determined is located as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and countieslocation, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or the CompanyInstitution or its Subsidiaries. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the CompanyInstitution or its Subsidiaries, its business and property in the event of Executive's breach of this Subsection 9(a10(a) agree that in the event of any such breach by Executive, the Bank and/or the Company Institution or its Subsidiaries, will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with under the direction of Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Section 4 hereof, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the CompanyInstitution or its Subsidiaries, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Company Institution or its Subsidiaries from pursuing any other remedies available to the Bank and/or the Company Institution or its Subsidiaries for such breach or threatened breach, including the recovery of damages from Executive. This paragraph (a) shall not apply if an termination of Executive's employment occurs in connection with a change in control of the Bank, within the meaning of the Home Owners' Loan Act and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency) thereunder.

Non-Competition. (a) Upon In the event any termination of ExecutiveEXECUTIVE's employment hereunder pursuant to an Event of Termination as a result of which the Association is paying Executive benefits under provided in Section 4 of this Agreementhereof, Executive EXECUTIVE agrees not to compete with the Bank BANK and/or the Company COMPANY for a period of one (1) year twelve following such termination termination, in any city, town or county in which the Bank BANK and/or the Company COMPANY has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination. In the event of termination by EXECUTIVE of employment other than as described in Section 4(a)(ii), except and other than after a Change in Control, EXECUTIVE agrees not to compete with the BANK and/or the Company for a period of one year in any city, town or county in which the BANK or the COMPANY has an office or has filed an application for regulatory approval to establish an office, determined as agreed of the effective date of termination, in consideration of the payment, quarterly in arrears, of an amount equal to the annual amount payable pursuant to a resolution duly adopted by the Boardpreceding sentence. Executive EXECUTIVE agrees that during such period and within said cities, towns and counties, Executive EXECUTIVE shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank BANK and/or the CompanyCOMPANY. The parties hereto, recognizing that irreparable injury will result to the Bank BANK and/or the CompanyCOMPANY, its business and property in the event of ExecutiveEXECUTIVE's breach of this Subsection 9(a11(a) agree that in the event of any such breach by ExecutiveEXECUTIVE, the Bank BANK and/or the Company COMPANY will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by ExecutiveEXECUTIVE, ExecutiveEXECUTIVE's partners, agents, servants, employers, employees and all persons acting for or with ExecutiveEXECUTIVE. Executive EXECUTIVE represents and admits that Executivein the event of the termination of his employment pursuant to Section 4 hereof, EXECUTIVE's experience and capabilities are such that Executive EXECUTIVE can obtain employment in a business engaged in other lines and/or of a different nature than the Bank BANK and/or the CompanyCOMPANY, and that the enforcement of a remedy by way of injunction will not prevent Executive EXECUTIVE from earning a livelihood. Nothing herein will be construed as prohibiting the Bank BANK and/or the Company COMPANY from pursuing any other remedies available to the Bank BANK and/or the Company COMPANY for such breach or threatened breach, including the recovery of damages from Executive. This paragraph (a) shall not apply if an termination of Executive's employment occurs in connection with a change in control of the Bank, within the meaning of the Home Owners' Loan Act and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency) thereunderEXECUTIVE.

Non-Competition. (a) Upon any termination of Executive's employment hereunder hereunder, other than a termination, (whether voluntary or involuntary) in connection with a Change in Control, as a result of which the Association is paying Executive benefits under Section 4 6 of this Agreement, Executive agrees not to compete with the Bank Association and/or the Company for a period of one (1) year following such termination in within twenty-five (25) miles of any city, town existing branch of the Association or county in any subsidiary of the Company or within twenty-five (25) miles of any office for which the Bank and/or Association, the Company has an office or a subsidiary of the Company or the Association has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said area, cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank Association and/or the Company or subsidiary of the Association or Company. The parties hereto, recognizing that irreparable injury will result to the Bank Association and/or the Company, its business and property in the event of Executive's breach of this Subsection 9(a13(a) agree that in the event of any such breach by Executive, the Bank Association and/or the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank Association and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank Association and/or the Company from pursuing any other remedies available to the Bank Association and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. This paragraph (a) shall not apply if an termination of Executive's employment occurs in connection with a change in control of the Bank, within the meaning of the Home Owners' Loan Act and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency) thereunder.

Non-Competition. (a) Upon any termination of Executive's employment hereunder as a result of which the Association is paying Executive benefits under pursuant to Section 4 of this Agreementhereof, Executive agrees not to compete with the Bank and/or the Holding Company or its Subsidiaries for a period of one (1) year following such termination in any city, town or county in which the Bank and/or Executive's normal business office is located and the Holding Company or any of its Subsidiaries has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or the CompanyHolding Company or its Subsidiaries. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the CompanyHolding Company or its Subsidiaries, its business and property in the event of Executive's breach of this Subsection 9(a10(a) agree that in the event of any such breach by Executive, the Bank and/or the Holding Company or its Subsidiaries, will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with under the direction of Executive. Executive represents and admits that in the event of the termination of her employment pursuant to Section 7 hereof, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the CompanyHolding Company or its Subsidiaries, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Holding Company or its Subsidiaries from pursuing any other remedies available to the Bank and/or the Holding Company or its Subsidiaries for such breach or threatened breach, including the recovery of damages from Executive. This paragraph (a) shall not apply if an termination of Executive's employment occurs in connection with a change in control of the Bank, within the meaning of the Home Owners' Loan Act and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency) thereunder.

Non-Competition. (a) Upon any termination Executive recognizes that his duties will entail the receipt of Executive's employment hereunder Trade Secrets and Confidential Information as defined in this Section 6. Those Trade Secrets and Confidential Information have been developed by the Company at substantial cost and constitute valuable and unique property of the Company. Accordingly, the Executive acknowledges that protection of Trade Secrets and Confidential Information is a result of which the Association is paying Executive benefits under Section 4 of this Agreement, legitimate business interest. Executive agrees not to compete with the Bank and/or Company during the Employment Term and for a reasonable and limited period thereafter. Therefore, during the Employment Term and during the applicable Continuation Period thereafter (or, in the event of as termination for Cause by the Company for or without Good Reason by the Executive, a period of one two (12) year years following such termination in any citythe Termination Date), town or county in which the Bank and/or the Company has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for have an investment of $100,000.00 or advisemore in a Competing Business (as defined herein) and shall not render personal services to any such Competing Business in any manner, consult including, without limitation, as owner, partner, director, trustee, officer, employee, consultant or otherwise serve withadvisor thereof. If the Executive shall breach the covenants contained in this Non-Competition provision, directly the Company shall have no further obligation to make any payment to the Executive pursuant to this Agreement and may recover from the Executive all such damages as it may be entitled to at law or indirectlyin equity. In addition, the Executive acknowledges that any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or such breach is likely to result in irreparable harm to the Company. The parties heretoCompany shall be entitled to specific performance of the covenants in this Section 6, recognizing that irreparable injury will result to the Bank and/or the Companyincluding entry of a temporary restraining order in state or federal court, its business preliminary and property permanent injunctive relief against activities in the event of Executive's breach violation of this Subsection 9(a) agree that in the event of any such breach by ExecutiveSection 6, the Bank and/or the Company will be entitledor both, or other appropriate judicial remedy, writ or order, in addition to any other remedies damages and damages available, legal expenses which the Company may be legally entitled to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executiverecover. Executive represents acknowledges and admits agrees that the covenants in this Section 6 shall be construed as agreements independent of any other provision of this Agreement or any other agreement between the Company and Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the Company, and that the existence of any claim or cause of action by Executive against the Company, whether predicated upon this Agreement or any other agreement, shall not constitute a defense to the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Company from pursuing any other remedies available to the Bank and/or the Company for of such breach or threatened breach, including the recovery covenants. The provisions of damages from Executive. This paragraph this subsection (ad) shall not apply be applicable to Executive if an termination of Executive's Executive is terminated from employment occurs in connection with a change in control of without Cause or the Bank, within the meaning of the Home Owners' Loan Act and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency) thereunderExecutive resigns from employment for Good Reason.

Non-Competition. (a) Upon any termination of Executive's employment hereunder hereunder, other than a termination, (whether voluntary or involuntary) in connection with a Change in Control, as a result of which the Association is paying Executive benefits under Section 4 6 of this Agreement, Executive agrees not to compete with the Bank Association and/or the Company for a period of one (1) year following such termination in within twenty-five (25) miles of any city, town existing branch of the Association or county in any subsidiary of the Company or within twenty-five (25) miles of any office for which the Bank and/or Association, the Company has an office or a Association subsidiary of the Company has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said area, cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank Association and/or the Company. The parties hereto, recognizing that irreparable injury will result to the Bank Association and/or the Company, its business and property in the event of Executive's breach of this Subsection 9(a11(a) agree that in the event of any such breach by Executive, the Bank Association and/or the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank Association and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank Association and/or the Company from pursuing any other remedies available to the Bank Association and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. This paragraph (a) shall not apply if an termination of Executive's employment occurs in connection with a change in control of the Bank, within the meaning of the Home Owners' Loan Act and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency) thereunder.

Non-Competition. (a) Upon any termination of Executive's employment hereunder pursuant to an Event of Termination as a result of which the Association is paying Executive benefits under provided in Section 4 of this Agreementhereof, Executive agrees not to compete with the Bank and/or the Company for a period equal to the greater of one (1) year or the remainder of the existing term of the Agreement following such termination in any city, town or county in which the Bank and/or the Company has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or the Company. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the Company, its business and property in the event of Executive's breach of this Subsection 9(a11(a) agree that in the event of any such breach by Executive, the Bank and/or the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Section 8 hereof, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Company from pursuing any other remedies available to the Bank and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. This paragraph (a) shall not apply if an termination of Executive's employment occurs in connection with a change in control of the Bank, within the meaning of the Home Owners' Loan Act and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency) thereunder.

Non-Competition. (a) Upon any termination of Executive's employment hereunder hereunder, other than a termination, (whether by resignation, voluntary or involuntary) in connection with a Change in Control, as a result of which the Association Bank is paying Executive benefits under Section 4 6 of this Agreement, Executive agrees not to compete with the Bank and/or the Company for a period of one (1) year following such termination in within twenty-five (25) miles of any city, town existing branch of the Bank or county in any subsidiary of the Company or within twenty-five (25) miles of any office for which the Bank and/or Bank, the Company has an office or a Bank subsidiary of the Company has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said area, cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or the Company. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the Company, its business and property in the event of Executive's breach of this Subsection 9(a11(a) agree that in the event of any such breach by Executive, the Bank and/or the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Company from pursuing any other remedies available to the Bank and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. This paragraph (a) shall not apply if an termination of Executive's employment occurs in connection with a change in control of the Bank, within the meaning of the Home Owners' Loan Act and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency) thereunder.

Non-Competition. (a) Upon any termination of Executive's employment hereunder hereunder, other than a termination, (whether voluntary or involuntary) in connection with a Change in Control, as a result of which the Association is paying Executive benefits under Section 4 6 of this Agreement, Executive agrees not to compete with the Bank Association and/or the Company for a period of one (1) year following such termination in within twenty-five (25) miles of any city, town existing branch of the Association or county in any subsidiary of the Company or within twenty-five (25) miles of any office for which the Bank and/or Association, the Company has an office or a subsidiary of the Company or the Association has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said area, cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank Association and/or the Company or subsidiary of the Association of Company. The parties hereto, recognizing that irreparable injury will result to the Bank Association and/or the Company, its business and property in the event of Executive's breach of this Subsection 9(a13(a) agree that in the event of any such breach by Executive, the Bank Association and/or the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank Association and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank Association and/or the Company from pursuing any other remedies available to the Bank Association and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. This paragraph (a) shall not apply if an termination of Executive's employment occurs in connection with a change in control of the Bank, within the meaning of the Home Owners' Loan Act and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency) thereunder.

Non-Competition. (a) Upon any termination of Executive's employment hereunder as for any reason except when a result Change of which the Association is paying Executive benefits under Section 4 Control has occurred, including, but not limited to, expiration of this Agreement, Executive agrees not to compete with the Bank and/or the Company for a period of one twenty-four (124) year months following such termination in any citywithin Maury County, town or county in which Tennessee and all counties contiguous thereto. Additionally, during the Bank and/or the Company has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and countiestwenty-four (24) months, Executive shall not call upon, solicit, service or interfere with or divert in any way any customers served by the Bank at the Date of Termination. The Bank agrees that Executive may work for or advise, consult or otherwise serve with, directly or indirectly, any an entity whose business materially that competes with the depository, lending or other business activities of the Bank and/or as long as the CompanyExecutive works in an office that is not in Maury County, Tennessee or a county contiguous thereto and does not advise, consult or have any direct involvement with the entity's activities within Maury County, Tennessee or a county contiguous thereto or with the commercial loan customers served by the Bank at the Date of Termination. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the CompanyBank, its business and property in the event of Executive's breach of this Subsection 9(aI 0(a) agree that in the event of any such breach by Executive, the Bank and/or the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that in the event of the termination of his employment with Bank, Executive's experience and capabilities are such that Executive can obtain employment in a business business, engaged in other lines and/or of a different nature than the Bank and/or the CompanyBank, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Company from pursuing any other remedies available to the Bank and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. This paragraph (a) shall not apply if an termination of Executive's employment occurs in connection with a change in control of the Bank, within the meaning of the Home Owners' Loan Act and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency) thereunder.

Non-Competition. (a) Upon any termination of Executive's employment hereunder as a result of which the Association is paying Executive benefits under pursuant to Section 4 of this Agreement, Executive agrees not to compete with the Bank and/or the Holding Company or its Subsidiaries for a period of one (1) year following such termination in any city, town or the county in which the Bank and/or the Company has an Holding Company's executive office or has filed an application for regulatory approval to establish an office, determined is located as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and countieslocation, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or the CompanyHolding Company or its Subsidiaries. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the CompanyHolding Company or its Subsidiaries, its business and property in the event of Executive's breach of this Subsection 9(a10(a) agree that in the event of any such breach by Executive, the Bank and/or the Holding Company or its Subsidiaries, will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with under the direction of Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Section 4 hereof, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the CompanyHolding Company or its Subsidiaries, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Holding Company or its Subsidiaries from pursuing any other remedies available to the Bank and/or the Holding Company or its Subsidiaries for such breach or threatened breach, including the recovery of damages from Executive. This paragraph (a) shall not apply if an termination of Executive's employment occurs in connection with a change in control of the Bank, within the meaning of the Home Owners' Loan Act and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency) thereunder.

Non-Competition. (a) Upon any termination of Executive's employment hereunder hereunder, other than a termination, (whether voluntary or involuntary) in connection with a Change in Control, as a result of which the Association Company is paying Executive benefits under Section 4 6 of this Agreement, Executive agrees not to compete with the Bank Association and/or the Company for a period of one (1) year following such termination in within twenty-five (25) miles of any city, town existing branch of the Association or county in any subsidiary of the Company or within twenty-five (25) miles of any office for which the Bank and/or Association, the Company has an office or a Association subsidiary of the Company has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said area, cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank Association and/or the Company. The parties hereto, recognizing that irreparable injury will result to the Bank Association and/or the Company, its business and property in the event of Executive's breach of this Subsection 9(a11(a) agree that in the event of any such breach by Executive, the Bank Association and/or the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank Association and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank Association and/or the Company from pursuing any other remedies available to the Bank Association and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. This paragraph (a) shall not apply if an termination of Executive's employment occurs in connection with a change in control of the Bank, within the meaning of the Home Owners' Loan Act and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency) thereunder.

Non-Competition. (a) Upon any termination of Executive's employment hereunder hereunder, other than a termination, (whether voluntary or involuntary) in connection with a Change in Control, as a result of which the Association is paying Executive benefits under Section 4 of this Agreement, Executive agrees not to compete with the Bank Association and/or the Company for a period of one (1) year following such termination in within twenty-five (25) miles of any city, town existing branch of the Association or county in any subsidiary of the Company or within twenty-five (25) miles of any office for which the Bank and/or Association, the Company has an office or a subsidiary of the Company has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said area, cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank Association and/or the Company. The parties hereto, recognizing that irreparable injury will result to the Bank Association and/or the Company, its business and property in the event of Executive's breach of this Subsection 9(a) agree that in the event of any such breach by Executive, the Bank Association and/or the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank Association and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank Association and/or the Company from pursuing any other remedies available to the Bank Association and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. This paragraph (a) shall not apply if an termination of Executive's employment occurs in connection with a change in control of the Bank, within the meaning of the Home Owners' Loan Act and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency) thereunder.

Non-Competition. (a) Upon any termination of Executive's employment hereunder as a result of which the Association is paying Executive benefits under pursuant to Section 4 of this Agreement4(c) hereof, Executive agrees not to compete with the Bank and/or the Holding Company for a period of one (1) year following such termination in any city, town or county in which the Bank and/or the Holding Company has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. : Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or the Holding Company. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the Holding Company, its business and property in the event of Executive's breach of this Subsection 9(a10(a) agree that in the event of any such breach by Executive, the Bank and/or the Holding Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that in the event of the termination of her employment pursuant to Sections 4(c) hereof, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the Holding Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Holding Company from pursuing any other remedies available to the Bank and/or the Holding Company for such breach or threatened breach, including the recovery of damages from Executive. This paragraph (a) shall not apply if an termination of Executive's employment occurs in connection with a change in control of the Bank, within the meaning of the Home Owners' Loan Act and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency) thereunder.

Non-Competition. (a) Upon any termination (whether voluntary or involuntary) of Executive's employment hereunder as employment, other than a result of which the Association is paying Executive benefits under Section 4 of this Agreementtermination (whether voluntary or involuntary) in connection with a Change in Control, Executive agrees not to compete with the MHC, the Bank and/or and the Company for a period of one two (12) year years following such termination in within one hundred (100) miles of any cityexisting branch of the Bank, town the Bank's subsidiaries, or county in any subsidiary of the MHC or the Company, or within one hundred (100) miles of any office for which the Bank and/or Bank, the Bank's subsidiaries, the Company has an office or a bank subsidiary of the Company has filed an application for regulatory approval to establish an officeapproval, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the MCH, the Bank and/or the Company. The parties hereto, recognizing that irreparable injury will result to the MHC, the Bank and/or the Company, its business and property in the event of Executive's breach of this Subsection 9(a) agree that in the event of any such breach by Executive, the Bank and/or the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Company from pursuing any other remedies available to the MHC, the Bank and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. This paragraph (a) shall not apply if an termination of Executive's employment occurs in connection with a change in control of the Bank, within the meaning of the Home Owners' Loan Act and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency) thereunder.

Non-Competition. (a) Upon any termination of Executive's Executives employment hereunder hereunder, other than a termination, (whether voluntary or involuntary) in connection with a Change in Control, as a result of which the Association Bank is paying Executive benefits under Section 4 of this Agreement, Executive agrees not to compete with the Bank and/or the Company for a period of one (1) year following such termination in within twenty-five (25) miles of any city, town existing branch of the Bank or county in any subsidiary of the Company or within twenty-five (25) miles of any office for which the Bank and/or Bank, the Company has an office or a bank subsidiary of the Company has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said area, cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or the Company. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the Company, its business and property in the event of Executive's Executives breach of this Subsection 9(a) agree that in the event of any such breach by Executive, the Bank and/or the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's Executives partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that Executive's Executives experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Company from pursuing any other remedies available to the Bank and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. This paragraph (a) shall not apply if an termination of Executive's employment occurs in connection with a change in control of the Bank, within the meaning of the Home Owners' Loan Act and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency) thereunder.

Non-Competition. (a) Upon any termination of Executive's employment hereunder pursuant to an Event of Termination as a result of which the Association is paying Executive benefits under provided in Section 4 of this Agreementhereof, Executive agrees not to compete with the Savings Bank and/or the Company for a period of one (1) year following such termination in any city, town or county in which the Savings Bank and/or the Company has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Savings Bank and/or the Company. The parties hereto, recognizing that irreparable injury will result to the Savings Bank and/or the Company, its business and property in the event of Executive's breach of this Subsection 9(a11(a) agree that in the event of any such breach by Executive, the Savings Bank and/or the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Section 8 hereof, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Savings Bank and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Savings Bank and/or the Company from pursuing any other remedies available to the Savings Bank and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. This paragraph (a) shall not apply if an termination of Executive's employment occurs in connection with a change in control of the Bank, within the meaning of the Home Owners' Loan Act and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency) thereunder.

Non-Competition. (a) Upon any termination (whether voluntary or involuntary) of Executive's employment hereunder as ’s employment, other than a result of which the Association is paying Executive benefits under Section 4 of this Agreementtermination (whether voluntary or involuntary) in connection with a Change in Control, Executive agrees not to compete with the Bank and/or and the Company for a period of one two (12) year full years following such termination in within one hundred (100) miles of any cityexisting branch of the Bank, town the Bank’s subsidiaries, or county in any subsidiary of the Company, or within one hundred (100) miles of any office for which the Bank and/or Bank, the Bank’s subsidiaries, the Company has an office or a bank subsidiary of the Company has filed an application for regulatory approval to establish an officeapproval, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or the Company. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the Company, its business and property in the event of Executive's ’s breach of this Subsection 9(a) agree that in the event of any such breach by Executive, the Bank and/or the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's ’s partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that Executive's ’s experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Company from pursuing any other remedies available to the Bank and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. This paragraph (a) shall not apply if an termination of Executive's employment occurs in connection with a change in control of the Bank, within the meaning of the Home Owners' Loan Act and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency) thereunder.

Non-Competition. (a) Upon any termination of Executive's employment hereunder as a result of which the Association is paying Executive benefits under pursuant to Section 4 of this Agreementhereof, Executive agrees not to compete with the Bank and/or the Company Institution for a period of one (1) year following such termination in any city, town or county in which the Bank and/or Executive's normal business office is located and the Company Institution has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or the CompanyInstitution. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the CompanyInstitution, its business and property in the event of Executive's breach of this Subsection 9(asubsection 10(a) agree that in the event of any such breach by Executive, the Bank and/or the Company Institution, will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or under the direction of Executive. In addition, Executive shall not, for a period of one year after the termination of this Agreement, engage any person employed by the Holding Company or the Institution in an employment or contractual relationship with Executive. Executive represents and admits that , Executive's experience and capabilities are such that own employer or any other business concern without the written permission of the Chief Executive can obtain employment Officer of the Holding Company or the Institution. Notwithstanding the foregoing, the Executive's obligations under this subsection 10(a) shall terminate upon the occurrence of either of the following events: (i) a Change in a business engaged in other lines and/or Control or (ii) an Event of a different nature than the Bank and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihoodTermination. Nothing herein will be construed as prohibiting the Bank and/or the Company Institution from pursuing any other remedies available to the Bank and/or the Company Institution for such breach or threatened breach, including the recovery of damages from Executive. This paragraph (a) shall not apply if an termination of Executive's employment occurs in connection with a change in control of the Bank, within the meaning of the Home Owners' Loan Act and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency) thereunder.

Non-Competition. (a) Upon any termination of Executive's employment hereunder as (whether voluntary or involuntary), other than a result of which the Association is paying Executive benefits under Section 4 of this Agreementtermination (whether voluntary or involuntary) in connection with a Change in Control, Executive agrees not to compete with the Bank and/or and the Company for a period of one two (12) year years following such termination in within one hundred (100) miles of any cityexisting branch of the Bank, town the Bank's subsidiaries, or county in any subsidiary of the Company, or within one hundred (100) miles of any office for which the Bank and/or Bank, the Bank's subsidiaries, the Company has an office or a bank subsidiary of the Company has filed an application for regulatory approval to establish an officeapproval, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or or the Company. The parties hereto, recognizing that irreparable injury will result to the Bank and/or or the Company, its business and property in the event of Executive's breach of this Subsection 9(a) agree that in the event of any such breach by Executive, the Bank and/or and the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or or the Company from pursuing any other remedies available to the Bank and/or or the Company for such breach or threatened breach, including the recovery of damages from Executive. This paragraph (a) shall not apply if an termination of Executive's employment occurs in connection with a change in control of the Bank, within the meaning of the Home Owners' Loan Act and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency) thereunder.

Non-Competition. (a) Upon any termination of Executive's employment hereunder as a result of which the Association is paying Executive benefits under pursuant to Section 4 of this Agreement, Executive agrees not to compete with the Bank and/or the Company or Forward Financial for a period of one (1) year following such termination in any city, town or county in which the Executive's normal business office is located and the Bank and/or the Company or Forward Financial has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or the Companyand Forward Financial. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the CompanyBank, its business and property in the event of Executive's breach of this Subsection 9(a10(a) agree that in the event of any such breach by Executive, the Bank and/or the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with under the direction of Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Section 4 of this Agreement, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the CompanyBank, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Company from pursuing any other remedies available to the Bank and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. This paragraph (a) shall not apply if an termination of Executive's employment occurs in connection with a change in control of the Bank, within the meaning of the Home Owners' Loan Act and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency) thereunder.other

Non-Competition. (a) Upon any termination of Executive's employment hereunder hereunder, other than a termination, (whether voluntary or involuntary) in connection with a Change in Control, as a result of which the Association Company is paying Executive benefits under Section 4 6 of this Agreement, Executive agrees not to compete with the Bank Association and/or the Company for a period of one (1) year following such termination in within twenty-five (25) miles of any city, town existing branch of the Association or county in any subsidiary of the Company or within twenty-five (25) miles of any office for which the Bank and/or Association, the Company has an office or a Association subsidiary of the Company has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said area, cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank Association and/or the Company. The parties hereto, recognizing that irreparable injury will result to the Bank Association and/or the Company, its business and property in the event of Executive's breach of this Subsection 9(a12(a) agree that in the event of any such breach by Executive, the Bank Association and/or the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank Association and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank Association and/or the Company from pursuing any other remedies available to the Bank Association and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. This paragraph (a) shall not apply if an termination of Executive's employment occurs in connection with a change in control of the Bank, within the meaning of the Home Owners' Loan Act and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency) thereunder.

Non-Competition. (a) Upon any termination of Executive's employment hereunder hereunder, other than a termination, (whether voluntary or involuntary) in connection with a Change in Control, as a result of which the Association is paying Executive benefits under Section 4 of this Agreement, Executive agrees not to compete with the Bank and/or the Company for a period of one (1) year following such termination in within twenty-five (25) miles of any cityexisting branch of the Bank or any bank subsidiary of the Company, town or county in within twenty-five (25) miles of any office for which the Bank and/or Bank, the Company has an office or a bank subsidiary of the Company has filed an application for regulatory approval to establish an officeapproval, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or the Company. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the Company, its business and property in the event of Executive's breach of this Subsection 9(a) agree that in the event of any such breach by Executive, the Bank and/or the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Company from pursuing any other remedies available to the Bank and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. This paragraph (a) shall not apply if an termination of Executive's employment occurs in connection with a change in control of the Bank, within the meaning of the Home Owners' Loan Act and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency) thereunder.

Non-Competition. (a) Upon any termination of Executive's employment hereunder as a result of which the Association is paying Executive benefits under pursuant to Section 4 of this Agreement, Executive agrees not to compete with the Bank and/or the Company for a period of one (1) year following such termination in any city, town or county in which Executive's normal business office is located and the Bank and/or the Company has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or the CompanyBank. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the CompanyBank, its business and property in the event of Executive's breach of this Subsection 9(a10(a) agree that in the event of any such breach by Executive, the Bank and/or the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with under the direction of Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Section 4 of this Agreement, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the CompanyBank, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Company from pursuing any other remedies available to the Bank and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. This paragraph (a) shall not apply if an termination of Executive's employment occurs in connection with a change in control of the Bank, within the meaning of the Home Owners' Loan Act and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency) thereunder.

Non-Competition. (a) Upon any termination of Executive's employment hereunder as a result of which the Association is paying Executive benefits under pursuant to Section 4 of this Agreement4(c) hereof, Executive agrees not to compete with the Bank and/or the Holding Company for a period of one (1I) year following such termination in any city, town or county in which the Bank and/or the Holding Company has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise othertwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or the Holding Company. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the Holding Company, its business and property properly in the event of Executive's breach of this Subsection 9(a10(a) agree that in the event of any such breach by Executive, the Bank and/or the Holding Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Sections 4(c) hereof, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the Holding Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Holding Company from pursuing any other remedies available to the Bank and/or the Holding Company for such breach or threatened breach, including the recovery of damages from Executive. This paragraph (a) shall not apply if an termination of Executive's employment occurs in connection with a change in control of the Bank, within the meaning of the Home Owners' Loan Act and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency) thereunder.

Non-Competition. (a) Upon any termination of Executive's employment hereunder as a result of which the Association is paying Executive benefits under pursuant to Section 4 of this Agreementhereof, Executive agrees not to compete with the Bank and/or the Holding Company or its Subsidiaries for a period of one (1) year following such termination in any city, town or county in which the Bank and/or Executive's normal business office is located and the Holding Company or any of its Subsidiaries has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or the CompanyHolding Company or its Subsidiaries. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the CompanyHolding Company or its Subsidiaries, its business and property in the event of Executive's breach of this Subsection 9(a10(a) agree that in the event of any such breach by Executive, the Bank and/or the Holding Company or its Subsidiaries, will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with under the direction of Executive. Executive represents and admits that in the event of the termination #27938/February 10, 1995 7 of his employment pursuant to Section 7 hereof, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the CompanyHolding Company or its Subsidiaries, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Holding Company or its Subsidiaries from pursuing any other remedies available to the Bank and/or the Holding Company or its Subsidiaries for such breach or threatened breach, including the recovery of damages from Executive. This paragraph (a) shall not apply if an termination of Executive's employment occurs in connection with a change in control of the Bank, within the meaning of the Home Owners' Loan Act and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency) thereunder.

Non-Competition. (a) Upon any termination (whether voluntary or involuntary) of Executive's employment hereunder as ’s employment, other than a result of which the Association is paying Executive benefits under Section 4 of this Agreementtermination (whether voluntary or involuntary) in connection with a Change in Control, Executive agrees not to compete with the MHC, the Bank and/or and the Company for a period of one (1) year following such termination in within one hundred (100) miles of any cityexisting branch of the Bank, town the Bank’s subsidiaries, or county in any subsidiary of the MHC or the Company, or within one hundred (100) miles of any office for which the Bank and/or Bank, the Bank’s subsidiaries, the Company has an office or a bank subsidiary of the Company has filed an application for regulatory approval to establish an officeapproval, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the MHC, the Bank and/or the Company. The parties hereto, recognizing that irreparable injury will result to the MHC, the Bank and/or the Company, its business and property in the event of Executive's ’s breach of this Subsection 9(a) agree that in the event of any such breach by Executive, the Bank and/or the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's ’s partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that Executive's ’s experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Company from pursuing any other remedies available to the MHC, the Bank and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. This paragraph (a) shall not apply if an termination of Executive's employment occurs in connection with a change in control of the Bank, within the meaning of the Home Owners' Loan Act and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency) thereunder.

Non-Competition. (a) Upon any termination of Executive's employment hereunder hereunder, other than a termination (whether voluntary or involuntary) in connection with a Change in Control), as a result of which the Association Company is paying Executive benefits under Section 4 6 of this Agreement, Executive agrees not to compete with the Bank Association and/or the Company for a period of one (1) year following such termination in within twenty-five (25) miles of any city, town existing branch of the Association or county in any subsidiary of the Company or within twenty-five (25) miles of any office for which the Bank and/or Association, the Company has an office or a Association subsidiary of the Company has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said area, cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank Association and/or the Company. The parties hereto, recognizing that irreparable injury will result to the Bank Association and/or the Company, its business and property in the event of Executive's breach of this Subsection 9(a12(a) agree that in the event of any such breach by Executive, the Bank Association and/or the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank Association and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank Association and/or the Company from pursuing any other remedies available to the Bank Association and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. This paragraph (a) shall not apply if an termination of Executive's employment occurs in connection with a change in control of the Bank, within the meaning of the Home Owners' Loan Act and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency) thereunder.

Non-Competition. (a) Upon any termination of Executive's employment hereunder So long as a result of which the Association is paying Executive benefits are being paid under Section 4 of this Agreement, Executive agrees not to compete with the Bank and/or or the Company for a period of one (1) year following such termination in any city, town or county in which the Bank and/or the Company has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. The Executive agrees that during such period and within said cities, towns and counties, the Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or or the Company. So long as benefits are being paid under this Agreement, Executive also shall not directly or indirectly, solicit, hire, or entice any person who was an employee of the Bank or the Company or any customer or client of the Bank or the Company to cease, terminate, or reduce any relationship with the Bank or the Company or to divert any business from the Bank or the Company. Further, Executive will not directly or indirectly disclose the names, addresses, telephone numbers, compensation, or other arrangements between the Bank or the Company and any individual or entity described in Section 5(a). The parties hereto, recognizing that irreparable injury will result to the Bank and/or the CompanyBank, its business and property in the event of Executive's ’s breach of this Subsection 9(a) Section agree that in the event of any such breach by Executive, the Bank and/or the Company will be entitled, in addition to any other remedies and damages available, : (i) to immediately cease payment of any amount that would otherwise be payable under this Agreement; and (ii) to obtain an injunction to restrain the violation hereof by Executive, Executive's ’s partners, agents, servants, employers, employees and all persons acting for or with under the direction of Executive. Executive represents and admits that Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or or the Company from pursuing any other remedies available to the Bank and/or or the Company for such breach or threatened breach, including the recovery of damages from Executive. This paragraph (aTo the extent any part of this Section 5(a) shall not apply if an termination of Executive's employment occurs in connection with a change in control of the Bankis found to be unenforceable, within the meaning of the Home Owners' Loan Act Executive and the Rules Bank agree that a court of competent jurisdiction shall have authority to reform this Section 5(a) to the extent necessary to provide the maximum period and Regulations promulgated by geographic area of non-competition that is enforceable under applicable law, in consideration for the Office of Thrift Supervision (or its predecessor agency) thereunderbenefits paid and payable to Executive hereunder.

Non-Competition. (a) Upon any termination of ExecutiveEXECUTIVE's employment hereunder pursuant to an Event of Termination as a result of which the Association is paying Executive benefits under provided in Section 4 of this Agreementhereof, Executive EXECUTIVE agrees not to compete with the Bank ASSOCIATION and/or the Company COMPANY for a period of one (1) year following such termination in any city, town or county in which the Bank ASSOCIATION and/or the Company COMPANY has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive EXECUTIVE agrees that during such period and within said cities, towns and counties, Executive EXECUTIVE shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank ASSOCIATION and/or the CompanyCOMPANY. The parties hereto, recognizing that irreparable injury will result to the Bank ASSOCIATION and/or the CompanyCOMPANY, its business and property in the event of ExecutiveEXECUTIVE's breach of this Subsection 9(a11(a) agree that in the event of any such breach by ExecutiveEXECUTIVE, the Bank ASSOCIATION and/or the Company COMPANY will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by ExecutiveEXECUTIVE, ExecutiveEXECUTIVE's partners, agents, servants, employers, employees and all persons acting for or with ExecutiveEXECUTIVE. Executive EXECUTIVE represents and admits that Executivein the event of the termination of his employment pursuant to Section 4 hereof, EXECUTIVE's experience and capabilities are such that Executive EXECUTIVE can obtain employment in a business engaged in other lines and/or of a different nature than the Bank ASSOCIATION and/or the CompanyCOMPANY, and that the enforcement of a remedy by way of injunction will not prevent Executive EXECUTIVE from earning a livelihood. Nothing herein will be construed as prohibiting the Bank ASSOCIATION and/or the Company COMPANY from pursuing any other remedies available to the Bank ASSOCIATION and/or the Company COMPANY for such breach or threatened breach, including the recovery of damages from Executive. This paragraph (a) shall not apply if an termination of Executive's employment occurs in connection with a change in control of the Bank, within the meaning of the Home Owners' Loan Act and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency) thereunderEXECUTIVE.

Non-Competition. (a) Upon any termination of Executive's employment hereunder as a result of which the Association is paying Executive benefits under pursuant to Section 4 of this Agreement, Executive agrees not to compete with the Bank and/or the Holding Company or its Subsidiaries for a period of one (1) year following such termination in any city, town or county in which the Bank and/or Executive's normal business office is located and the Holding Company or any of its Subsidiaries has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or the CompanyHolding Company or its Subsidiaries. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the CompanyHolding Company or its Subsidiaries, its business and property in the event of Executive's breach of this Subsection 9(a10(a) agree that in the event of any such breach by Executive, the Bank and/or the Holding Company or its Subsidiaries, will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with under the direction of Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Section 4 hereof, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the CompanyHolding Company or its Subsidiaries, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Holding Company or its Subsidiaries from pursuing any other remedies available to the Bank and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. This paragraph (a) shall not apply if an termination of Executive's employment occurs in connection with a change in control of the Bank, within the meaning of the Home Owners' Loan Act and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency) thereunder.Holding

Non-Competition. (a) Upon any termination of Executive's employment hereunder as a result of which the Association is paying Executive benefits under Section 4 of this Agreement, Executive agrees not to compete with the Bank and/or the Company for a period of one (1) year following such termination in any city, town or county in which the Bank and/or the Company has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or the Company. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the Company, its business and property in the event of Executive's breach of this Subsection 9(a) agree that in the event of any such breach by Executive, the Bank and/or the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Company from pursuing any other remedies available to the Bank and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. This paragraph (a) shall not apply if an termination of Executive's employment occurs in connection with a change in control of the Bank, within the meaning of the Home Owners' Loan Act and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency) thereunder.

Non-Competition. (a) Upon any termination of Executive's employment hereunder as a result of which the Association is paying Executive benefits under pursuant to Section 4 of this Agreementhereof, Executive agrees not to compete with the Bank and/or the Holding Company or its Subsidiaries for a period of one (1) year following such termination in any city, town or county in which the Bank and/or Executive' s normal business office is located and the Holding Company or any of its Subsidiaries has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or the CompanyHolding Company or its Subsidiaries. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the CompanyHolding Company or its Subsidiaries, its business and property in the event of Executive's breach of this Subsection 9(a10(a) agree that in the event of any such breach by Executive, the Bank and/or the Holding Company or its Subsidiaries, will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with under the direction of Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Section 7 hereof, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the CompanyHolding Company or its Subsidiaries, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. In addition, Executive shall not, for a period of one year after the termination of this Agreement, engage any person employed by the Holding Company or its subsidiaries in an employment or contractual relationship with Executive, Executive's own employer or any other business concern without the written permission of the Chief Executive Officer of the Holding Company. Notwithstanding the foregoing, the Executive's obligations under this subsection 10(a) shall terminate upon the occurrence of either of the following events: (i) a Change in Control or (ii) an Event of Termination. Nothing herein will be construed as prohibiting the Bank and/or the Holding Company or its Subsidiaries from pursuing any other remedies available to the Bank and/or the Holding Company or its Subsidiaries for such breach or threatened breach, including the recovery of damages from Executive. This paragraph (a) shall not apply if an termination of Executive's employment occurs in connection with a change in control of the Bank, within the meaning of the Home Owners' Loan Act and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency) thereunder.

Non-Competition. (a) Upon any termination of Executive's employment hereunder pursuant to an Event of Termination as a result of which the Association is paying Executive benefits under provided in Section 4 of this Agreementhereof, Executive agrees not to compete with the Bank and/or the Holding Company for a period of one (1) year following such termination in any city, town or county in which the Bank and/or the Holding Company has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or the Holding Company. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the Holding Company, its business and property in the event of Executive's breach of this Subsection 9(a10(a) agree that in the event of any such breach by Executive, the Bank and/or the Holding Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Section 7 hereof, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the Holding Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Holding Company from pursuing any other remedies available to the Bank and/or the Holding Company for such breach or threatened breach, including the recovery of damages from Executive. This paragraph (a) shall not apply if an termination of Executive's employment occurs in connection with a change in control of the Bank, within the meaning of the Home Owners' Loan Act and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency) thereunder.

Non-Competition. (a) Upon any termination of Executive's employment hereunder as a result of which the Association is paying Executive benefits under pursuant to Section 4 of this Agreement, Executive agrees not to compete with the Bank and/or the Holding Company or its Subsidiaries for a period of one (1) year following such termination in any city, town or county in which the Bank and/or Executive's normal business office is located and the Holding Company or any of its Subsidiaries has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or the CompanyHolding Company or its subsidiaries. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the CompanyHolding Company or its subsidiaries, its business and property in the event of Executive's breach of this Subsection 9(a10(a) agree that in the event of any such breach by Executive, the Bank and/or the Holding Company or its subsidiaries, will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with under the direction of Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Section 4 of this Agreement, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the CompanyHolding Company or its subsidiaries, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Holding Company or its subsidiaries from pursuing any other remedies available to the Bank and/or the Holding Company or its subsidiaries for such breach or threatened breach, including the recovery of damages from Executive. This paragraph (a) shall not apply if an termination of Executive's employment occurs in connection with a change in control of the Bank, within the meaning of the Home Owners' Loan Act and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency) thereunder.

Non-Competition. (a) Upon any termination of Executive's employment hereunder as a result of which the Association Bank is paying Executive benefits under Section 4 of this Agreement4, Executive agrees not to compete with the Bank and/or the Company for a period of one (1) year following such termination in any city, town or county in which the Bank and/or the Company has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or the Company. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the Company, its business and property in the event of Executive's breach of this Subsection 9(aSection 10(a) agree that in the event of any such breach by Executive, the Bank and/or the Company will may be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Company from pursuing any other remedies available to the Bank and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. This paragraph (a) shall not apply if an termination of Executive's employment occurs in connection with a change in control of the Bank, within the meaning of the Home Owners' Loan Act and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency) thereunder.

Non-Competition. (a) Upon any termination of Executive's employment hereunder as a result of which the Association is paying Executive benefits under pursuant to Section 4 of this Agreement, Executive agrees not to compete with the Bank and/or the Holding Company or its Subsidiaries for a period of one (1) year following such termination in any city, town or county in which the Bank and/or Executive's normal business office is located and the Holding Company or any of its Subsidiaries has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or the CompanyHolding Company or its Subsidiaries. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the CompanyHolding Company or its Subsidiaries, its business and property in the event of Executive's breach of this Subsection 9(a10(a) agree that in the event of any such breach by Executive, the Bank and/or the Holding Company or its Subsidiaries, will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with under the direction of Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Section 4 hereof, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the CompanyHolding Company or its Subsidiaries, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Holding Company or its Subsidiaries from pursuing any other remedies available to the Bank and/or the Holding Company or its Subsidiaries for such breach or threatened breach, including the recovery of damages from Executive. This paragraph (a) shall not apply if an termination of Executive's employment occurs in connection with a change in control of the Bank, within the meaning of the Home Owners' Loan Act and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency) thereunder.

Non-Competition. (a) Upon any termination Employee recognizes one of Executive's employment hereunder as a result of which the Association is paying Executive benefits under Section 4 of this Agreement, Executive agrees not to compete with the Bank and/or inducements for the Company for a period to enter into this agreement of one (1) year following such termination in any city, town employment is the understanding that the Employee will not compete or county in which the Bank and/or the Company has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve withinterfere, directly or indirectly, any entity whose business materially competes for a period of time after the termination of Employee's employment with the depository, lending or other business activities of the Bank and/or the Company. The parties heretoEmployee further recognizes and acknowledges that, recognizing that irreparable injury will result to in consideration of the Bank and/or scope of the Company, its business and property in the event of Executive's breach of this Subsection 9(a) agree that in the event of any such breach by Executive, the Bank and/or the Company will be entitled, in addition and the nature of the services Employee provides to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the Company, and that in order to protect the enforcement Company's legitimate interests, Employee's covenant not to compete must include each of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or areas where the Company from pursuing any other remedies available currently does business, which areas include Alabama, Arizona, California, District of Columbia, Florida, Georgia, Maryland, Michigan, Missouri, North Carolina, New Jersey, Nevada, Ohio, Oregon, Tennessee, Texas, Virginia and Washington (collectively, the "Territory"), to the Bank and/or extent Employee hereafter actively performs, supervises or assists in the Company's business in such areas or has material contact with customers of the Company within such areas. Employee agrees that this Agreement shall be amended by Employee and Company from time to time to reflect any changes in the Territory for which Employee shall have responsibilities. In consideration of the covenants herein, Employee agrees that for the period Employee is employed by the Company (whether during the Term or after the Term ends) and for a one-year period immediately following the termination of his employment with the Company for such breach or threatened breachany reason whatsoever, including the recovery of damages from Executive. This paragraph (a) Employee shall not apply if an termination of Executive's employment occurs in connection with a change in control of the Banknot, within the meaning Territory, in any manner, directly or indirectly or by assisting others, engage in any business which is the same or essentially the same as the business of the Home Owners' Loan Act Company, such business being the business of real estate information services, including commercial and residential real estate appraisals, home inspections, title services, flood determinations, energy audits, and related property information services as an manager or as a supervisor, administrator, executive, senior or management level employee, owner, proprietor, shareholder or consultant performing duties the Rules and Regulations promulgated same as or substantially similar to those performed by Employee hereunder; provided that Employee shall not be restricted from owning less than 3% of the Office outstanding shares of Thrift Supervision (or its predecessor agency) thereundera company whose shares are publicly traded.

Non-Competition. (a) Upon any termination Executive recognizes that Executive’s duties will entail the receipt of Executive's employment hereunder Trade Secrets and Confidential Information as defined in this Section 6. Those Trade Secrets and Confidential Information have been developed by the Company at substantial cost and constitute valuable and unique property of the Company. Accordingly, the Executive acknowledges that protection of Trade Secrets and Confidential Information is a result of which the Association is paying Executive benefits under Section 4 of this Agreement, legitimate business interest. Executive agrees not to compete with the Bank and/or Company during the Company Employment Term and for a reasonable and limited period thereafter. Therefore, during the Employment Term and for a period of one (1) year following such termination in any citytwo years thereafter, town or county in which the Bank and/or the Company has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for have an investment of $100,000.00 or advisemore in a Competing Business (as defined herein) and shall not render personal services to any such Competing Business in any manner, consult including, without limitation, as owner, partner, director, trustee, officer, employee, consultant or otherwise serve withadvisor thereof. If the Executive shall breach the covenants contained in this Non-Competition provision, directly the Company shall have no further obligation to make any payment to the Executive pursuant to this Agreement and may recover from the Executive all such damages as it may be entitled to at law or indirectlyin equity. In addition, the Executive acknowledges that any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or such breach is likely to result in irreparable harm to the Company. The parties heretoCompany shall be entitled to specific performance of the covenants in this Section 6, recognizing that irreparable injury will result to the Bank and/or the Companyincluding entry of a temporary restraining order in state or federal court, its business preliminary and property permanent injunctive relief against activities in the event of Executive's breach violation of this Subsection 9(a) agree that in the event of any such breach by ExecutiveSection 6, the Bank and/or the Company will be entitledor both, or other appropriate judicial remedy, writ or order, in addition to any other remedies damages and damages available, legal expenses which the Company may be legally entitled to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executiverecover. Executive represents acknowledges and admits agrees that the covenants in this Section 6 shall be construed as agreements independent of any other provision of this Agreement or any other agreement between the Company and Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the Company, and that the existence of any claim or cause of action by Executive against the Company, whether predicated upon this Agreement or any other agreement, shall not constitute a defense to the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Company from pursuing any other remedies available to the Bank and/or the Company for of such breach or threatened breach, including the recovery covenants. The provisions of damages from Executive. This paragraph this subsection (ad) shall not apply be applicable to Executive if an termination of Executive's Executive is terminated from employment occurs in connection with a change in control of without Cause or the Bank, within the meaning of the Home Owners' Loan Act and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency) thereunder.Executive resigns from employment for Good Reason

Non-Competition. (a) Upon any termination of Executive's ’s employment hereunder hereunder, other than a termination (whether voluntary or involuntary) following a Change in Control, as a result of which the Association Company is paying Executive benefits under Section 4 6 of this Agreement, Executive agrees not to compete with the Bank and/or the Company for a period of one (1) year following such termination in within twenty-five (25) miles of any city, town existing branch of the Bank or county in any subsidiary of the Company or within twenty-five (25) miles of any office for which the Bank and/or Bank, the Company has an office or a Bank subsidiary of the Company has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said area, cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or the Company. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the Company, its business and property in the event of Executive's ’s breach of this Subsection 9(aSection 11(a) agree that in the event of any such breach by Executive, the Bank and/or the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's ’s partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that Executive's ’s experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Company from pursuing any other remedies available to the Bank and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. This paragraph (a) shall not apply if an termination of Executive's employment occurs in connection with a change in control of the Bank, within the meaning of the Home Owners' Loan Act and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency) thereunder.

Non-Competition. (a) Upon any termination The Firm recognizes that his duties will entail the receipt of Executive's employment hereunder Trade Secrets and Confidential Information as defined in this Section 6. Those Trade Secrets and Confidential Information have been developed by the Company at substantial cost and constitute valuable and unique property of the Company. Accordingly, the Firm acknowledges that protection of Trade Secrets and Confidential Information is a result of which the Association is paying Executive benefits under Section 4 of this Agreement, Executive legitimate business interest. The Firm agrees not to compete with the Bank and/or Company during the Employment Term and for a reasonable and limited period thereafter. Therefore, during the Employment Term and during the applicable Continuation Period thereafter (or, in the event of as termination for Cause by the Company for or without Good Reason by the Firm, a period of one two (12) year years following the Termination Date), the Firm shall not have an investment of $100,000.00 or more in a Competing Business (as defined herein) and shall not render legal services to any such termination Competing Business in any citymanner, town including, without limitation, as owner, partner, director, trustee, officer, employee, consultant or county advisor thereof. If the Firm shall breach the covenants contained in which the Bank and/or this Non-Competition provision, the Company has an office or has filed an application for regulatory approval shall have no further obligation to establish an office, determined as of make any payment to the effective date of such termination, except as agreed to Firm pursuant to a resolution duly adopted by this Agreement and may recover from the BoardFirm all such damages as it may be entitled to at law or in equity. Executive agrees In addition, the Firm acknowledges that during any such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or breach is likely to result in irreparable harm to the Company. The parties heretoCompany shall be entitled to specific performance of the covenants in this Section 6, recognizing that irreparable injury will result to the Bank and/or the Companyincluding entry of a temporary restraining order in state or federal court, its business preliminary and property permanent injunctive relief against activities in the event of Executive's breach violation of this Subsection 9(a) agree that in the event of any such breach by ExecutiveSection 6, the Bank and/or the Company will be entitledor both, or other appropriate judicial remedy, writ or order, in addition to any damages and legal expenses which the Company may be legally entitled to recover. The Firm acknowledges and agrees that the covenants in this Section 6 shall be construed as agreements independent of any other remedies provision of this Agreement or any other agreement between the Company and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the CompanyFirm, and that the existence of any claim or cause of action by the Firm against the Company, whether predicated upon this Agreement or any other agreement, shall not constitute a defense to the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Company from pursuing any other remedies available to the Bank and/or the Company for of such breach or threatened breach, including the recovery covenants. The provisions of damages from Executive. This paragraph this subsection (ad) shall not apply be applicable to the Firm if an termination of Executive's employment occurs in connection with a change in control (i) the Firm is terminated from the Engagement without Cause, (ii) the Firm resigns from the Engagement for Good Reason, or (iii) the Company elects not to renew the Firm’s the Engagement following the end of the BankTerm with compensation and benefits not materially less advantageous to the Firm than those set forth in this Agreement, within but the meaning Firm is willing and able to enter into a renewal of this Agreement with compensation and benefits not materially less advantageous to the Home Owners' Loan Act and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency) thereunderFirm than those set forth in this Agreement.

Non-Competition. (a) Upon any termination of Executive's employment hereunder hereunder, other than a termination, (whether voluntary or involuntary) in connection with a Change in Control, as a result of which the Association is paying Executive benefits under Section 4 of this Agreement, Executive agrees not to compete with the Bank Association and/or the Company for a period of one (1) year following such termination in within twenty-five (25) miles of any city, town existing branch of the Association or county in any subsidiary of the Company or within twenty-five (25) miles of any office for which the Bank and/or Association, the Company has an office or a bank subsidiary of the Company has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said area, cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank Association and/or the Company. The parties hereto, recognizing that irreparable injury will result to the Bank Association and/or the Company, its business and property in the event of Executive's breach of this Subsection 9(a) agree that in the event of any such breach by Executive, the Bank Association and/or the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank Association and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank Association and/or the Company from pursuing any other remedies available to the Bank Association and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. This paragraph (a) shall not apply if an termination of Executive's employment occurs in connection with a change in control of the Bank, within the meaning of the Home Owners' Loan Act and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency) thereunder.

Non-Competition. (a) Upon any termination of Executive's employment hereunder hereunder, other than a termination, (whether voluntary or involuntary) in connection with a Change in Control, as a result of which the Association is paying Executive benefits under Section 4 6 of this Agreement, Executive agrees not to compete with the Bank Association and/or the Company for a period of one four (14) year months following such termination in within twenty-five (25) miles of any city, town existing branch of the Association or county in any subsidiary of the Company or within twenty-five (25) miles of any office for which the Bank and/or Association, the Company has an office or a subsidiary of the Company or the Association has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said area, cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank Association and/or the Company or subsidiary of the Association or Company. The parties hereto, recognizing that irreparable injury will result to the Bank Association and/or the Company, its business and property in the event of Executive's breach of this Subsection 9(a13(a) agree that in the event of any such breach by Executive, the Bank Association and/or the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank Association and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank Association and/or the Company from pursuing any other remedies available to the Bank Association and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. This paragraph (a) shall not apply if an termination of Executive's employment occurs in connection with a change in control of the Bank, within the meaning of the Home Owners' Loan Act and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency) thereunder.

Non-Competition. (a) Upon any termination of Executive's employment hereunder as a result of which For the Association is paying Executive benefits under Section 4 period beginning with the execution of this AgreementNon-Competition Agreement and ending one year following the effective date of the Merger, Executive Reinemeyer hereby agrees not to compete with the Bank and/or the Company for a period of one (1) year following such termination UBI or its Affiliates in any city, town or county in which the Bank and/or the Company UBI or its Affiliates has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such terminationthe Merger, except as agreed to pursuant to a resolution duly adopted by the BoardBoard of Directors of UBI. Executive Reinemeyer agrees that during such period and within said cities, towns and counties, Executive Reinemeyer shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business banking activities of the Bank and/or the CompanyUBI or its Affiliates. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the CompanyUBI or its Affiliates, its business and property in the event of ExecutiveReinemeyer's breach of this Subsection 9(a) Non-Competition Agreement agree that in the event of any such breach by ExecutiveReinemeyer, the Bank and/or the Company UBI or its Affiliates, will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by ExecutiveReinemeyer, ExecutiveReinemeyer's partners, agents, servants, employers, employees and all persons acting for or with Executiveunder the direction of Reinemeyer. Executive Reinemeyer hereby represents and admits that Executive's his experience and capabilities are such that Executive he can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or depository, lending or other banking activities of UBI or its Affiliates, it being understood that the Companysale of real estate or travel agency services would not be deemed employment that would be in competition with the depository, lending or other banking activities of UBI or its Affiliates, and that the enforcement of a remedy by way of injunction will not prevent Executive Reinemeyer from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Company UBI or its Affiliates from pursuing any other remedies available to the Bank and/or the Company UBI or its Affiliates for such breach or threatened breach, including the recovery of damages from Executive. This paragraph (a) shall not apply if an termination of Executive's employment occurs in connection with a change in control of the Bank, within the meaning of the Home Owners' Loan Act and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency) thereunderReinemeyer.

Non-Competition. (a) Upon any termination of Executive's employment hereunder hereunder, other than a termination, (whether voluntary or involuntary) in connection with a Change in Control, as a result of which the Association is paying Executive benefits under Section 4 6 of this Agreement, Executive agrees not to compete with the Bank Association and/or the Company for a period of one (1) year following such termination in within twenty-five (25) miles of any city, town existing branch of the 7 Association or county in any subsidiary of the Company or within twenty-five (25) miles of any office for which the Bank and/or Association, the Company has an office or a Association subsidiary of the Company has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said area, cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank Association and/or the Company. The parties hereto, recognizing that irreparable injury will result to the Bank Association and/or the Company, its business and property in the event of Executive's breach of this Subsection 9(a11(a) agree that in the event of any such breach by Executive, the Bank Association and/or the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank Association and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank Association and/or the Company from pursuing any other remedies available to the Bank Association and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. This paragraph (a) shall not apply if an termination of Executive's employment occurs in connection with a change in control of the Bank, within the meaning of the Home Owners' Loan Act and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency) thereunder.

Non-Competition. (a) Upon any termination of Executive's employment hereunder hereunder, other than a termination (whether by resignation, voluntary or involuntary) in connection with a Change in Control, as a result of which the Association Bank is paying Executive benefits under Section 4 0 of this Agreement, Executive agrees not to compete with the Bank and/or the Company for a period of one (1) year following such termination in within twenty-five (25) miles of any city, town existing branch of the Bank or county in any subsidiary of the Company or within twenty-five (25) miles of any office for which the Bank and/or Bank, the Company has an office or a Bank subsidiary of the Company has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said area, cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or the Company. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the Company, its business and property in the event of Executive's breach of this Subsection 9(a11(a) agree that in the event of any such breach by Executive, the Bank and/or the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Company from pursuing any other remedies available to the Bank and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. This paragraph (a) shall not apply if an termination of Executive's employment occurs in connection with a change in control of the Bank, within the meaning of the Home Owners' Loan Act and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency) thereunder.

Non-Competition. (a) Upon any termination of Executive's employment hereunder hereunder, other than a termination (whether voluntary or involuntary) following a Change in Control), as a result of which the Association Company is paying Executive benefits under Section 4 6 of this Agreement, Executive agrees not to compete with the Bank and/or the Company for a period of one (1) year following such termination in within twenty-five (25) miles of any city, town existing branch of the Bank or county in any subsidiary of the Company or within twenty-five (25) miles of any office for which the Bank and/or Bank, the Company has an office or a Bank subsidiary of the Company has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said area, cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or the Company. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the Company, its business and property in the event of Executive's breach of this Subsection 9(a12(a) agree that in the event of any such breach by Executive, the Bank and/or the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Company from pursuing any other remedies available to the Bank and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. This paragraph (a) shall not apply if an termination of Executive's employment occurs in connection with a change in control of the Bank, within the meaning of the Home Owners' Loan Act and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency) thereunder.

Non-Competition. (a) Upon any termination of the Executive's employment hereunder as a result of which the Association Bank is paying the Executive benefits under Section 4 4, other than a termination coincident to or following a Change in Control of this Agreementthe Bank or the Company within the meaning of the Home Owners' Loan Act, as amended ("HOLA"), the Executive agrees not to compete with the Bank and/or the Company for a period of one (1) year following such termination in any city, town or county in which the Bank and/or the Company has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. The Executive agrees that during such period and within said cities, towns and counties, the Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or the Company. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the Company, its business and property in the event of the Executive's breach of this Subsection Section 9(a) agree that in the event of any such breach by the Executive, the Bank and/or the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by the Executive, the Executive's partners, agents, servants, employers, employees and all persons acting for or with the Executive. The Executive represents and admits that the Executive's experience and capabilities are such that the Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent the Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Company from pursuing any other remedies available to the Bank and/or the Company for such breach or threatened breach, including the recovery of damages from the Executive. This paragraph (a) shall not apply if an termination of Executive's employment occurs in connection with a change in control of the Bank, within the meaning of the Home Owners' Loan Act and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency) thereunder.

Non-Competition. (a) Upon any termination of Executive's employment hereunder as a result of which the Association Bank is paying Executive benefits under Section 4 of this Agreement4, Executive agrees not to compete with the Bank and/or the Company for a period of one (1) year following such termination in any city, town or county in which the Bank and/or the Company has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or the Company. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the Company, its business and property in the event of Executive's breach of this Subsection 9(a) agree that in the event of any such breach by Executive, the Bank and/or the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Company from pursuing any other remedies available to the Bank and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. This paragraph (a) shall not apply if an termination of Executive's employment occurs in connection with a change in control of the Bank, within the meaning of the Home Owners' Loan Act and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency) thereunder.

Non-Competition. (a) Upon any termination of Executive's ’s employment hereunder hereunder, other than a termination (whether by resignation, voluntary or involuntary) in connection with a Change in Control, as a result of which the Association Bank is paying Executive benefits under Section 4 0 of this Agreement, Executive agrees not to compete with the Bank and/or the Company for a period of one (1) year following such termination in within twenty-five (25) miles of any city, town existing branch of the Bank or county in any subsidiary of the Company or within twenty-five (25) miles of any office for which the Bank and/or Bank, the Company has an office or a Bank subsidiary of the Company has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said area, cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or the Company. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the Company, its business and property in the event of Executive's ’s breach of this Subsection 9(a11(a) agree that in the event of any such breach by Executive, the Bank and/or the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's ’s partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that Executive's ’s experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Company from pursuing any other remedies available to the Bank and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. This paragraph (a) shall not apply if an termination of Executive's employment occurs in connection with a change in control of the Bank, within the meaning of the Home Owners' Loan Act and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency) thereunder.

Non-Competition. (a) Upon any termination of Executive's employment hereunder as a result of which the Association is paying Executive benefits under pursuant to Section 4 of this Agreementhereof, Executive agrees not to compete with the Bank and/or the Holding Company or its Subsidiaries for a period of one (1) year following such termination in any city, town or county in which the Bank and/or Executive's normal business office is located and the Holding Company or any of its Subsidiaries has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or the CompanyHolding Company or its Subsidiaries. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the CompanyHolding Company or its Subsidiaries, its business and property in the event of Executive's breach of this Subsection 9(a10(a) agree that in the event of any such breach by Executive, the Bank and/or the Holding Company or its Subsidiaries, will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with under the direction of Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Section 7 hereof, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the CompanyHolding Company or its Subsidiaries, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. In addition, Executive shall not, for a period of one year after the termination of this Agreement, engage any person employed by the Holding Company or its subsidiaries in an employment or contractual relationship with Executive, Executive's own employer or any other business concern without the written permission of the Chief Executive Officer of the Holding Company. Notwithstanding the foregoing, the Executive's obligations under this subsection 10(a) shall terminate upon the occurrence of either of the following events: (i) a Change in Control or (ii) an Event of Termination. Nothing herein will be construed as prohibiting the Bank and/or the Holding Company or its Subsidiaries from pursuing any other remedies available to the Bank and/or the Holding Company or its Subsidiaries for such breach or threatened breach, including the recovery of damages from Executive. This paragraph (a) shall not apply if an termination of Executive's employment occurs in connection with a change in control of the Bank, within the meaning of the Home Owners' Loan Act and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency) thereunder.

Non-Competition. (a) Upon any termination of Executive's employment hereunder as a result of which the Association is paying Executive benefits under Section 4 Sections 4(a)(i) or (ii) of this Agreement, Executive agrees not to compete with the Bank and/or the Company for a period of one (1) year following such termination in any city, town or county in which the Bank and/or the Company has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or the Company. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the Company, its business and property in the event of Executive's breach of this Subsection 9(a) agree that in the event of any such breach by Executive, the Bank and/or the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Company from pursuing any other remedies available to the Bank and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. This paragraph (a) shall not apply if an termination of Executive's employment occurs in connection with a change in control of the Bank, within the meaning of the Home Owners' Loan Act and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency) thereunder.

Non-Competition. (a) Upon any termination of ExecutiveEXECUTIVE's employment hereunder pursuant to an Event of Termination as a result of which the Association is paying Executive benefits under provided in Section 4 of this Agreementhereof, Executive EXECUTIVE agrees not to compete with the Bank BANK and/or the Company COMPANY for the lesser of (i) the remaining term of the Agreement or (ii) a period of one (1) year following such termination in any city, town or county in which the Bank BANK and/or the Company COMPANY has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive EXECUTIVE agrees that during such period and within said cities, towns and counties, Executive EXECUTIVE shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank BANK and/or the CompanyCOMPANY. The parties hereto, recognizing that irreparable injury will result to the Bank BANK and/or the CompanyCOMPANY, its business and property in the event of ExecutiveEXECUTIVE's breach of this Subsection 9(a11(a) agree that in the event of any such breach by ExecutiveEXECUTIVE, the Bank BANK and/or the Company COMPANY will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by ExecutiveEXECUTIVE, ExecutiveEXECUTIVE's partners, agents, servants, employers, employees and all persons acting for or with ExecutiveEXECUTIVE. Executive EXECUTIVE represents and admits that Executivethat, in the event of the termination of his employment pursuant to Section 4 hereof, EXECUTIVE's experience and capabilities are such that Executive EXECUTIVE can obtain employment in a business engaged in other lines and/or of a different nature than the Bank BANK and/or the CompanyCOMPANY, and that the enforcement of a remedy by way of injunction will not prevent Executive EXECUTIVE from earning a livelihood. Nothing herein will be construed as prohibiting the Bank BANK and/or the Company COMPANY from pursuing any other remedies available to the Bank BANK and/or the Company COMPANY for such breach or threatened breach, including the recovery of damages from Executive. This paragraph (a) shall not apply if an termination of Executive's employment occurs in connection with a change in control of the Bank, within the meaning of the Home Owners' Loan Act and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency) thereunderEXECUTIVE.

Non-Competition. (a) Upon any termination of Executive's employment hereunder as a result of which the Association is paying Executive benefits under pursuant to Section 4 of this Agreement, Executive agrees not to compete with the Bank and/or the Holding Company or its Subsidiaries for a period of one (1) year following such termination in any city, town or county in which Executive's normal business office is located and the Bank and/or the Holding Company or any of its Subsidiaries has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or the CompanyHolding Company or its Subsidiaries. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the CompanyHolding Company or its Subsidiaries, its business and property in the event of Executive's breach of this Subsection 9(a10(a) agree that in the event of any such breach by Executive, the Bank and/or the Holding Company or its Subsidiaries, will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with under the direction of Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Section 4 of this Agreement, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the CompanyHolding Company or its Subsidiaries, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Holding Company or its Subsidiaries from pursuing any other remedies available to the Bank and/or the Holding Company or its Subsidiaries for such breach or threatened breach, including the recovery of damages from Executive. This paragraph (a) shall not apply if an termination of Executive's employment occurs in connection with a change in control of the Bank, within the meaning of the Home Owners' Loan Act and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency) thereunder.

Non-Competition. (a) Upon any termination of Executive's employment hereunder as a result of which the Association is paying Executive benefits under pursuant to Section 4 of this Agreementhereof, Executive agrees not to compete with the Bank and/or the Holding Company or its Subsidiaries for a period of one (1) year following such termination in any city, town or county in which the Bank and/or Executive's normal business office is located and the Holding Company or any of its Subsidiaries has an office or has filed an application for regulatory approval to establish an officeoffice and any county adjacent to such city, town or county, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or the CompanyHolding Company or its Subsidiaries. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the CompanyHolding Company or its Subsidiaries, its business and property in the event of Executive's breach of this Subsection 9(a10(a) agree that in the event of any such breach by Executive, the Bank and/or the Holding Company or its Subsidiaries will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with under the direction of Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Section 7 hereof, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the CompanyHolding Company or its Subsidiaries, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Holding Company or its Subsidiaries from pursuing any other remedies available to the Bank and/or the Holding Company or its Subsidiaries for such breach or threatened breach, including the recovery of damages from Executive. This paragraph (a) shall not apply if an termination of Executive's employment occurs in connection with a change in control of the Bank, within the meaning of the Home Owners' Loan Act and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency) thereunder.