Common use of Non-Competition Clause in Contracts

Non-Competition. Executive hereby acknowledges and agrees that, during the course of employment, in addition to Executive’s access to Confidential Information, Executive has become, and will become, familiar with and involved in all aspects of the business and operations of the Bank Entities. Executive hereby covenants and agrees that during the Term until the later to occur of the date one (1) year after the Termination Date, or the Expiration Date (the “Restricted Period”), Executive will not at any time (except for the Bank Entities), directly or indirectly, in any capacity (whether as a proprietor, owner, agent, officer, director, shareholder, organizer, partner, principal, manager, member, employee, contractor, consultant or otherwise): (a) provide any advice, assistance or services of the kind or nature which he provided to any of the Bank Entities or relating to business activities of the type engaged in by any of the Bank Entities within the preceding two years, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either case, a “Competitor”) if (i) such Competitor operates, or is planning to operate, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities and (ii) such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities during the Restricted Period; or (b) sell or solicit sales of Competitive Products to Persons within such 50 mile radius, or assist any Competitor in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 does not restrict Executive’s right to (i) own securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) of the outstanding securities of such company and that such ownership does not does not violate: (A) the Code of Conduct or any other policy of the Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete Agreement as of even date herewith (the “Non-Compete”).

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

Non-Competition. Executive hereby acknowledges During the Employment Period and agrees that, during the course for an additional period of employment, in addition to Executive’s access to Confidential Information, Executive has become, and will become, familiar with and involved in all aspects of the business and operations of the Bank Entities. Executive hereby covenants and agrees that during the Term until the later to occur of the date one (1) year after following the Termination Date, termination of his employment by the Company for Cause ( as described in Section 5a above) or the Expiration Date voluntary termination of employment by the Executive (as described in Section 5c above) (the “Restricted PeriodNoncompetition Term”), Executive will agrees not at any time (except for the Bank Entities)to, directly or indirectly, in either through any capacity (whether form of ownership or as a proprietoran individual, ownerdirector, officer, principal, agent, officeremployee, directoremployer, adviser, consultant, shareholder, organizer, partner, principalmember or in any other individual or representative capacity whatsoever, managereither for his own benefit or for the benefit of any person or entity, member, employee, contractor, consultant or otherwise): (a) provide any advice, assistance or services without the prior written consent of the kind Company (which consent may be withheld in its sole discretion), engage in any manner in the Business (as defined below) in the metropolitan areas of Houston, A▇▇▇▇▇, ▇▇▇▇▇▇ or nature San Antonio, Texas or any other metropolitan area in the United States where the Company owns or leases more than $10 million in gross asset value of assets as of the date of this Agreement or as of the date of termination. For purposes of this Section 9, “Business” means the acquisition, development, management, ownership, leasing and/or disposition of retail shopping centers and/or any capital raising activities related thereto. Executive understands and agrees that his covenants contained in this Section 9 are being given in consideration of the numerous mutual promises and agreements contained in this Agreement between the Company and Executive, including, without limitation, those involving, employment, compensation, and Confidential Information, and in order to protect the Company’s Confidential Information and other legitimate business interests and to reduce the likelihood of irreparable damage which he would occur in the event such information is provided to or used by a competitor of the Company. Notwithstanding the foregoing, Executive shall not be deemed to have violated this Section 9 solely by reason of his passive ownership of 10% or less of the outstanding equity interests of any public entity. Executive hereby acknowledges that the geographic boundaries, scope of prohibited activities and the time duration of the provisions of this Section 9 are reasonable and are no broader than are necessary to protect the legitimate business interests of the Company. This noncompetition provision can only be revoked or modified by a writing signed by both Executive and the Chief Executive Officer of the Company, as approved by the Board, which specifically states an intent to revoke or modify this provision. Executive acknowledges that the Company would not employ him or provide him with access to its Confidential Information but for his covenants or promises contained in this Section. The Company and Executive agree and stipulate that the agreements and covenants not to compete contained in this Section 9 hereof are fair and reasonable in light of all of the facts and circumstances of the relationship between Executive and the Company; provided however, Executive and the Company are aware that in certain circumstances courts have refused to enforce certain terms of agreements not to compete. Therefore, in furtherance of, and not in derogation of the provisions of this Section 9, the Company and Executive agree that in the event a court should decline to enforce any terms of any of the Bank Entities or relating to business activities provisions of the type engaged in by any of the Bank Entities within the preceding two yearsthis Section 9, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either case, a “Competitor”) if (i) such Competitor operates, or is planning to operate, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities and (ii) such Branch competes or will compete with the products or services offered or planned this Section 9 shall be deemed to be offered by the Bank Entities during the Restricted Period; or (b) sell modified or solicit sales of Competitive Products reformed to Persons within such 50 mile radius, or assist any Competitor in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 does not restrict Executive’s right competition with the Company to (i) own securities the maximum extent, as to time, geography and business scope, which the court shall find enforceable; provided however, in no event shall the provisions of this Section 9 be deemed to be more restrictive to Executive than those contained herein. Executive agrees that during the Noncompetition Term, he shall immediately notify the Company in writing of any Entity that files periodic reports employment, work or business he undertakes with the Securities and Exchange Commission under Section 13 or 15(don behalf of any person (including himself) of the Securities Exchange Act of 1934or entity, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) of the outstanding securities of such company and that such ownership does whether or not does not violate: (A) the Code of Conduct or any other policy of the Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete Agreement as of even date herewith (the “Non-Compete”)for compensation.

Non-Competition. Executive hereby Employee acknowledges that his services to be rendered hereunder are of a special and agrees thatunusual character which have a unique value to Company, during the course loss of employment, which cannot adequately be compensated by damages in addition an action at law. In view of the unique value to Executive’s access to Confidential Information, Executive Company of the services of Employee for which Company has becomecontracted hereunder, and will become, familiar with and involved in all aspects because of the business confidential information to be obtained by or disclosed to Employee, and operations of as a material inducement to Company to enter into this Agreement, and to pay to Employee the Bank Entities. Executive hereby compensation referred to in Section 1.4 hereof, Employee covenants and agrees that during the Term until the later to occur Employee's employment hereunder and for a period of the date one (1) year after the Termination Datehe ceases to be employed by Company, Employee shall not (a) directly or indirectly, solicit business from, divert business from, or attempt to convert to other methods of using the Expiration Date same or similar products or services as provided by Company, any client, account or location of Company with which Employee has had any contact as a result of his employment by Company hereunder; (the “Restricted Period”), Executive will not at any time (except for the Bank Entities)b) engage in or carry on, directly or indirectly, in any capacity (whether either for himself, as a proprietor, owner, agent, officer, director, shareholder, organizer, partner, principal, manager, member, employee, contractor, consultant or otherwise): (a) provide any advice, assistance or services member of the kind or nature which he provided to any of the Bank Entities or relating to business activities of the type engaged in by any of the Bank Entities within the preceding two years, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either case, a “Competitor”) if (i) such Competitor operatespartnership, or is planning to operate, any office, branch as a stockholder (except as limited partner or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius stockholder of the Bank’s headquarters or any Branch of the Bank Entities and (ii) such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities during the Restricted Period; or (b) sell or solicit sales of Competitive Products to Persons within such 50 mile radius, or assist any Competitor in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 does not restrict Executive’s right to (i) own securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two one percent (21%) of the issued and outstanding securities limited partnership interests or stock of such company and a publicly held partnership or corporation whose gross assets exceed $l,000,000), as an investor, lender, guarantor, landlord, manager, officer, or director of any person, partnership, corporation, or other entity (other than the Company or its subsidiaries), or as an employee, agent, associate, broker, or consultant of any person, partnership, corporation, or other entity (other than the Company or its subsidiaries), any business that such ownership does not does not violate: (A) the Code of Conduct or competes with any other policy operations of the BankCompany within an one hundred (100)-mile radius of any geographic area where Company is actually engaged in business, including any policy related to inside information; (B) any applicable securities lawor maintains sales or service representatives or employees; or (Cc) directly or indirectly, solicit for employment or employ any applicable standstill or other similar contractual employee of Company. Employee may elect, by providing written notice to the Company, to shorten the term of this non-compete to six (6) months, provided, however, in that event, the Company's obligation of to pay severance pay to the Bank. The parties have also entered into that certain Non-Compete Agreement as of even date herewith Employee pursuant to Section 1.5.2 shall be reduced to an amount equal to six (the “Non-Compete”)6) months base pay.

Non-Competition. By and in consideration of the Company’s entering into this Employment Agreement and the payments to be made and benefits to be provided by the Company hereunder, and in further consideration of the Executive’s exposure to the Confidential Information of the Company and its affiliates, the Executive hereby acknowledges and agrees thatthat the Executive shall not, during the course of employment, in addition to Executive’s access to Confidential Information, Executive has become, and will become, familiar employment with and involved in all aspects of the business and operations of the Bank Entities. Executive hereby covenants and agrees that Company (whether during the Term until the later to occur or thereafter) and for a period of the date one twelve (112) year after the Termination Date, or the Expiration Date months thereafter (the “Restricted Restriction Period”), Executive will not at any time (except for the Bank Entities), directly or indirectly, own, manage, operate, join, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any capacity (whether manner with, including, without limitation, holding any position as a proprietorstockholder, owner, agentdirector, officer, directorconsultant, shareholderindependent contractor, organizeremployee, partner, principalor investor in, managerany Restricted Enterprise (as defined below); provided, member, employee, contractor, consultant that in no event shall ownership of one percent (1%) or otherwise): (a) provide any advice, assistance or services less of the kind or nature which he provided to any of the Bank Entities or relating to business activities of the type engaged in by any of the Bank Entities within the preceding two years, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either case, a “Competitor”) if (i) such Competitor operates, or is planning to operate, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities and (ii) such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities during the Restricted Period; or (b) sell or solicit sales of Competitive Products to Persons within such 50 mile radius, or assist any Competitor in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 does not restrict Executive’s right to (i) own outstanding securities of any Entity that files periodic reports with the Securities and Exchange Commission class of any issuer whose securities are registered under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided , standing alone, be prohibited by this Section 4.2, so long as the Executive does not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a stockholder thereof. For purposes of this paragraph, “Restricted Enterprise” shall mean any Person that is actively engaged in any business which is either (i) in competition with the business of the Company or any of its Subsidiaries conducted during the preceding twelve (12) months (or following the Executive’s total ownership constitutes less than two percent termination of employment, the twelve (2%12) months preceding the date of termination of the outstanding securities of such company and that such ownership does not does not violate: Executive’s employment with the Company) or (Aii) proposed to be conducted by the Code of Conduct Company or any other policy of its Subsidiaries in the Company’s business plan as in effect at that time (or following the Executive’s termination of employment, the business plan as in effect as of the Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation date of termination of the BankExecutive’s employment with the Company); provided, that (x) with respect to any Person that is actively engaged in the refinery business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its refinery business and (y) with respect to any Person that is actively engaged in the fertilizer business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its fertilizer business. The parties have also entered into During the Restriction Period, upon request of the Company, the Executive shall notify the Company of the Executive’s then-current employment status. For the avoidance of doubt, a Restricted Enterprise shall not include any Person or division thereof that certain Non-Compete Agreement as is engaged in the business of even date herewith supplying (the “Non-Compete”)but not refining) crude oil or natural gas.

Non-Competition. Executive hereby acknowledges and agrees that, during During the course Period of employment, in addition to Executive’s access to Confidential Information, Executive has becomeEmployment hereunder, and will becomein the event the Employee’s employment is terminated pursuant to subparagraphs 10.2 or 10.3 hereof, familiar with and involved in all aspects of the business and operations of the Bank Entities. Executive hereby covenants and agrees that during the Term until then for the later to occur of the date one (1) year after the Termination Date, or the Expiration Date (the “Restricted Period”), Executive will not at any time (except for the Bank Entities), directly or indirectly, in any capacity (whether as a proprietor, owner, agent, officer, director, shareholder, organizer, partner, principal, manager, member, employee, contractor, consultant or otherwise): (a) provide one year thereafter or (b) the period during which compensation or benefits are being provided pursuant to this Agreement after its termination, the Employee will not directly for himself or herself or any advicethird party, assistance become engaged in any business or activity which is directly in competition with any services of or financial products sold by, or any business or activity engaged in by, the kind Company or nature which he provided to the Bank, including, without limitation, any of the Bank Entities business or relating to business activities of the type activity engaged in by any federally or state chartered bank, savings bank, savings and loan association, trust company and/or credit union, and/or any services or financial products sold by such entities, including, without limitation, the taking and accepting of deposits, the Bank Entities within provision of trust services, the preceding two yearsmaking of loans and/or the extension of credit, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either casebrokering loans and/or leases and the provision of insurance and investment services, a “Competitor”) if (i) such Competitor operates, or is planning to operate, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) 25 mile radius of any office or facility of the Bank’s headquarters Company, the Bank or any Branch of the Bank Entities and (ii) such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities during the Restricted Period; or (b) sell or solicit sales of Competitive Products to Persons within such 50 mile radius, or assist any Competitor in such sales activitiestheir Affiliates. Notwithstanding any This provision hereof to the contrary, this Section 8.5 does shall not restrict Executive’s right to (i) own the Employee from owning or investing in publicly traded securities of financial institutions, so long as his or her aggregate holdings in any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two financial institution do not exceed ten percent (210%) of the outstanding securities capital stock of such company institution. During the Period of Employment hereunder, and that such ownership does for a period of two years thereafter no matter the reason of termination, the Employee will not does not violate: (A) solicit any person who was a customer of the Code Company or the Bank during the period of Conduct the Employee’s employment hereunder, or solicit potential customers who are or were identified through leads developed during the course of employment with the Company or the Bank, or otherwise divert or attempt to divert any existing business of the Company or the Bank within any area of 100 miles of any office or facility of the Company, the Bank or any other policy of their Affiliates. The Employee will not, either during the Period of Employment hereunder or for a period of two years thereafter directly for himself or any third party, solicit, induce, recruit or cause another person in the employment of the Bank, including the Company or any policy related of their Affiliates to inside information; (B) terminate his or her employment for the purposes of joining, associating, or becoming employed with any applicable securities law; business or (C) activity which is in competition with any applicable standstill services or other similar contractual obligation of financial products sold, or any business or activity engaged in, by Company or the Bank. The parties Employee understands that in the event of a violation of any provision of this Agreement, the Company or the Bank shall have also entered into the right to seek injunctive relief, in addition to any other existing rights provided in this Agreement or by operation of law, without the requirement of posting bond. The remedies provided in this paragraph shall be in addition to any legal or equitable remedies existing at law or provided for in any other agreement between the Employee, the Bank or the Company, and shall not be construed as a limitation upon, or as an alternative or in lieu of, any such remedies. If any provisions of this paragraph shall be determined by a court of competent jurisdiction to be unenforceable in part by reason of it being too great a period of time or covering too great a geographical area, it shall be in full force and effect as to that certain Non-Compete Agreement as period of even date herewith (time or geographical area determined to be reasonable by the “Non-Compete”)court.

Non-Competition. (a) While employed hereunder and (i) if the Executive's employment is terminated and the Executive hereby acknowledges is entitled to receive compensation and agrees thatbenefits under either Section 4.5, during the course Salary Continuation Period or (ii) if the Executives employment is otherwise terminated, for a period of employment, in addition to Executive’s access to Confidential Information, Executive has become, and will become, familiar with and involved in all aspects of the business and operations of the Bank Entities. Executive hereby covenants and agrees that during the Term until the later to occur of the date one (1) year after thereafter (such period being the Termination Date, or the Expiration Date (the “"Restricted Period”"), the Executive will not at any time (except for shall not, unless the Bank Entities)Executive receives the prior written consent of the Board of Directors, directly own a material interest in, manage, operate, join, control, lend money or indirectlyrender financial or other assistance to or participate in or be connected with, in any capacity (whether as a proprietor, owner, agent, an officer, director, shareholder, organizeremployee, partner, principal, manager, member, employee, contractorstockholder, consultant or otherwise): , (aA) provide any advice, assistance or services of the kind or nature which he provided to any of the Bank Entities or relating to business activities of the type engaged in by any of the Bank Entities within the preceding two years, to any Person who (x) that competes with the Company in investing or consulting with small and medium sized businesses in the United States with regard to change of control transactions in which the transaction utilizes employee stock ownership plans, or (y) that provides or proposes to provide services to or owns an investment in or operates a Competitive Business or proposes to make an investment in any Person that is attempting a client of the Company as of the Termination Date or to initiate which the Company has outstanding loans or acquire a Competitive Business in which the Company then has investments (in either case, a “Competitor”) if (i) such Competitor operatesincluding warrants or options), or is planning to operate, (B) any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius potential customer of the Bank’s headquarters Company with which the Company has discussed a client, loan or any Branch investment relationship within 12 months prior to, as applicable, the end of the Bank Entities and (ii) such Branch competes Executive's employment or will compete with the products or services offered or planned to be offered by the Bank Entities during the Restricted Period; orTermination Date. (b) sell or solicit sales The Executive has carefully read and considered the provisions of Competitive Products this Section 5.2 and, having done so, agrees that the restrictions set forth in this Section 5.2 (including the Restricted Period, scope of activity to Persons within such 50 mile radiusbe restrained and the geographical scope) are fair and reasonable and are reasonably required for the protection of the interests of the Company, or assist any Competitor its officers, directors, employees, creditors and shareholders. The Executive understands that the restrictions contained in such sales activities. Notwithstanding any provision hereof this Section 5.2 may limit the Executive's ability to engage in a business similar to the contraryCompany's business, this Section 8.5 does not restrict but acknowledges that the Executive will receive sufficiently high remuneration and other benefits from the Company hereunder to justify such restrictions. (c) During the Restricted Period, the Executive shall not, whether for the Executive’s right to 's own account or for the account of any other Person (excluding the Company), intentionally (i) own securities solicit, endeavor to entice or induce any employee of any Entity that files periodic reports the Company to terminate the Executive's employment with the Securities and Exchange Commission under Section 13 Company or 15(daccept employment with anyone else or (ii) interfere in a similar manner with the business of the Securities Exchange Act Company. (d) In the event that any provision of 1934this Section 5.2 relating to the Restricted Period or the areas of restriction shall be declared by a court of competent jurisdiction to exceed the maximum time period or areas such court deems reasonable and enforceable, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) the Restricted Period or areas of restriction deemed reasonable and enforceable by the outstanding securities of such company court shall become and that such ownership does not does not violate: (A) thereafter be the Code of Conduct or any other policy of the Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete Agreement as of even date herewith (the “Non-Compete”)maximum time period and/or areas.

Non-Competition. Executive hereby (a) The Company shall provide Employee access to the Confidential Information for use only during the Employment Period, and Employee acknowledges and agrees that, during that the course of employmentCompany Group will be entrusting Employee, in addition to ExecutiveEmployee’s unique and special capacity, with developing the goodwill of the Company Group, and in consideration thereof and in consideration of the access to Confidential Information, Executive has becomevoluntarily agreed to the covenants set forth in this Section. Employee further agrees and acknowledges that the limitations and restrictions set forth herein, including but not limited to geographical and will becometemporal restrictions on certain competitive activities, familiar with are reasonable and involved in all aspects not oppressive and are material and substantial parts of this Agreement intended and necessary to prevent unfair competition and to protect the Company Group’s Confidential Information and substantial and legitimate business interests and operations goodwill. (b) During the Employment Period and for a period of the Bank Entities. Executive hereby covenants and agrees that during the Term until the later to occur of the date one two (12) year after the Termination Date, or the Expiration Date years (the “Restricted Period”) following the termination of the Employment Period for any reason, Employee shall not, for whatever reason and with or without cause, either individually or in partnership or jointly or in conjunction with any other Person or Persons as principal, agent, employee, shareholder (other than holding equity interests listed on a United States stock exchange or automated quotation system that do not exceed five percent (5%) of the outstanding shares so listed), Executive will not at owner, investor, partner or in any time (except for the Bank Entities)other manner whatsoever, directly or indirectly, engage in any capacity (whether as a proprietor, owner, agent, officer, director, shareholder, organizer, partner, principal, manager, member, employee, contractor, consultant or otherwise):compete with the Business anywhere in the world. (ac) provide During the Restricted Period, Employee shall not (A) knowingly induce or attempt to induce any advice, assistance or services other Person known to Employee to be a customer of the kind Company or nature which he provided to any of the Bank Entities or relating to business activities of the type engaged in by any of the Bank Entities within the preceding two years, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business its affiliates (in either caseeach, a “CompetitorCustomer”) if to cease doing any business with the Company or its affiliates anywhere in the world or (B) solicit business involving the Business from, or provide services related to the Business to, any Customer. (d) During the Restricted Period, Employee shall not solicit the employment of any individual who is an employee of the Company or its affiliates, except that Employee shall not be precluded from soliciting the employment of, or hiring, any such individual (i) whose employment with the Company or one of its affiliates has been terminated before entering into employment discussions with such Competitor operatesSeller, or is planning to operate, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities and (ii) such Branch competes who initiates discussions with Employee regarding employment opportunities with Employee or will compete with the products (iii) responds to a general advertisement or services offered or planned to be offered by the Bank Entities during the Restricted Period; orother similarly broad form of solicitation for employees. (be) sell or solicit sales For purposes of Competitive Products to Persons within such 50 mile radius, or assist any Competitor in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 does not restrict Executive’s right to (i) own securities of any Entity that files periodic reports with 9, the Securities and Exchange Commission under Section 13 or 15(d) of following terms shall have the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) of the outstanding securities of such company and that such ownership does not does not violate: (A) the Code of Conduct or any other policy of the Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete Agreement as of even date herewith (the “Non-Compete”).following meanings:

Non-Competition. Executive hereby acknowledges and agrees that, during (a) Unless the course obligation is waived or limited by Ceridian in accordance with subsection (b) of employment, in addition to Executive’s access to Confidential Informationthis Section 6.02, Executive has become, and will become, familiar with and involved in all aspects of the business and operations of the Bank Entities. Executive hereby covenants and agrees that during the Term until the later to occur for a period of the date one (1) year after the Termination Date, or the Expiration Date (the “Restricted Period”)two years following termination of employment for any reason, Executive will not at any time (except for the Bank Entities), directly or indirectly, in any capacity (whether alone or as a proprietor, owner, agentpartner, officer, director, shareholdershareholder or employee of any other firm or entity, organizer, partner, principal, manager, member, employee, contractor, consultant engage in any commercial activity in competition with any part of Ceridian's business as conducted as of the date of such termination of employment or otherwise): with any part of Ceridian's contemplated business with respect to which Executive has Confidential Information as governed by Article V of this Agreement. For purposes of this subsection (a), "shareholder" shall not include beneficial ownership of less than five percent (5%) provide any advice, assistance or services of the kind combined voting power of all issued and outstanding voting securities of a publicly held corporation whose stock is traded on a major stock exchange. Also for purposes of this subsection (a), "Ceridian's business" shall include business conducted by Ceridian or nature its affiliates and any partnership or joint venture in which he Ceridian or its affiliates is a partner or joint venturer; provided to that, "affiliate" as used in this sentence shall not include any corporation in which Ceridian has ownership of less than fifteen percent (15%) of the Bank Entities or relating to business activities of the type engaged in by any of the Bank Entities within the preceding two years, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either case, a “Competitor”) if (i) such Competitor operates, or is planning to operate, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities and (ii) such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities during the Restricted Period; orvoting stock. (b) sell At its sole option Ceridian may, by written notice to Executive within 30 days after the effective date of termination of Executive's employment, waive or solicit sales limit the time and/or geographic area in which Executive cannot engage in competitive activity. (c) During the term of Competitive Products the non-competition obligation, prior to Persons within such 50 mile radiusaccepting employment with, or assist agreeing to provide consulting services to, any Competitor firm which offers products or services in the fields of electronics or information processing, Executive shall give 30 days prior written notice to Ceridian. Such written notice shall describe the proposed employment or consulting services and the firm to which they will be rendered. Ceridian's failure to respond or object to such sales activities. Notwithstanding notice shall not in any provision hereof way constitute acquiescence or waiver of Ceridian's rights under this Article VI. (d) During any period of non-competition pursuant to this Article VI Ceridian shall pay Executive an amount equal to the contraryusual rate of Executive's Base Salary in effect at the time of termination. There shall be credited against Ceridian's obligation to make such payments any other payments made by Ceridian to Executive pursuant to Article IV of this Agreement. In the event that Ceridian elects, pursuant to subsection (b) of this Section 8.5 does not restrict Executive’s right 6.02, to (i) own securities of waive all or any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) portion of the Securities Exchange Act of 1934non-competition obligation, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) no payment shall be required by Ceridian with respect to the portion of the outstanding securities of such company and that such ownership does not does not violate: (A) the Code of Conduct or any other policy of the Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Nonnon-Compete Agreement as of even date herewith (the “Non-Compete”)competition period which has been waived.

Non-Competition. Executive hereby Employee acknowledges that his services to be rendered hereunder are of a special and agrees thatunusual character which have a unique value to Company, during the course loss of employment, which cannot adequately be compensated by damages in addition an action at law. In view of the unique value to Executive’s access to Confidential Information, Executive Company of the services of Employee for which Company has becomecontracted hereunder, and will become, familiar with and involved in all aspects because of the business confidential information to be obtained by or disclosed to Employee, and operations of as a material inducement to Company to enter into this Agreement, and to pay to Employee the Bank Entities. Executive hereby compensation referred to in Section 1.4 hereof, Employee covenants and agrees that during the Term until the later to occur Employee's employment hereunder and for a period of the date one (1) year after the Termination Datehe ceases to be employed by Company, Employee shall not (a) directly or indirectly, solicit business from, divert business from, or attempt to convert to other methods of using the Expiration Date same or similar products or services as provided by Company, any client, account or location of Company with which Employee has had any contact as a result of his employment by Company hereunder; (the “Restricted Period”), Executive will not at any time (except for the Bank Entities)b) engage in or carry on, directly or indirectly, in any capacity (whether either for himself, as a proprietor, owner, agent, officer, director, shareholder, organizer, partner, principal, manager, member, employee, contractor, consultant or otherwise): (a) provide any advice, assistance or services member of the kind or nature which he provided to any of the Bank Entities or relating to business activities of the type engaged in by any of the Bank Entities within the preceding two years, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either case, a “Competitor”) if (i) such Competitor operatespartnership, or is planning to operate, any office, branch as a stockholder (except as limited partner or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius stockholder of the Bank’s headquarters or any Branch of the Bank Entities and (ii) such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities during the Restricted Period; or (b) sell or solicit sales of Competitive Products to Persons within such 50 mile radius, or assist any Competitor in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 does not restrict Executive’s right to (i) own securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two one percent (21%) of the issued and outstanding securities limited partnership interests or stock of a publicly held partnership or corporation whose gross assets exceed $l,000,000), as an investor, lender, guarantor, landlord, manager, officer, or director of any person, partnership, corporation, or other entity (other than the Company or its subsidiaries), or as an employee, agent, associate, broker, or consultant of any person, partnership, corporation, or other entity (other than the Company or its subsidiaries), any business (or segment of a business if such company and that such ownership does not does not violate: (A) the Code of Conduct or any other policy business operates in more than one segment of the Bankorthopedic industry) that competes with any operations of the Company, including as they exist at the time of Employee's termination, within an one hundred (100)-mile radius of any policy related to inside information; (B) any applicable securities lawgeographic area where Company is actually engaged in business, or maintains sales or service representatives or employees; or (Cc) directly or indirectly, solicit for employment or employ any applicable standstill or other similar contractual employee of Company. In the event this Agreement is terminated by the Company without cause, Employee may elect, by providing written notice to the Company, to shorten the term of this non-compete to six (6) months, provided, however, in that event, the Company's obligation of to pay severance pay to the Bank. The parties have also entered into that certain Non-Compete Agreement as of even date herewith Employee pursuant to Section 1.5.2 shall be reduced to an amount equal to six (the “Non-Compete”)6) months base pay.

Non-Competition. (a) Executive hereby acknowledges and recognizes the highly competitive nature of the business of the Company and its affiliates and accordingly agrees that, in consideration of this Agreement, the rights hereunder, and any payments hereunder, from the date hereof until the earlier of (i) the last day of the Employment Term, (ii) the last day of any Severance Period and (iii) two years following Executive's Date of Termination (the "Non- Compete Term"), Executive will not, subject to Section 3(c) hereof, directly or indirectly engage in the operation of any cable television system or any other line of business in place at the Systems as of the Date of Termination within one hundred miles of any geographic area where the Company or its affiliates operate a cable system as of the Date of Termination during the Non-Compete Term, whether such engagement is as an officer, director, proprietor, employee, partner, investor (other than as a holder of less than 1% of the outstanding capital stock of a publicly traded corporation), consultant, advisor, agent, sales representative or other participant; provided, however, that, during the course of employment, in addition to Executive’s access to Confidential Information, Executive has become, and will become, familiar with and involved in all aspects of the business and operations of the Bank Entities. Executive hereby covenants and agrees that during the Term until the later to occur of the date one (1) year after the Termination Date, or the Expiration Date (the “Restricted Period”)Non-Compete Term, Executive will not at be prohibited from engaging in any time (except for activity in which Executive may engage while employed by the Bank EntitiesCompany pursuant to the terms of the Exclusivity Agreement. Notwithstanding any provision of this Agreement to the contrary, from and after any breach by Executive of the provisions of this Section 9(a), directly or indirectlythe Company shall cease to have any obligations to make payments to Executive under this Agreement, it being understood, however, that nothing contained in this Agreement shall in any capacity (whether as a proprietor, owner, agent, officer, director, shareholder, organizer, partner, principal, manager, member, employee, contractor, consultant manner affect the obligations of Holdings to Executive under the Holdings LLC Agreement or otherwise): (a) provide any advice, assistance or services the rights of Executive under the kind or nature which he provided to any of MSCP Carry LLC Agreement and the Bank Entities or relating to business activities of the type engaged in by any of the Bank Entities within the preceding two years, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either case, a “Competitor”) if (i) such Competitor operates, or is planning to operate, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities and (ii) such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities during the Restricted Period; orTWI Carry LLC Agreement. (b) sell For a period of two years following the Date of Termination, Executive will not directly or indirectly induce any employee or client of the Company or any of its affiliates to engage in any activity in which Executive is prohibited from engaging by Section 9(a) hereof or to terminate his or her client or employment relationship, as applicable, with the Company or any of its affiliates, and will not directly or indirectly solicit sales the performance of Competitive Products services for any person who is a customer or client or former customer or client of the Company or any of its affiliates unless such person shall have ceased to Persons within such 50 mile radius, have been a customer or assist client of the Company or any Competitor of its affiliates for a period of at least six (6) months. (c) It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 does not restrict Executive’s right 9 to (i) own securities be reasonable, if a final judicial determination is made by a court of any Entity competent jurisdiction that files periodic reports with the Securities and Exchange Commission under Section 13 time or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) of the outstanding securities of such company and that such ownership does not does not violate: (A) the Code of Conduct territory or any other policy restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete Agreement as of even date herewith (the “Non-Compete”)restrictions contained herein.

Non-Competition. Executive hereby acknowledges and agrees that, during the course (a) Upon any termination of employment, in addition to Executive’s access to Confidential Informationemployment hereunder, other than a termination, (whether by resignation, voluntary or involuntary) in connection with a Change in Control, as a result of which the Bank is paying Executive benefits under Section 6 of this Agreement, Executive has become, and will become, familiar agrees not to compete with and involved in all aspects of the business and operations of the Bank Entities. Executive hereby covenants and agrees that during and/or the Term until the later to occur Company for a period of the date one (1) year after following such termination within twenty-five (25) miles of any existing branch of the Termination DateBank or any subsidiary of the Company or within twenty-five (25) miles of any office for which the Bank, the Company or a Bank subsidiary of the Expiration Date (Company has filed an application for regulatory approval to establish an office, determined as of the “Restricted Period”)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 will shall not at any time (except work for the Bank Entities)or advise, consult or otherwise serve with, directly or indirectly, in any capacity (whether as a proprietorentity whose business materially competes with the depository, owner, agent, officer, director, shareholder, organizer, partner, principal, manager, member, employee, contractor, consultant lending or otherwise): (a) provide any advice, assistance or services of the kind or nature which he provided to any of the Bank Entities or relating to other business activities of the type 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 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 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 by any other lines and/or of a different nature than the Bank Entities within and/or the preceding two yearsCompany, to any Person who owns or operates and that the enforcement of a Competitive Business or to any Person that is attempting to initiate or acquire remedy by way of injunction will not prevent Executive from earning a Competitive Business (in either case, a “Competitor”) if (i) such Competitor operates, or is planning to operate, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of livelihood. Nothing herein will be construed as prohibiting the Bank Entities and (ii) such Branch competes or will compete with and/or the products or services offered or planned Company from pursuing any other remedies available to be offered by the Bank Entities during and/or the Restricted Period; orCompany for such breach or threatened breach, including the recovery of damages from Executive. (b) sell Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the Bank. Executive will not, during or solicit sales after the term of Competitive Products his employment, disclose any knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof to Persons within such 50 mile radiusany person, firm, corporation, or assist other entity for any Competitor in reason or purpose whatsoever (except for such sales activitiesdisclosure as may be required to be provided to any federal banking agency with jurisdiction over the Bank or Executive). Notwithstanding the foregoing, Executive may disclose any provision hereof to knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the contrary, this Section 8.5 does not restrict Executive’s right to (i) own securities of any Entity that files periodic reports with the Securities business plans and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) of the outstanding securities of such company and that such ownership does not does not violate: (A) the Code of Conduct or any other policy activities of the Bank, including and Executive may disclose any policy related to inside information; (B) any applicable securities law; information regarding the Bank or (C) any applicable standstill the Company which is otherwise publicly available. In the event of a breach or other similar contractual obligation threatened breach by Executive of the Bankprovisions of this Section, the Bank will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof, or from rendering any services to any person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. The parties have also entered into that certain Non-Compete Agreement Nothing herein will be construed as prohibiting the Bank from pursuing any other remedies available to the Bank for such breach or threatened breach, including the recovery of even date herewith (the “Non-Compete”)damages from Executive.

Non-Competition. Executive hereby acknowledges and agrees that, during the course of employment, in addition to Executive’s access to Confidential Information, Executive has become, and will become, familiar with and involved in all aspects of the business and operations of the Bank Entities. Executive hereby covenants and Employee agrees that during the Term until period of Employee's employment with the later Company and for a period of 18 months from the last payment of compensation to occur of Employee by the date one (1) year after the Termination DateCompany, Employee shall not engage in or the Expiration Date (the “Restricted Period”), Executive will not at participate in any time (except for the Bank Entities)business activity that competes, directly or indirectly, with the businesses of the Company, or its subsidiaries or affiliates, provided that Employee shall not be precluded from competing with the business of the Company in any capacity (whether the event of a termination of Employee's employment as a proprietorresult of a material breach by the Company of the provisions of this Agreement or in the event that Employee's employment is terminated by the Company other than for cause. For purposes of this Section 8, ownerEmployee shall be deemed to "compete, agentdirectly or indirectly" with the businesses of the Company, or its subsidiaries or affiliates if Employee is or becomes engaged, otherwise than at the request of the Company, as an officer, directordirector or employee of, shareholder, organizer, partner, principal, manager, member, employee, contractoror is or becomes associated in a management or ownership, consultant or otherwise): (a) provide agent, capacity with, any advicecorporation, assistance partnership or other enterprise or venture the business of which includes wholesale, private label web hosting and email services in Canada or the United States, during the 18 month period immediately preceding Employee's termination. Employee shall not be deemed to "compete, directly or indirectly" with the businesses of the kind Company, or nature its subsidiaries or affiliates if he becomes associated in a management or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venture, the business of which he provided is competitive to any the Company, prior to the date that the businesses of the Bank Entities Company becomes competitive with the business of such corporation, partnership or relating other enterprise or venture. Notwithstanding anything to business activities the contrary contained herein Employee may, without being deemed to compete, directly or indirectly, with the businesses of the type engaged in by any of the Bank Entities within the preceding two years, to any Person who owns Company or operates a Competitive Business its subsidiaries or to any Person that is attempting to initiate or acquire a Competitive Business (in either case, a “Competitor”) if (i) such Competitor operates, or is planning to operate, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities and (ii) such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities during the Restricted Period; or (b) sell or solicit sales of Competitive Products to Persons within such 50 mile radius, or assist any Competitor in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 does affiliates own not restrict Executive’s right to (i) own securities more than 5% of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) class of the outstanding securities of any such company corporation listed on a national securities exchange or traded in the over-the-counter market. It is the desire and that such ownership does not does not violate: (A) the Code of Conduct or any other policy intent of the Bankparties that the provisions of this Section 8 shall be enforceable to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, including if any policy related to inside information; (B) particular portion of this Section 8 is adjudicated unenforceable in any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bankjurisdiction, such adjudication shall apply only in that particular jurisdiction in which such adjudication is made. The parties recognize that the Company will have also entered into no adequate remedy at law for the breach by Employee of the covenants provided in this Section 8, and, in the event of such breach, the Company and Employee hereby agree that certain Non-Compete Agreement as the Company will be entitled to an injunction, a decree of even date herewith (the “Non-Compete”)specific performance, mandamus or other appropriate remedy to enforce such covenants.

Non-Competition. Executive hereby acknowledges and agrees that, during the course (a) Upon any termination of employment, in addition to Executive’s access to Confidential Informationemployment hereunder, other than a termination (whether voluntary or involuntary) following a Change in Control), as a result of which the Company is paying Executive benefits under Section 6 of this Agreement, Executive has become, and will become, familiar agrees not to compete with and involved in all aspects of the business and operations of the Bank Entities. Executive hereby covenants and agrees that during and/or the Term until the later to occur Company for a period of the date one (1) year after following such termination within twenty-five (25) miles of any existing branch of the Termination DateBank or any subsidiary of the Company or within twenty-five (25) miles of any office for which the Bank, the Company or a Bank subsidiary of the Expiration Date (Company has filed an application for regulatory approval to establish an office, determined as of the “Restricted Period”)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 will shall not at any time (except work for the Bank Entities)or advise, consult or otherwise serve with, directly or indirectly, in any capacity (whether as a proprietorentity whose business materially competes with the depository, owner, agent, officer, director, shareholder, organizer, partner, principal, manager, member, employee, contractor, consultant lending or otherwise): (a) provide any advice, assistance or services of the kind or nature which he provided to any of the Bank Entities or relating to other business activities of the type 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 12(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 by any other lines and/or of a different nature than the Bank Entities within and/or the preceding two yearsCompany, to any Person who owns or operates and that the enforcement of a Competitive Business or to any Person that is attempting to initiate or acquire remedy by way of injunction will not prevent Executive from earning a Competitive Business (in either case, a “Competitor”) if (i) such Competitor operates, or is planning to operate, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of livelihood. Nothing herein will be construed as prohibiting the Bank Entities and (ii) such Branch competes or will compete with and/or the products or services offered or planned Company from pursuing any other remedies available to be offered by the Bank Entities during and/or the Restricted Period; orCompany for such breach or threatened breach, including the recovery of damages from Executive. (b) sell Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Company and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the Company. Executive will not, during or solicit sales after the term of Competitive Products his employment, disclose any knowledge of the past, present, planned or considered business activities of the Company or affiliates thereof to Persons within such 50 mile radiusany person, firm, corporation, or assist other entity for any Competitor in reason or purpose whatsoever (except for such sales activitiesdisclosure as may be required to be provided to any federal banking agency with jurisdiction over the Company or Executive). Notwithstanding the foregoing, Executive may disclose any provision hereof knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Company, and Executive may disclose any information regarding the Bank or the Company which is otherwise publicly available. In the event of a breach or threatened breach by Executive of the provisions of this Section, the Company will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Company or affiliates thereof, or from rendering any services to any person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Company from pursuing any other remedies available to the contrary, this Section 8.5 does not restrict Executive’s right to (i) own securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 Company for such breach or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) of the outstanding securities of such company and that such ownership does not does not violate: (A) the Code of Conduct or any other policy of the Bankthreatened breach, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation the recovery of the Bank. The parties have also entered into that certain Non-Compete Agreement as of even date herewith (the “Non-Compete”)damages from Executive.

Non-Competition. Executive The Practice hereby acknowledges recognizes, acknowledges, and agrees thatavers that Retail Business Manager will incur substantial costs in providing the equipment, during support services, personnel, management, administration, and other items and services that are the course subject matter of employmentthis Retail Business Management Agreement and that in the process of providing services under this Retail Business Management Agreement, in addition the Practice will be privy to Executive’s access to financial and Confidential Information, Executive has becometo which the Practice would not otherwise be exposed. The Parties also recognize that the services to be provided by Retail Business Manager will be feasible only if the Practice operates an active practice to which the Professionals associated with the Practice devote their full time and attention. The Practice agrees, acknowledges, and will becomeavers that the non-competition covenants described hereunder are necessary for the protection of Retail Business Manager, familiar with and involved that Retail Business Manager would not have entered into this Retail Business Management Agreement without the following covenants. (a) Except as specifically agreed to by Retail Business Manager in all aspects of writing, the business and operations of the Bank Entities. Executive hereby Practice covenants and agrees that during the Term until the later to occur of the date this Retail Business Management Agreement and for a period of one (1) year after from the Termination Datedate this Retail Business Management Agreement is terminated, other than if terminated by the Practice for cause, or expires the Expiration Date Practice shall not directly or indirectly own (excluding ownership of less than one percent (1%) of the “Restricted Period”equity of any publicly traded entity and excluding ownership of the common stock of Retail Business Manager), Executive will not at manage, operate, control, contract with, lend funds to, lend its name to, maintain any time (except for the Bank Entities)interest whatsoever in, directly or indirectlybe employed by, in any capacity (whether as a proprietor, owner, agent, officer, director, shareholder, organizer, partner, principal, manager, member, employee, contractor, consultant or otherwise): (a) provide any advice, assistance or services of the kind or nature which he provided to any of the Bank Entities or relating to business activities of the type engaged in by any of the Bank Entities within the preceding two years, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either case, a “Competitor”) if enterprise (i) such Competitor operateshaving to do with the provision, distribution, promotion, or is planning advertising of any type of management or administrative services or products to operatethird parties in competition with Retail Business Manager, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty 10 mile radius of any Dispensary of the Practice; and/or (50ii) offering any type of service(s) or product(s) to third parties substantially similar to those offered by Retail Business Manager to the Practice in competition with Retail Business Manager within a 10 mile radius of any Dispensary of the Practice; and/or (iii) providing Optical Services in competition with Retail Manager within a ten (10) mile radius of the Bank’s headquarters or any Branch Dispensary of the Bank Entities and (ii) such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities during the Restricted Period; or (b) sell or solicit sales of Competitive Products to Persons within such 50 mile radius, or assist any Competitor in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 does not restrict Executive’s right to (i) own securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) of the outstanding securities of such company and that such ownership does not does not violate: (A) the Code of Conduct or any other policy of the Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete Agreement as of even date herewith (the “Non-Compete”)Practice.

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

Non-Competition. Executive hereby acknowledges (a) During his employment by BPLSC and agrees thatfor a period of one year thereafter, during Employee will not, unless acting with the course of employment, in addition to Executive’s access to Confidential Information, Executive has become, and will become, familiar with and involved in all aspects prior written consent of the business and operations of the Bank Entities. Executive hereby covenants and agrees that during the Term until the later to occur of the date one (1) year after the Termination Date, or the Expiration Date (the “Restricted Period”), Executive will not at any time (except for the Bank Entities)Board, directly or indirectly, own, manage, operate, join, control or participate in any capacity (whether the ownership, management, operation or control, or be connected as a proprietor, owner, agent, an officer, director, shareholder, organizer, partner, principal, manager, member, employee, contractorpartner, principal, agent, representative, consultant or otherwise): (a) provide any adviceotherwise with or use or permit his name to be used in connection with, assistance or services of the kind or nature which he provided to any of the Bank Entities or relating to business activities of the type engaged in by any of the Bank Entities within the preceding two years, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either case, a “Competitor”) if (i) any business or enterprise that competes with the Partnerships in any business or enterprise that contributes more than ten percent (10%) of BGH’s consolidated gross revenues, either during his employment by BPLSC or on the Termination Date, as applicable, in any state in which such Competitor operatesbusiness or enterprise is so operated (whether or not such business is physically located within those areas) (the “Geographic Area”), or is planning to operate, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities and (ii) in any business or enterprise that is a customer of the Partnerships if BGH derives at least five percent (5%) of its consolidated gross revenues either during his employment by BPLSC or on the Termination Date, as applicable, from such Branch competes customer. It is recognized by Employee that the Partnerships’ business and Employee’s connection therewith is or will compete with be involved in activity throughout the products Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. Employee also shall not, directly or services offered indirectly, during such one-year period (i) solicit or planned divert business from, or attempt to be offered by convert any client, account or customer of the Bank Entities Partnerships, whether existing at the date hereof or acquired during Employee’s employment nor (ii) following Employee’s Termination of Employment, solicit or attempt to hire any employee of the Partnerships or any person who has been an employee of the Partnerships at any time during the Restricted Period; oryear prior to such Termination of Employment. (b) sell or solicit sales The foregoing restriction shall not be construed to prohibit the ownership by Employee of Competitive Products to Persons within such 50 mile radius, or assist less than five percent (5%) of any Competitor in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 does not restrict Executive’s right to (i) own class of securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) corporation which is engaged in any of the Securities foregoing businesses having a class of securities registered pursuant to the Exchange Act of 1934Act, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) of the outstanding securities of such company and that such ownership does not does not violate: (A) the Code represents a passive investment and that neither Employee nor any group of Conduct persons including Employee in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other policy than exercising his rights as a shareholder, or seeks to do any of the Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete Agreement as of even date herewith (the “Non-Compete”)foregoing.

Non-Competition. Executive hereby acknowledges and agrees that, during the course (a) Upon any termination of employment, in addition to Executive’s access to Confidential Informationemployment hereunder, other than a termination, (whether voluntary or involuntary) in connection with a Change in Control, as a result of which the Bank is paying Executive benefits under Section 6 of this Agreement, Executive has become, and will become, familiar agrees not to compete with and involved in all aspects of the business and operations of the Bank Entities. Executive hereby covenants and agrees that during and/or the Term until the later to occur Company for a period of the date one (1) year after following such termination within twenty-five (25) miles of any existing branch of the Termination DateBank or any subsidiary of the Company or within twenty-five (25) miles of any office for which the Bank, the Company or a Bank subsidiary of the Expiration Date (Company has filed an application for regulatory approval to establish an office, determined as of the “Restricted Period”)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 will shall not at any time (except work for the Bank Entities)or advise, consult or otherwise serve with, directly or indirectly, in any capacity (whether as a proprietorentity whose business materially competes with the depository, owner, agent, officer, director, shareholder, organizer, partner, principal, manager, member, employee, contractor, consultant lending or otherwise): (a) provide any advice, assistance or services of the kind or nature which he provided to any of the Bank Entities or relating to other business activities of the type 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 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 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 by any other lines and/or of a different nature than the Bank Entities within and/or the preceding two yearsCompany, to any Person who owns or operates and that the enforcement of a Competitive Business or to any Person that is attempting to initiate or acquire remedy by way of injunction will not prevent Executive from earning a Competitive Business (in either case, a “Competitor”) if (i) such Competitor operates, or is planning to operate, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of livelihood. Nothing herein will be construed as prohibiting the Bank Entities and (ii) such Branch competes or will compete with and/or the products or services offered or planned Company from pursuing any other remedies available to be offered by the Bank Entities during and/or the Restricted Period; orCompany for such breach or threatened breach, including the recovery of damages from Executive. (b) sell Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the Bank. Executive will not, during or solicit sales after the term of Competitive Products his/her employment, disclose any knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof to Persons within such 50 mile radiusany person, firm, corporation, or assist other entity for any Competitor in reason or purpose whatsoever (except for such sales activitiesdisclosure as may be required to be provided to any federal banking agency with jurisdiction over the Bank or Executive). Notwithstanding the foregoing, Executive may disclose any provision hereof to knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the contrary, this Section 8.5 does not restrict Executive’s right to (i) own securities of any Entity that files periodic reports with the Securities business plans and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) of the outstanding securities of such company and that such ownership does not does not violate: (A) the Code of Conduct or any other policy activities of the Bank, including and Executive may disclose any policy related to inside information; (B) any applicable securities law; information regarding the Bank or (C) any applicable standstill the Company which is otherwise publicly available. In the event of a breach or other similar contractual obligation threatened breach by Executive of the Bankprovisions of this Section, the Bank will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof, or from rendering any services to any person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. The parties have also entered into that certain Non-Compete Agreement Nothing herein will be construed as prohibiting the Bank from pursuing any other remedies available to the Bank for such breach or threatened breach, including the recovery of even date herewith (the “Non-Compete”)damages from Executive.

Non-Competition. 10.1 Until the Date of Termination, Executive hereby agrees not to enter into competitive endeavors and not to undertake any commercial activity which is contrary to the best interests of the Corporation or its affiliates, including becoming an employee, owner (except for passive investments of not more than three percent of the outstanding shares of, or any other equity interest in, any company or entity listed or traded on a national securities exchange or in an over-the-counter securities market), officer, agent or director of (a) any firm or person engaged in the operation of a business engaged in the acquisition of industrial businesses or (b) any firm or person which either directly competes with a line or lines of business of the Corporation accounting for five percent (5%) or more of the Corporation's gross revenues or earnings before taxes or derives five percent (5%) or more of such firm's or person's gross revenues or earnings before taxes from a line or lines of business which directly compete with the Corporation. Notwithstanding any provision of this Agreement to the contrary, Executive agrees that his breach of the provisions of this Section 10.1 shall permit the Corporation to terminate Executive's employment for Cause in accordance with Section 5.l(b) hereof. 10.2 After the Date of Termination and for a period of time equal in years to the multiple of annual salary received by Executive pursuant to either Sections 6.6(b) or 6.7(b) (the "Non-Competition Period"), Executive agrees not to become an employee, owner (except for passive investments of not more than three percent of the outstanding shares of, or any other equity interest in, any company or entity listed or traded on a national securities exchange or in an over-the-counter securities market), officer, agent or director of any firm or person which directly and substantially competes with a business of the Corporation accounting for five percent (5%) or more of the Corporation's gross revenues or earnings before taxes. During the Non-Competition Period, Executive will be available to answer questions and provide advice to the Corporation; provided, however, that such requirement shall not unreasonably interfere with any other of Executive's activities which Executive is then pursuing and which are not otherwise prohibited by this Section 10. Also, during the Non-Competition Period, Executive will retain in confidence any and all confidential information known to him concerning the Corporation and its business and shall not use or disclose such information without the approval of the Corporation except to the extent such information becomes public or as may be required by law. 10.3 Executive acknowledges and agrees thatthat damages for breach of the covenant not to compete in this Section 10 will be difficult to determine and will not afford a full and adequate remedy, during and therefore Executive agrees that the course of employmentCorporation, in addition to Executive’s access seeking actual damages pursuant to Confidential Informationthe procedures set forth in Section 13 below, Executive has become, and will become, familiar with and involved in all aspects may seek specific enforcement of the business and operations covenant not to compete in any court of competent jurisdiction, including, without limitation, by the Bank Entitiesissuance of a temporary or permanent injunction, without the necessity of a bond. Executive hereby covenants and agrees the Corporation agree that during the Term until the later provisions of this covenant not to occur compete are reasonable. However, should any court or arbitrator determine that any provision of the date one (1) year after the Termination Datethis covenant not to compete is unreasonable, either in period of time, geographical area, or otherwise, the Expiration Date (the “Restricted Period”), Executive will parties agree that this covenant not at any time (except for the Bank Entities), directly or indirectly, in any capacity (whether as a proprietor, owner, agent, officer, director, shareholder, organizer, partner, principal, manager, member, employee, contractor, consultant or otherwise): (a) provide any advice, assistance or services of the kind or nature which he provided to any of the Bank Entities or relating to business activities of the type engaged in by any of the Bank Entities within the preceding two years, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either case, a “Competitor”) if (i) such Competitor operates, or is planning to operate, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities compete should be interpreted and (ii) such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities during the Restricted Period; or (b) sell or solicit sales of Competitive Products to Persons within such 50 mile radius, or assist any Competitor in such sales activities. Notwithstanding any provision hereof enforced to the contrary, this Section 8.5 does not restrict Executive’s right to (i) own securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 maximum extent which such court or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) of the outstanding securities of such company and that such ownership does not does not violate: (A) the Code of Conduct or any other policy of the Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete Agreement as of even date herewith (the “Non-Compete”)arbitrator deems reasonable.

Non-Competition. Executive hereby (a) The Company shall provide Employee access to the Confidential Information for use only during the Employment Period, and Employee acknowledges and agrees that, during that the course of employmentCompany Group will be entrusting Employee, in addition to ExecutiveEmployee’s unique and special capacity, with developing the goodwill of the Company Group, and in consideration thereof and in consideration of the access to Confidential Information, Executive has becomevoluntarily agreed to the covenants set forth in this Section. Employee further agrees and acknowledges that the limitations and restrictions set forth herein, including, but not limited to, geographical and will becometemporal restrictions on certain competitive activities, familiar with are reasonable and involved in all aspects not oppressive and are material and substantial parts of this Agreement intended and necessary to prevent unfair competition and to protect the Company Group’s Confidential Information and substantial and legitimate business interests and operations goodwill. (b) During the Employment Period and for a period of the Bank Entities. Executive hereby covenants and agrees that during the Term until the later to occur of the date one (1) year after the Termination Date, or the Expiration Date two years (the “Restricted Period”) following the termination of the Employment Period for any reason, Employee shall not, for whatever reason and with or without cause, either individually or in partnership or jointly or in conjunction with any other Person or Persons as principal, agent, employee, shareholder (other than holding equity interests listed on a United States stock exchange or automated quotation system that do not exceed 5% of the outstanding shares so listed), Executive will not at owner, investor, partner or in any time (except for the Bank Entities)other manner whatsoever, directly or indirectly, engage in any capacity (whether as a proprietor, owner, agent, officer, director, shareholder, organizer, partner, principal, manager, member, employee, contractor, consultant or otherwise):compete with the Business anywhere in the world. (ac) provide During the Restricted Period, Employee shall not (i) knowingly induce or attempt to induce any advice, assistance or services other Person known to Employee to be a customer of the kind Company or nature which he provided to any of the Bank Entities or relating to business activities of the type engaged in by any of the Bank Entities within the preceding two years, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business its affiliates (in either caseeach, a “CompetitorCustomer”) if to cease doing any business with the Company or its affiliates anywhere in the world or (ii) solicit business involving the Business from, or provide services related to the Business to, any Customer. (d) During the Restricted Period, Employee shall not solicit the employment of any individual who is an employee of the Company or its affiliates, except that Employee shall not be precluded from soliciting the employment of, or hiring, any such individual (i) whose employment with the Company or one of its affiliates has been terminated before entering into employment discussions with such Competitor operatesSeller, or is planning to operate, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities and (ii) such Branch competes who initiates discussions with Employee regarding employment opportunities with Employee or will compete with the products (iii) responds to a general advertisement or services offered or planned to be offered by the Bank Entities during the Restricted Period; orother similarly broad form of solicitation for employees. (be) sell or solicit sales For purposes of Competitive Products to Persons within such 50 mile radius, or assist any Competitor in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 does not restrict Executive’s right to (i) own securities of any Entity that files periodic reports with 9, the Securities and Exchange Commission under Section 13 or 15(d) of following terms shall have the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) of the outstanding securities of such company and that such ownership does not does not violate: (A) the Code of Conduct or any other policy of the Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete Agreement as of even date herewith (the “Non-Compete”).following meanings:

Non-Competition. Executive hereby acknowledges (a) The term of Non-Competition (herein so called) shall be for a term beginning on the date hereof and agrees that, during continuing until the course of employment, in addition to Executive’s access to Confidential Information, Executive has become, and will become, familiar with and involved in all aspects second anniversary of the business and operations Date of Termination. (b) During the Bank Entities. Executive hereby covenants and agrees that during term of Non-Competition, the Term until the later to occur of the date one (1) year after the Termination Date, or the Expiration Date (the “Restricted Period”), Executive will not at any time (except other than for the Bank Entitiesbenefit of the Company pursuant to this Agreement), directly or indirectly, in any capacity (whether individually or as a proprietor, owner, agent, an officer, director, employee, shareholder, organizerconsultant, contractor, partner, principaljoint venturer, manageragent, memberequity owner or in any capacity whatsoever, employee, contractor, consultant engage in any fresh meat or otherwise): meat processing business (a) provide any advice, assistance or services of the kind or nature which he provided to any of the Bank Entities or relating to business activities of the type engaged in by any of the Bank Entities within the preceding two years, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either case, a “CompetitorCompeting Business”) if ), located in the United States or Australia (i) such Competitor operatesthe “Geographic Area”), or is planning to operate, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities and (ii) such Branch competes hire, attempt to hire, or will compete with the products or services offered or planned to be offered by the Bank Entities during the Restricted Period; or (b) sell contact or solicit sales with respect to hiring any employee of Competitive Products to Persons within such 50 mile radiusthe Company, or assist (iii) divert or take away any Competitor customers of the Company in such sales activitiesthe Geographic Area. Notwithstanding any provision hereof to the contraryforegoing, this Section 8.5 does not restrict Executive’s right to the Company agrees that after the Date of Termination the Executive may be employed by, or perform services for, a person (ias such term is defined in Subsection 3(c) own securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(dabove) of the Securities Exchange Act of 1934, as amended; whose business operations include a Competing Business provided that Executive’s total ownership constitutes revenues from such Competing Business comprise less than two fifty percent (250%) of the total revenues of such person at the time the Executive is initially employed or begins to perform services for such person, so long as Executive does not personally render advice to, perform any services for, or otherwise participate in, such Competing Business operations of such person. Notwithstanding the foregoing, the Company agrees that the Executive may own less than five percent of the outstanding voting securities of such any publicly traded company and that such ownership is a Competing Business so long as the Executive does not does otherwise participate in such competing business in any way prohibited by the preceding sentence. (c) During the term of Non-Competition, the Executive will not violate: use the Executive’s access to, knowledge of, or application of Confidential Information to perform any duty for any Competing Business; it being understood and agreed to that this Section 9(c) shall be in addition to and not be construed as a limitation upon the covenants in Section 9(b) hereof. (Ad) The Executive acknowledges that the Code geographic boundaries, scope of Conduct or any other policy prohibited activities, and time duration of the Bank, including any policy related preceding paragraphs are reasonable in nature and are no broader than are necessary to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation maintain the confidentiality and the goodwill of the Bank. The parties have also entered into that certain Non-Compete Agreement as Company’s proprietary information, plans and services and to protect the other legitimate business interests of even date herewith the Company. (e) As used in this Section 9, “Company” shall include the “Non-Compete”)Company and any of its direct or indirect subsidiaries or affiliates.

Non-Competition. (a) Upon any termination of Executive's employment hereunder, other than a termination (whether voluntary or involuntary) following a Change in Control), as a result of which the Company is paying Executive hereby acknowledges and agrees that, during the course benefits under Section 6 of employment, in addition to Executive’s access to Confidential Informationthis Agreement, Executive has become, and will become, familiar agrees not to compete with and involved in all aspects of the business and operations of the Bank Entities. Executive hereby covenants and agrees that during and/or the Term until the later to occur Company for a period of the date one (1) year after following such termination within twenty-five (25) miles of any existing branch of the Termination DateBank or any subsidiary of the Company or within twenty-five (25) miles of any office for which the Bank, the Company or a Bank subsidiary of the Expiration Date (Company has filed an application for regulatory approval to establish an office, determined as of the “Restricted Period”)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 will shall not at any time (except work for the Bank Entities)or advise, consult or otherwise serve with, directly or indirectly, in any capacity (whether as a proprietorentity whose business materially competes with the depository, owner, agent, officer, director, shareholder, organizer, partner, principal, manager, member, employee, contractor, consultant lending or otherwise): (a) provide any advice, assistance or services of the kind or nature which he provided to any of the Bank Entities or relating to other business activities of the type 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 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 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 by any other lines and/or of a different nature than the Bank Entities within and/or the preceding two yearsCompany, to any Person who owns or operates and that the enforcement of a Competitive Business or to any Person that is attempting to initiate or acquire remedy by way of injunction will not prevent Executive from earning a Competitive Business (in either case, a “Competitor”) if (i) such Competitor operates, or is planning to operate, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of livelihood. Nothing herein will be construed as prohibiting the Bank Entities and (ii) such Branch competes or will compete with and/or the products or services offered or planned Company from pursuing any other remedies available to be offered by the Bank Entities during and/or the Restricted Period; orCompany for such breach or threatened breach, including the recovery of damages from Executive. (b) sell Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Company and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the Company. Executive will not, during or solicit sales after the term of Competitive Products his employment, disclose any knowledge of the past, present, planned or considered business activities of the Company or affiliates thereof to Persons within such 50 mile radiusany person, firm, corporation, or assist other entity for any Competitor in reason or purpose whatsoever (except for such sales activitiesdisclosure as may be required to be provided to any federal banking agency with jurisdiction over the Company or Executive). Notwithstanding the foregoing, Executive may disclose any provision hereof knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Company, and Executive may disclose any information regarding the Bank or the Company which is otherwise publicly available. In the event of a breach or threatened breach by Executive of the provisions of this Section, the Company will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Company or affiliates thereof, or from rendering any services to any person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Company from pursuing any other remedies available to the contrary, this Section 8.5 does not restrict Executive’s right to (i) own securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 Company for such breach or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) of the outstanding securities of such company and that such ownership does not does not violate: (A) the Code of Conduct or any other policy of the Bankthreatened breach, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation the recovery of the Bank. The parties have also entered into that certain Non-Compete Agreement as of even date herewith (the “Non-Compete”)damages from Executive.

Non-Competition. Executive hereby acknowledges and agrees that(a) Except as otherwise provided in this Agreement, during for a period of five (5) years after the course of employmentContribution Closing Date, in addition to Executive’s access to Confidential Information, Executive has becomethe Contributor Parties shall not, and will become, familiar with and involved in all aspects shall cause each of the business and operations of the Bank Entities. Executive hereby covenants and agrees that during the Term until the later their respective Affiliates to occur of the date one (1) year after the Termination Date, or the Expiration Date (the “Restricted Period”), Executive will not at any time (except for the Bank Entities)not, directly or indirectly, in any capacity (whether as a proprietorx) engage in, owneror acquire an equity interest in, agent, officer, director, shareholder, organizer, partner, principal, manager, member, employee, contractor, consultant or otherwise): (a) provide any advice, assistance or services of the kind or nature which he provided to any of the Bank Entities or relating to business activities of the type engaged in by any of the Bank Entities within the preceding two years, debt financing to any Person who owns is engaged in, the Restricted Business in the United States (the “Restricted Territory”), (y) request any past, present or operates a Competitive Business future customers of the Propane Group Entities within the Restricted Territory to curtail or cancel their business with Acquirer or any of its Affiliates (including the Propane Group Entities), or (z) except as required by Law, disclose to any Person that is attempting to initiate the names of past or acquire a Competitive existing customers of the Propane Group Entities. Nothing in this Agreement or in the definition of Restricted Business (shall prohibit or in either case, a “Competitor”) if any way restrict any NRGY Entity from: (i) acquiring or owning the Retained Units, the Retained Assets or otherwise entering into or exercising any rights of such Competitor operates, NRGY Entity pursuant to the NRGY Support Agreement or is planning to operate, any office, branch acquiring or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius owning less than 5% of the Bank’s headquarters or outstanding voting power of any Branch of the Bank Entities and other publicly traded Person, including if such Person is engaged in a Restricted Business; (ii) such Branch competes or will compete with performing its obligations under the products or services offered or planned to be offered by the Bank Entities during the Restricted PeriodTransaction Agreements; or (biii) sell acquiring the assets or solicit sales of Competitive Products to Persons within such 50 mile radius, capital stock or assist any Competitor in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 does not restrict Executive’s right to (i) own securities other equity interests of any Entity that files periodic reports with Person which is engaged in a Restricted Business (“Acquired Company”) if, in its last full fiscal year prior to such acquisition, the Securities and Exchange Commission under Section 13 or 15(d) consolidated revenues of such Acquired Company from the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes Restricted Business in the Restricted Territory was less than two twenty-five percent (225%) of the outstanding securities aggregate consolidated revenues of such company Acquired Company; provided, however, that if an NRGY Entity acquires an Acquired Company with consolidated revenues from a Restricted Business in the Restricted Territory greater than ten percent (10%) of the aggregate consolidated revenues of such Acquired Company, such NRGY Entity shall (A) provide Acquirer the exclusive opportunity, for a period of forty five (45) days following the closing of such acquisition, to negotiate the purchase of such portion of such business that is engaged in the Restricted Business and (B) if such NRGY Entity and Acquirer do not enter into an agreement with respect to Acquirer’s purchase of such portion of such business within such forty five (45)-day period, divest such portion of such entire business within nine (9) months of the acquisition. (b) The Contributor Parties agree that the duration and geographic scope of the non-competition provision set forth in this Section 5.11 are reasonable. In the event that any court determines that the duration or geographic scope of the restrictions set forth in this Section 5.11, or both, is unreasonable and that such ownership does provision is to that extent unenforceable, the Parties agree that the provision shall remain in full force and effect for the greatest time period and in the greatest area that would not does render it unenforceable. The Parties intend that this non-competition provision shall be deemed to be a series of separate covenants, one for each and every county of each and every state of the United States of America. Additionally, because of the difficulty of measuring economic losses to Acquirer as a result of a breach of this Section 5.11, and because of the immediate and irreparable damage that could be caused to Acquirer for which it may not violate: (A) the Code of Conduct or have any other policy adequate remedy, the Contributor Parties agree that Acquirer may seek to enforce the provisions of the Bankthis Section 5.11 by seeking to obtain injunctions, including any policy related restraining orders and other equitable actions pursuant to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete Agreement as of even date herewith (the “Non-Compete”)Section 9.4.

Non-Competition. Executive hereby acknowledges and agrees that, during (a) Unless the course obligation is waived or limited by Ceridian in accordance with subsection (b) of employment, in addition to Executive’s access to Confidential Informationthis Section 6.02, Executive has become, and will become, familiar with and involved in all aspects of the business and operations of the Bank Entities. Executive hereby covenants and agrees that during the Term until the later to occur for a period of the date one two years following termination of employment for any reason (1) year after the Termination Date, or the Expiration Date (the “Restricted "Non-Compete Period”"), Executive will not at any time (except for the Bank Entities), directly or indirectly, in any capacity (whether alone or as a proprietor, owner, agentpartner, officer, director, shareholdershareholder or employee of any other firm or entity, organizer, partner, principal, manager, member, employee, contractor, consultant engage in any commercial activity in competition with any part of Ceridian's business as conducted as of the date of such termination of employment or otherwise): with any part of Ceridian's contemplated business with respect to which Executive has Confidential Information. For purposes of this subsection (a), "shareholder" shall not include beneficial ownership of less than five percent (5%) provide any advice, assistance or services of the kind combined voting power of all issued and outstanding voting securities of a publicly held corporation whose stock is traded on a major stock exchange. Also for purposes of this subsection (a), "Ceridian's business" shall include business conducted by Ceridian or nature its affiliates and any partnership or joint venture in which he Ceridian or its affiliates is a partner or joint venturer; provided to that, "affiliate" as used in this sentence shall not include any corporation in which Ceridian has ownership of less than fifteen percent (15%) of the Bank Entities or relating to business activities of the type engaged in by any of the Bank Entities within the preceding two years, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either case, a “Competitor”) if (i) such Competitor operates, or is planning to operate, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities and (ii) such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities during the Restricted Period; orvoting stock. (b) sell or solicit sales of Competitive Products At its sole option Ceridian may, by written notice to Persons Executive at any time within such 50 mile radius, or assist any Competitor in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 does not restrict Executive’s right to (i) own securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) of the outstanding securities of such company and that such ownership does not does not violate: (A) the Code of Conduct or any other policy of the Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete Agreement as of even date herewith Period, waive or limit the time and/or geographic area in which Executive cannot engage in competitive activity. (c) During the “Non-Compete”)Compete Period, prior to accepting employment with or agreeing to provide consulting services to, any firm or entity which offers competitive products or services, Executive shall give 30 days prior written notice to Ceridian. Such written notice shall describe the firm and the employment or consulting services to be rendered to the firm or entity, and shall include a copy of the written offer of employment or engagement of consulting services. Ceridian's failure to respond or object to such notice shall not in any way constitute acquiescence or waiver of Ceridian's rights under this Article VI. (d) In the event Executive has provided notice to Ceridian pursuant to subsection (c) of this Section 6.02 and has not accepted employment with or agreed to provide consulting services to, any firm or entity directly as a result of his or her non-competition obligation pursuant to this Section 6.02, Ceridian shall pay Executive an amount equal to the usual rate of Executive's Base Salary in effect at the time of termination on a regular payroll period basis until the end of the Non-Compete Period. There shall be credited against Ceridian's obligation to make such payments any other payments made by Ceridian to Executive pursuant to Article IV of this Agreement. In the event that Ceridian elects, pursuant to subsection (b) of this Section 6.02, to waive all or any portion of the non-competition obligation set forth in subsection (a) hereof, no payment shall be required by Ceridian with respect to the portion of the Non-Compete Period which has been waived. (e) In the event Executive fails to provide notice to Ceridian pursuant to subsection (c) of this Section 6.02 and/or in anyway violates its non-competition obligation pursuant to Section 6.02, Ceridian may enforce all of its rights and remedies provided to it under this Agreement, in law and in equity, and Executive shall be deemed to have expressly waived any rights he or she may have had to payments under subsection (d) of this Section 6.02.

Non-Competition. Executive hereby acknowledges For so long as an Investor or its Affiliated Funds has a right to designate a Representative to the ▇▇▇▇▇▇▇ Holdings Board, the TNC Supervisory Board or as an AlpInvest Observer, such Investor and agrees thatits respective Affiliates, during the course all Persons Controlled by that Investor or by any of employment, in addition to Executivethat Investor’s access to Confidential Information, Executive has become, Affiliates and will become, familiar with and involved in all aspects any “group” (as determined under Section 13(d)(3) of the business and operations Exchange Act) of which such Investor or any of its Affiliates is a member will be prohibited from owning, managing, operating, controlling or participating in the Bank Entities. Executive hereby covenants and agrees that during ownership, management, operation or control of any Person listed in Schedule 10 hereto (as such Schedule may be amended from time to time by the Term until the later to occur of the date one (1) year after the Termination Date▇▇▇▇▇▇▇ Holdings Board, or the Expiration Date (the a “Restricted PeriodNamed Competitor”), Executive will unless consented to by the ▇▇▇▇▇▇▇ Holdings Board, provided that: 10.3.1 This Article 10.3 shall not prohibit any Person from acquiring or holding a passive investment in any Named Competitor, which (a) does not represent more than 5% of the aggregate amount of equity invested in that Named Competitor, (b) does not entitle the holder to more than 5% of any pro rata distribution of profits or capital made by that Named Competitor, (c) does not entitle the holder to exercise more than 5% of the votes exercisable at a general meeting of shareholders of that Named Competitor, (d) does not include and is not otherwise combined with any time entitlement to appoint any directors, officers, observers or other representatives to any body or committee of that Named Competitor or any Affiliate of that Named Competitor (except for and no director, employee or other representative of the Bank EntitiesInvestor concerned or any Affiliate of that Investor holds any position on any such body or committee as a matter of fact), directly or indirectly, and (e) is not in any capacity (whether as way subject to any agreement or arrangement made between the Investor concerned or any Affiliate of that Person and any other shareholder of or investor in that Named Competitor; 10.3.2 This Article 10.3 shall not prohibit any Investor which is a proprietor, owner, agent, officer, director, shareholder, organizer, partner, principal, manager, member, employee, contractor, consultant fund of funds to make or otherwise):hold a non-Controlling investment in a fund which in turn has an investment in a Named Competitor or otherwise engages in an activity that would constitute a breach of this Article 10.3 if that fund was an Investor; and 10.3.3 In the event that an Investor or an Affiliate of an Investor acts in breach of this Article 10.3: (a) provide any advice, assistance or services of Article 10.2.2 shall apply mutatis mutandis to the kind or nature Investor concerned and to all other Investors which he provided to any of the Bank Entities or relating to business activities of the type engaged in by any of the Bank Entities within the preceding two years, to any Person who owns or operates are Affiliated with that Investor (treating such Named Competitor as a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either case, a “Competitor”) if (i) such Competitor operates, or is planning to operate, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities and (ii) such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities during the Restricted PeriodCompeting Enterprise thereunder); orand (b) sell To the extent that the occurrence of such breach is not reasonably within the control of the Investor concerned, any of its Affiliates or solicit sales any person Controlled by that Investor or by any of Competitive Products to Persons within such 50 mile radiusthat Investor’s Affiliates, or assist any Competitor in such sales activities. Notwithstanding any provision hereof no other remedies shall be available to the contraryother Parties. In all other circumstances, unless such breach is promptly (and in any event within three (3) Business Days following its occurrence) and completely cured by the Investor or Investors concerned, the Investor or Investors concerned shall be considered in material breach of this Section 8.5 does not restrict Executive’s right to (i) own securities of any Entity that files periodic reports Agreement and liable for all damages resulting therefrom, and the other Parties may seek specific enforcement or injunctive relief against such Investor or Investors, in accordance with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) of the outstanding securities of such company and that such ownership does not does not violate: (A) the Code of Conduct or any other policy of the Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete Agreement as of even date herewith (the “Non-Compete”)Article 11.8.

Non-Competition. Executive hereby Lessee acknowledges that upon and after any termination of this Lease, any competition by any member of the Leasing Group with any subsequent owner or subsequent lessee of the Leased Property (the "Purchaser") would cause irreparable harm to Lessor and any such Purchaser. To induce Lessor to enter into this Lease, Lessee agrees that, during from and after the course date hereof and thereafter until (a) in the case of employmentthe expiration of the Initial Term or a termination of this Lease, in addition to Executive’s access to Confidential Informationthe fifth (5th) anniversary of the termination hereof or of the expiration of the Initial Term, Executive has becomeas applicable, and will become, familiar with and involved (b) in all aspects the case of an expiration of any of the business and operations Extended Terms, the second (2nd) anniversary of the Bank Entities. Executive hereby covenants and agrees that during the Term until the later to occur expiration of the date one (1) year after applicable Extended Term, no member of the Termination Date, Leasing Group nor any Person holding or the Expiration Date (the “Restricted Period”), Executive will not at any time (except for the Bank Entities)controlling, directly or indirectly, any interest in any member of the Leasing Group (collectively, the "Limited Parties") shall be involved in any capacity in or lend any of their names to or engage in any capacity in any assisted living facility, center, unit or program (or in any Person engaged in any such activity or any related activity competitive therewith) other than (a) those set forth on Schedule 11.5.4 annexed hereto, (b) those activities in which a Meditrust/Emeritus Transaction Affiliate is permitted to engage by the provisions of the Meditrust/Emeritus Transaction Documents which relate to any such facility, center, unit or program and (c) the acquisition of an ownership interest in any such facility, center, unit or program which is part of a single transaction in which an ownership interest in at least four (4) other facilities, centers, units or programs (provided, however, that if such acquisition occurs within the last twelve month period of the Initial Term or any of the Extended Terms, Lessee shall have the benefit of this clause (c) only if at the time such acquisition occurs Lessee has already (x) exercised in that twelve month period its right under Section 1.3 hereof to extend the Term for another Extended Term or (y) given a Purchase Option Notice and has waived any right to rescind the same based upon the determination of the Fair Market Value of the Leased Property), whether such competitive activity shall be as a proprietor, owner, agent, an officer, director, shareholderowner, organizeremployee, agent, advisor, independent contractor, developer, lender, sponsor, venture capitalist, administrator, manager, investor, partner, principal, manager, member, employee, contractorjoint venturer, consultant or otherwise): (a) provide any advice, assistance or services of the kind or nature which he provided to any of the Bank Entities or relating to business activities of the type engaged in by any of the Bank Entities within the preceding two years, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either case, a “Competitor”) if (i) such Competitor operates, or is planning to operate, any office, branch or other facility (participant in any casecapacity whatsoever with respect to an assisted living facility, a “Branch”) that is (center, unit or is proposed to be) program located within a fifty five (505) mile radius of the Bank’s headquarters or any Branch Leased Property. Lessee hereby acknowledges and agrees that none of the Bank Entities and (ii) such Branch competes time span, scope or will compete with the products or services offered or planned to be offered area covered by the Bank Entities during foregoing restrictive covenants is or are unreasonable and that it is the Restricted Period; or (b) sell or solicit sales specific intent of Competitive Products to Persons within such 50 mile radiusLessee that each and all of the restrictive covenants set forth hereinabove shall be valid and enforceable as specifically set forth herein. Lessee further agrees that these restrictions are special, or assist unique, extraordinary and reasonably necessary for the protection of Lessor and any Competitor in such sales activities. Notwithstanding any provision hereof to Purchaser and that the contrary, this Section 8.5 does not restrict Executive’s right to (i) own securities violation of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) such covenant by any of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) of the outstanding securities of Limited Parties would cause irreparable damage to Lessor and any Purchaser for which a legal remedy alone would not be sufficient to fully protect such company and that such ownership does not does not violate: (A) the Code of Conduct or any other policy of the Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete Agreement as of even date herewith (the “Non-Compete”)parties.

Non-Competition. Executive hereby acknowledges Notwithstanding any non-competition agreement previously existing by and agrees that, during between the course of employmentOptionee and the Company, in addition consideration for this Option, the Optionee agrees to Executive’s access to Confidential Informationthe following: (A) During the Optionee's employment with the Company and for a period of two (2) years thereafter, Executive has becomeOptionee will not, and will become, familiar unless acting pursuant hereto or with and involved in all aspects the prior written consent of the business and operations Board of Directors of the Bank Entities. Executive hereby covenants and agrees that during the Term until the later to occur of the date one (1) year after the Termination Date, or the Expiration Date (the “Restricted Period”), Executive will not at any time (except for the Bank Entities)Company, directly or indirectly, own, manage, operate, join, control, finance or participate in any capacity (whether the ownership, management, operation, control or financing of, or be connected as a proprietor, owner, agent, an officer, director, shareholder, organizeremployee, partner, principal, manageragent, member, employee, contractorrepresentative, consultant or otherwise):otherwise with, or use or permit his name to be used in connection with, any business or enterprise, in direct competition with the Company's business. The Optionee acknowledges and agrees that adherence to the terms of this Section 9 does not preclude Optionee from earning a livelihood and that the restrictions contained in this Section 9 are reasonable and necessary to protect the Company's legitimate interests in the conduct of its business. (aB) provide The foregoing restriction shall not be construed to prohibit the ownership by Optionee of not more than five percent (5%) of any advice, assistance or services class of the kind or nature which he provided to any of the Bank Entities or relating to business activities of the type engaged in by any of the Bank Entities within the preceding two years, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either case, a “Competitor”) if (i) such Competitor operates, or is planning to operate, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities and (ii) such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities during the Restricted Period; or (b) sell or solicit sales of Competitive Products to Persons within such 50 mile radius, or assist any Competitor in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 does not restrict Executive’s right to (i) own securities of any Entity that files periodic reports corporation which is in competition with the Securities Company and Exchange Commission under Section 13 or 15(d) which corporation has a class of securities registered pursuant to the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) of the outstanding securities of such company and that such ownership does not does not violate: (A) the Code represents a passive investment and that neither Optionee nor any group of Conduct persons including Optionee in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other policy than exercising his rights as a shareholder, or seeks to do any of the Bank, including any policy related to inside information; (B) any applicable securities law; or foregoing. (C) During the Optionee's employment with the Company and for a period of two (2) years thereafter, Optionee will not call on or solicit, either directly or indirectly, any applicable standstill person, firm, corporation or other similar contractual obligation entity who or which at the time of Optionee's termination was, or within two (2) years prior thereto had been, a customer of the Bank. The parties have also entered into that certain Non-Compete Agreement as Company or any of even date herewith (its affiliates with respect to the “Non-Compete”)activities prohibited by Section 9 hereof.

Non-Competition. (a) Upon any termination of Executive's employment hereunder, other than a termination, (whether voluntary or involuntary) in connection with a Change in Control, as a result of which the Company is paying Executive hereby acknowledges and agrees that, during the course benefits under Section 6 of employment, in addition to Executive’s access to Confidential Informationthis Agreement, Executive has become, and will become, familiar agrees not to compete with and involved in all aspects the Association and/or the Company for a period of the business and operations of the Bank Entities. Executive hereby covenants and agrees that during the Term until the later to occur of the date one (1) year after following such termination within twenty-five (25) miles of any existing branch of the Termination DateAssociation or any subsidiary of the Company or within twenty-five (25) miles of any office for which the Association, the Company or a Association subsidiary of the Expiration Date (Company has filed an application for regulatory approval to establish an office, determined as of the “Restricted Period”)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 will shall not at any time (except work for the Bank Entities)or advise, consult or otherwise serve with, directly or indirectly, in any capacity (whether as a proprietorentity whose business materially competes with the depository, owner, agent, officer, director, shareholder, organizer, partner, principal, manager, member, employee, contractor, consultant lending or otherwise): (a) provide any advice, assistance or services of the kind or nature which he provided to any of the Bank Entities or relating to other business activities of the type Association and/or the Company. The parties hereto, recognizing that irreparable injury will result to the Association and/or the Company, its business and property in the event of Executive's breach of this Subsection 11(a) agree that in the event of any such breach by Executive, the 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 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 Association and/or the Company from pursuing any other remedies available to the Association and/or the Company for such breach or threatened breach, including the recovery of the Bank Entities within the preceding two years, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either case, a “Competitor”) if (i) such Competitor operates, or is planning to operate, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities and (ii) such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities during the Restricted Period; ordamages from Executive. (b) sell Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Company and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the Company. Executive will not, during or solicit sales after the term of Competitive Products his employment, disclose any knowledge of the past, present, planned or considered business activities of the Company or affiliates thereof to Persons within such 50 mile radiusany person, firm, corporation, or assist other entity for any Competitor in reason or purpose whatsoever (except for such sales activitiesdisclosure as may be required to be provided to any federal banking agency with jurisdiction over the Company or Executive). Notwithstanding the foregoing, Executive may disclose any provision hereof knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Company, and Executive may disclose any information regarding the Association or the Company which is otherwise publicly available. In the event of a breach or threatened breach by the Executive of the provisions of this Section, the Company will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Company or affiliates thereof, or from rendering any services to any person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Company from pursuing any other remedies available to the contrary, this Section 8.5 does not restrict Executive’s right to (i) own securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 Company for such breach or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) of the outstanding securities of such company and that such ownership does not does not violate: (A) the Code of Conduct or any other policy of the Bankthreatened breach, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation the recovery of the Bank. The parties have also entered into that certain Non-Compete Agreement as of even date herewith (the “Non-Compete”)damages from Executive.

Non-Competition. (a) Executive hereby acknowledges and agrees that, during the course Employment Period and for a period of employment, in addition to Executive’s access to Confidential Information, Executive has become, and will become, familiar with and involved in all aspects of the business and operations of the Bank Entities. Executive hereby covenants and agrees that during the Term until the later to occur of the date one twelve (112) year months after the Termination DateEmployment Period ends, whether voluntarily or the Expiration Date (the “Restricted Period”)involuntarily, Executive will not at any time (except for the Bank Entities), directly or indirectly: (1) induce or attempt to induce any person who is employed by or otherwise engaged to perform services for the Corporation to cease working for the Corporation; (2) induce or attempt to induce any customer, in any capacity client, vendor, or supplier of the Corporation to cease doing business with the Corporation; or (whether 3) engage or participate, either individually or as a proprietor, owner, agent, officer, director, shareholder, organizer, partner, principal, manager, member, an employee, contractor, consultant consultant, principal, owner, partner, agent, trustee, officer, director or otherwise): (a) provide shareholder of a corporation, partnership or other business entity, in any advice, assistance business which competes with the Corporation or services engages in any line of business which the Corporation has entered or internally announced an intention to enter prior to the end of the kind or nature which he provided Employment Period, including, without limitation, the provision of radiology services through the Internet to any Providers. Notwithstanding the foregoing, nothing in this Article shall be deemed to preclude Executive from holding less than 1% of the Bank Entities or relating to business activities of the type engaged in by any of the Bank Entities within the preceding two years, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either case, a “Competitor”) if (i) such Competitor operates, or is planning to operate, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities and (ii) such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities during the Restricted Period; or (b) sell or solicit sales of Competitive Products to Persons within such 50 mile radius, or assist any Competitor in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 does not restrict Executive’s right to (i) own securities outstanding capital stock of any Entity that files corporation required to file periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided , and the securities of which are listed on any national securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System or traded on the over-the-counter market. (b) Executive acknowledges that Executive’s total ownership constitutes less than two percent (2%) the Corporation has expended substantial time and expense in the acquisition, research and development of processes, technology, /s/ ▇▇▇▇ ▇▇▇▇▇▇ Executive /s/ ▇▇▇▇ ▇. ▇▇▇▇▇ Corporation techniques and products which are unique to the Corporation or not generally known to others and which could be unfairly taken or used by others in competition with the Corporation, and further acknowledges that competition with the Corporation is not based strictly on geographical location. Accordingly, Executive agrees that the restrictions contained in this Agreement are reasonable. If the scope of the outstanding securities restrictions contained herein is too broad to permit enforcement of such company restrictions to their full extent, then such restrictions shall be construed or re-written (“blue-lined”) so as to be enforceable to the maximum extent permitted by law, and that such ownership does not does not violate: (A) Executive hereby consents, to the Code of Conduct or any other policy extent Executive may lawfully do so, to the judicial modification of the Bank, including scope of such restrictions in any policy related proceeding brought to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete Agreement as of even date herewith (the “Non-Compete”)enforce such restrictions.

Non-Competition. At all times while the Executive hereby acknowledges is employed by the Company and agrees thatfor any Post- Employment Non-Compete Period (defined below) elected by the Company, during the course of employment, in addition to Executive’s access to Confidential Information, Executive has become, and will become, familiar with and involved in all aspects of the business and operations of the Bank Entities. Executive hereby covenants and agrees that during the Term until the later to occur of the date one (1) year after the Termination Date, or the Expiration Date (the “Restricted Period”), Executive will not at any time (except for the Bank Entities)shall not, directly or indirectly, engage in or have any interest in any capacity sole proprietorship, partnership, corporation or business or any other person or entity (whether as a proprietor, owner, agentan employee, officer, director, shareholder, organizer, partner, principalagent, managersecurity holder, member, employee, contractorcreditor, consultant or otherwise): ) that directly or indirectly (aor through any affiliated entity) provide any advice, assistance engages in competition with the Company (based on the business in which the Company was engaged or services was actively planning on being engaged as of the kind or nature which he provided to any date of termination of the Bank Entities Employee’s employment and in the geographic areas in which the Company operated or relating to business activities was actively planning on operating as of date of termination of the type engaged in by any Employee’s employment); provided that such provision shall not apply to the Executive’s ownership of Common Stock of the Bank Entities within Company or the preceding two years, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either case, a “Competitor”) if (i) such Competitor operates, or is planning to operate, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities and (ii) such Branch competes or will compete with the products or services offered or planned to be offered acquisition by the Bank Entities during the Restricted Period; or (b) sell or solicit sales Executive, solely as an investment, of Competitive Products to Persons within such 50 mile radius, or assist any Competitor in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 does not restrict Executive’s right to (i) own securities of any Entity issuer that files periodic reports with the Securities and Exchange Commission is registered under Section 13 12(b) or 15(d12(g) of the Securities Exchange Act of 1934, as amended; provided , and that Executive’s total ownership constitutes less are listed or admitted for trading on any United States national securities exchange or that are quoted on the National Association of Securities Dealers Automated Quotations System, or any similar system or automated dissemination of quotations of securities prices in common use, so long as the Executive does not control, acquire a controlling interest in or become a member of a group which exercises direct or indirect control or, more than two five percent (2%) of the outstanding securities any class of capital stock of such company and corporation. As used herein, the “Post Employment Non- Compete Period” shall be any period up to one year immediately following the Termination Date that such ownership does the Company may elect, in its complete discretion, to be subject to the restrictive covenant set forth in this Section 6.1. For the avoidance of doubt, the Company may elect not does not violate: (A) the Code of Conduct or to have any other policy of the Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Post Employment Non-Compete Agreement as of even date herewith (Period apply. Within 10 days after the “Termination Date, the Company shall notify Executive in writing whether or not it is electing to impose a Post Employment Non-Compete”)Compete Period and, if applicable, the duration of any such period. During any Post Employment Non-Compete Period elected by the Company, the Company shall continue to pay Executive his Base Salary hereunder, in the same amount and manner as if Executive was still employed by the Company.

Non-Competition. Executive hereby acknowledges and agrees that, during the course of employment, in addition to Executive’s access to Confidential Information, Executive has become, and will become, become familiar with and involved in all aspects of the business and operations of the Bank EntitiesEmployer. Executive hereby covenants and agrees that during the Term until the later to occur of the date one for four (14) year years after the Termination Date, or the Expiration Date Effective Time (the “Restricted Period”), Executive will shall not, without the prior approval of a majority of the Company’s board of directors (Executive not at any time (except for the Bank Entitiesparticipating), directly or indirectly, in any capacity (whether as a proprietor, owner, agent, officer, director, shareholder, organizer, partner, principal, manager, member, employee, contractor, consultant or otherwise): (a) provide any adviceown, assistance manage or control or participate in the ownership, management or control, or perform services of that are the kind same as or nature which he substantially to those services provided by Executive to any of the Bank Entities or relating twelve (12) months prior to business activities the cessation of the type engaged in Executive’s employment by any of the Bank Entities within the preceding two yearsto, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate form or acquire a Competitive Business (in either case, a “Competitor”) if (i) such Competitor Competitive Business operates, or is planning to operate, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s Bank Entities’ headquarters or within a twenty-five (25) mile radius of any Branch office of the Bank Entities and (ii) such Branch competes or will compete with that is in existence immediately prior to the products or services offered or planned to be offered cessation of Executive’s employment by the Bank Entities during the Restricted Period; or (b) sell or solicit sales of Competitive Products to Persons within such 50 mile radius, or assist any Competitor in such sales activitiesEntities. Notwithstanding any provision hereof to the contrary, this Section 8.5 7.1 does not restrict Executive’s right to (ia) own or acquire securities of any Entity entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”); provided that Executive’s his total ownership constitutes less than two percent (2%) of the outstanding securities of such company and entity; (b) to own, or during the Restricted Period to maintain ownership of (but not to acquire ownership of), passive investments in securities of any entity that such ownership does not does not violate: (Afile periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) the Code of Conduct or any other policy of the Bank, including any policy related to inside informationExchange Act; provided that his total ownership constitutes less than five percent (B5%) any applicable of the outstanding securities law; of such company or (Cc) any applicable standstill or other similar contractual obligation to serve as a director of the Bank. The parties have also entered into that certain Non-Compete Agreement as of even date herewith (the “Non-Compete”)Westminster American Insurance Company.

Non-Competition. Executive hereby acknowledges For the Restricted Period, Parent and agrees that, during the course of employment, in addition to Executive’s access to Confidential Information, Executive has becomeSellers shall not, and will become, familiar with and involved in all aspects shall not permit any of the other Restricted Seller Parties to, directly or indirectly, operate or engage in any business or enterprise that is engaged in providing contracted physical, occupational and operations speech-language therapy services to third-party (i) skilled nursing facilities, (ii) assisted living and senior care centers, (iii) pediatric centers or (iv) continuing care retirement communities (each, a “Restricted Line of Business”) within the United States; provided, however, the Sellers or any other Restricted Seller Parties may operate or engage in any Restricted Line of Business in connection with any (i) business that is acquired after the date hereof but prior to the expiration of the Bank Entities. Executive hereby covenants Restricted Period as a result of any acquisition of any Person consummated by the Sellers or any of their Affiliates and agrees that during the Term until the later to occur (ii) current or future hospital joint venture of the Sellers or their Affiliates to the extent such operation or engagement in such Restricted Line of Business is ancillary to the business of such joint venture and conducted in a manner that is consistent with past or current practice. Notwithstanding the foregoing, solely in respect of clause (i) above, to the extent such operation or engagement in such Restricted Line of Business (x) exceeds 50% of the acquired Person’s total revenues for the last reportable twelve-month period prior to the date of acquisition (“TTM Revenue”), no Seller or any Affiliate thereof may consummate the proposed acquisition without obtaining the Buyer’s prior written consent (which may be withheld and/or conditioned by the Buyer in the Buyer’s sole discretion) to the consummation of such acquisition, and (y) (A) generates $25,000,000 or more of the acquired Person’s TTM Revenue, or (B) exceeds 20% of the acquired Person’s TTM Revenue, the Sellers shall (and/or shall cause their Affiliates to) use commercially reasonable efforts to dispose of the Restricted Line of Business within one (1) year after of the Termination Datedate of acquisition; provided, or the Expiration Date that with respect to this clause (the “Restricted Period”y), Executive will not at any time (except for the Bank Entities), directly or indirectly, if Select conducts a competitive auction in any capacity (whether as a proprietor, owner, agent, officer, director, shareholder, organizer, partner, principal, manager, member, employee, contractor, consultant or otherwise): (a) provide any advice, assistance or services order to dispose of the kind or nature which he provided Restricted Line of Business, Select will provide notice of any such auction and shall provide the Buyer with the opportunity, subject to the Buyer entering into a customary confidentiality agreement with Select covering any confidential information to be furnished by Select with respect to such Restricted Line of the Bank Entities or relating to business activities of the type engaged in by any of the Bank Entities within the preceding two yearsBusiness, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either case, a “Competitor”) if (i) such Competitor operates, or is planning to operate, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities and (ii) such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities during the Restricted Period; or (b) sell or solicit sales of Competitive Products to Persons within such 50 mile radius, or assist any Competitor participate in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 does not restrict Executive’s right to (i) own securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) of the outstanding securities of such company and that such ownership does not does not violate: (A) the Code of Conduct or any other policy of the Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete Agreement as of even date herewith (the “Non-Compete”)auction.

Non-Competition. 10.1 The Executive hereby acknowledges shall not compete with the Corporation, the Parent or any of their Affiliates, directly or indirectly. He shall not participate in any capacity whatsoever in a business that would directly or indirectly compete with the Corporation, the Parent or any of their Affiliates, including, without limitation, as an executive, director, officer, employer, principal, agent, fiduciary, administrator of another's property, associate, independent contractor, franchisor, franchisee, distributor or consultant unless such participation is fully disclosed to the Board and agrees thatapproved in writing in advance. In addition, during the course of employmentExecutive shall not have any interest whatsoever in such an enterprise, in addition including, without limitation, as owner, shareholder, partner, limited partner, lender or silent partner. This noncompetition covenant is limited as follows: (a) As to Executive’s access the time period, to Confidential Information, Executive has become, and will become, familiar with and involved in all aspects the duration of the business Executive's employment and operations for a period of the Bank Entities. Executive hereby covenants and agrees that during the Term until the later to occur of the date one (1) year after years following the Termination Date, or the Expiration Date (the “Restricted Period”), Executive will not at any time (except for the Bank Entities), directly or indirectly, in any capacity (whether as a proprietor, owner, agent, officer, director, shareholder, organizer, partner, principal, manager, member, employee, contractor, consultant or otherwise): (a) provide any advice, assistance or services date of the kind or nature which he provided to any termination of the Bank Entities or relating to business activities of the type engaged in by any of the Bank Entities within the preceding two years, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either case, a “Competitor”) if (i) such Competitor operates, or is planning to operate, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities and (ii) such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities during the Restricted Period; orhis employment; (b) sell or solicit sales of Competitive Products to Persons within such 50 mile radius, or assist any Competitor in such sales activities. Notwithstanding any provision hereof As to the contrarygeographical area, this Section 8.5 does not restrict the territory in which a specific product had been actively exploited by the Corporation, the Parent and/or their Affiliates during the period of Executive’s right employment; (c) As to (i) own the nature of the activities, to duties or activities which are identical or substantially similar to those performed or carried on by the Executive at or during Executive’s employment. 10.2 The foregoing stipulation shall nevertheless not prevent the Executive from buying or holding shares or other securities of any Entity that files periodic reports with a corporation or entity other than the Securities and Exchange Commission under Section 13 Corporation or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less Parent whose securities are publicly traded on a recognized stock exchange where the securities so held by the Executive do not represent more than two five percent (25%) of the outstanding securities voting shares of such company other corporation or entity and that such ownership does do not does allow for its control. 10.3 The Executive also undertakes, for the same period and in respect of the same territory referred to hereinabove in subsections 10.1(a), (b) and (c), not violate: (A) to solicit clients or do anything whatsoever to induce or to lead any person to end, in whole or in part, business relations with the Code of Conduct Corporation, the Parent or any other policy of their Affiliates. 10.4 The Executive also undertakes, for the same period and in respect of the Banksame territory referred to hereinabove in subsections 10.1(a), including (b) and (c), not to induce, attempt to induce or otherwise interfere in the relations which the Corporation, the Parent or any policy related to inside information; (B) of their Affiliates has with their distributors, suppliers, representatives, agents and other parties with whom any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of them deals. 10.5 The Executive also undertakes, for the same period and in respect of the Bank. same territory referred to in subsections 10.1(a), (b) and (c), not to induce, attempt to induce or otherwise solicit the personnel of the Corporation, the Parent or their Affiliates to leave their employment with the Corporation, the Parent or any of their Affiliates nor to hire the personnel of the Corporation, the Parent or any of their Affiliates for any enterprise in which the Executive has an interest. 10.6 The Executive acknowledges that the provisions of this Section 10 are limited as to the time period, the geographic area and the nature of the activities to what the parties have also entered into that certain Non-Compete deem necessary to protect the legitimate interests of the Corporation, the Parent and their Affiliates, while allowing the Executive to earn his living. 10.7 Nothing in this Section 10 shall operate to reduce or extinguish the obligations of the Executive arising at law or under this contract which survive at the termination of this Agreement as in reason of even date herewith (their nature and, in particular, without limiting the “Non-Compete”)foregoing, the Executive's duty of loyalty and obligation to act faithfully, honestly and ethically.

Non-Competition. A. Executive acknowledges and recognizes the highly competitive nature of the busi-ness of the Company and that he provides essential and unique services to the Company. Accordingly, despite that the terms contained herein may limit Executive's ability to engage in certain business pursuits during the Restricted Period (as defined below), Executive hereby acknowledges agrees as follows: During the Term and agrees that, during for the course of employment, in addition to Executive’s access to Confidential Information, Executive has become, and will become, familiar with and involved in all aspects period ending three years following the termination of the business Term and operations of Executive's employment with the Bank Entities. Executive hereby covenants and agrees that during the Term until the later to occur of the date Company for any reason other than an involuntary termination without Cause or a voluntary resignation by Executive, each within one (1) year after of a Change of Control (as defined herein) of the Termination Date, or the Expiration Date Company (the “"Restricted Period”"), Executive will not at not, whether on Executive's own behalf or on behalf of or in conjunction with any time person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (except for the Bank Entities), directly or indirectly, in any capacity "Person"): (whether as a proprietor, owner, agent, I) become an officer, director, shareholder, organizer, partner, principal, manager, memberjoint venturer, employee, contractoragent, consultant or otherwise): five percent (a5%) or more shareholder (either directly or indirectly) of, or promote, provide services to or assist in any adviceway, assistance any person or services entity which directly competes with any business of the kind Company or nature which he provided to any of its affiliates in which the Bank Entities Company or relating to business activities such affiliates are engaged as of the type engaged in by any date of Executive's termination of employment with the Company, and which constitutes, on a consolidated basis, at least ten percent (10%) of the Bank Entities within the preceding two yearsCompany's revenues (hereinafter, engage in a "Competing Business"). Executive acknowledges that such restriction may limit his ability to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (engage in either case, a “Competitor”) if (i) such Competitor operates, or is planning to operate, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities and (ii) such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities certain business pursuits during the Restricted Period, but also acknowledges that the Company has provided significantly higher remuneration and benefits from the Company, as provided herein, than that which he otherwise would have received to adequately compensate him for such restriction. Executive has had an opportunity to consult with an attorney with respect to these restrictions; or (bII) sell or solicit sales of Competitive Products to Persons within such 50 mile radiusinterfere with, or assist any Competitor in such sales activities. Notwithstanding any provision hereof attempt to interfere with, business relationships (whether formed before, on or after the contrarydate of this Agreement) between the Company and customers, this Section 8.5 does not restrict Executive’s right to (i) own securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 clients, suppliers, partners, members or 15(d) investors of the Securities Exchange Act Company. B. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Paragraph 10 to be reasonable, if a final determination is made by an arbitrator or arbitrators, or by a court of 1934, as amended; provided competent jurisdiction that Executive’s total ownership constitutes less than two percent (2%) of the outstanding securities of such company and that such ownership does not does not violate: (A) the Code of Conduct time or territory or any other policy restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and terri-tory and to such maximum extent as such court may judicially d▇▇▇▇▇▇▇▇ ▇r indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restric-tion contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete Agreement as of even date herewith (the “Non-Compete”)restrictions contained herein.

Non-Competition. (a) Upon any termination of Executive's employment hereunder, other than a termination, (whether by resignation, voluntary or involuntary) in connection with a Change in Control, as a result of which the Bank is paying Executive hereby acknowledges and agrees that, during the course benefits under Section 6 of employment, in addition to Executive’s access to Confidential Informationthis Agreement, Executive has become, and will become, familiar agrees not to compete with and involved in all aspects of the business and operations of the Bank Entities. Executive hereby covenants and agrees that during and/or the Term until the later to occur Company for a period of the date one (1) year after following such termination within twenty-five (25) miles of any existing branch of the Termination DateBank or any subsidiary of the Company or within twenty-five (25) miles of any office for which the Bank, the Company or a Bank subsidiary of the Expiration Date (Company has filed an application for regulatory approval to establish an office, determined as of the “Restricted Period”)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 will shall not at any time (except work for the Bank Entities)or advise, consult or otherwise serve with, directly or indirectly, in any capacity (whether as a proprietorentity whose business materially competes with the depository, owner, agent, officer, director, shareholder, organizer, partner, principal, manager, member, employee, contractor, consultant lending or otherwise): (a) provide any advice, assistance or services of the kind or nature which he provided to any of the Bank Entities or relating to other business activities of the type 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 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 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 by any other lines and/or of a different nature than the Bank Entities within and/or the preceding two yearsCompany, to any Person who owns or operates and that the enforcement of a Competitive Business or to any Person that is attempting to initiate or acquire remedy by way of injunction will not prevent Executive from earning a Competitive Business (in either case, a “Competitor”) if (i) such Competitor operates, or is planning to operate, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of livelihood. Nothing herein will be construed as prohibiting the Bank Entities and (ii) such Branch competes or will compete with and/or the products or services offered or planned Company from pursuing any other remedies available to be offered by the Bank Entities during and/or the Restricted Period; orCompany for such breach or threatened breach, including the recovery of damages from Executive. (b) sell Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the Bank. Executive will not, during or solicit sales after the term of Competitive Products his employment, disclose any knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof to Persons within such 50 mile radiusany person, firm, corporation, or assist other entity for any Competitor in reason or purpose whatsoever (except for such sales activitiesdisclosure as may be required to be provided to any federal banking agency with jurisdiction over the Bank or Executive). Notwithstanding the foregoing, Executive may disclose any provision hereof to knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the contrary, this Section 8.5 does not restrict Executive’s right to (i) own securities of any Entity that files periodic reports with the Securities business plans and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) of the outstanding securities of such company and that such ownership does not does not violate: (A) the Code of Conduct or any other policy activities of the Bank, including and Executive may disclose any policy related to inside information; (B) any applicable securities law; information regarding the Bank or (C) any applicable standstill the Company which is otherwise publicly available. In the event of a breach or other similar contractual obligation threatened breach by Executive of the Bankprovisions of this Section, the Bank will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof, or from rendering any services to any person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. The parties have also entered into that certain Non-Compete Agreement Nothing herein will be construed as prohibiting the Bank from pursuing any other remedies available to the Bank for such breach or threatened breach, including the recovery of even date herewith (the “Non-Compete”)damages from Executive.

Non-Competition. Executive hereby (a) During the period commencing on the Effective Date and continuing until the earlier of (A) March 16, 2018 and (B) the date that Trican Parent ceases to directly or indirectly own at least 5% of the issued and outstanding Class A Units and 100% of the issued and outstanding Class C Units, Trican and its Affiliates shall not directly or indirectly: (i) compete with the Company or its Subsidiaries in the Territory in the oil field services business; (ii) have an interest in any Person that competes in the Territory directly or indirectly with the Company or its Subsidiaries in any capacity (a “Competitive Business”), including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) knowingly interfere in any respect with the business relationships (whether formed prior to or after the date of this Agreement) between the Company and its Subsidiaries, on the one hand, and any of their respective customers, suppliers or partners, on the other hand; provided, however, that the foregoing shall not prohibit, or be interpreted as prohibiting, Trican Parent and its Affiliates from (1) conducting activities constituting or relating to the Excluded Businesses, the Excluded Assets and the Excluded Liabilities (as such terms are defined in the Trican Purchase Agreement); (2) making equity investments in publicly owned companies which constitute a Competitive Business, provided such investments do not exceed 10% of the outstanding common equity of such publicly owned companies or (3) entering into any licensing or other agreements relating to the intellectual property of Trican Parent and its Affiliates; provided, that such licensing or other agreements are in compliance with, and do not breach or violate, the Intellectual Property License Agreement (as defined in the Trican Purchase Agreement). Notwithstanding the foregoing, nothing contained in this Section 4.5(a) or elsewhere in this Agreement shall prevent a Person that acquires all of the equity interests of Trican Parent (whether by acquisition of equity interests, merger or otherwise) from continuing to conduct its and its Affiliates business and operations in and outside of the Territory; provided, that in the event a Person consummates an acquisition, directly or indirectly, of all or substantially all of the assets of Trican or a majority of the common equity interests of Trican (whether by acquisition of equity interests, merger or otherwise), Trican shall provide notice of such sale transaction (the “Transaction Notice”) no later than three days after the consummation of such acquisition transaction and the Company shall have the option, but not the obligation, upon notice to Trican delivered no later than 60 days after receipt of the Transaction Notice, to purchase the Units formerly Held by Trican prior to such sale transaction (including the Class C Units) for Fair Market Value (and in the case of Class C Units, such Fair Market value shall be calculated as if such Class C Units were converted to Class A Units on a fully diluted basis based on the Fair Market Value for such Units immediately prior to exercise of this purchase option) (as determined by an independent valuation firm selected by the Management Board (unless a prior valuation has been undertaken in the 30 day period prior to such calculation of Fair Market Value, in which case Fair Market Value shall be based on such prior valuation)). (b) During the period commencing on the Effective Date and continuing until March 16, 2018, the Cerberus Funds, the Company and their respective Controlled Affiliates shall not directly or indirectly (A) compete with Trican Parent or its Affiliates in Canada in the oilfield services business, (B) have an interest in any Person that competes directly or indirectly in Canada with Trican Parent or its Affiliates, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant (other than (x) with respect to any industrial services or completion tools business and (y) Persons so competing with Trican Parent or its Affiliates with less than 25% of revenue in the prior fiscal year attributable to such Person’s Canadian operations, provided that the Cerberus Funds, the Company or their respective Affiliates (as applicable) substantially divest the Canadian assets or operations of such Person within 180 days of acquiring such Person) or (C) knowingly interfere in any respect with the business relationships (whether formed prior to or after the date of this Agreement) between Trican Parent and its Subsidiaries, on the one hand, and any of their respective customers, suppliers or partners, on the other hand; provided, however, that the foregoing shall not (i) restrict the Cerberus Funds and its Affiliates (other than the Cerberus Managers and those personnel of Cerberus Capital Management, L.P. and Cerberus Operations & Advisory Company LLC that are directly involved in monitoring the investment in the Company) from participating in any distressed debt and lending transactions (including debt to equity conversions) and (ii) prohibit or be interpreted as prohibiting the Cerberus Funds, the Company or any of their respective Controlled Affiliates from making equity investments in any publicly owned company (provided such investment does not exceed 10% of the outstanding common equity of such publicly owned company) or, in the case of the Cerberus Funds and its Controlled Affiliates (other than the Company), from receiving any customary “equity kicker” in connection with a debt investment in any Person. Notwithstanding the foregoing, nothing contained in this Section 4.5(b) or elsewhere in this Agreement shall prevent a Person that acquires the equity interests of all of the Company (whether by acquisition of equity interests, merger or otherwise) from continuing to conduct its and its Affiliates business and operations in and outside of the Territory. (c) Each of Trican, the Company and the Cerberus Funds acknowledges and agrees that the time, scope, geographic area and other provisions of this Section 4.5 have been specifically negotiated by sophisticated commercial parties and agree that all such provisions are reasonable under the circumstances of the transactions contemplated hereby. It is the intention of the parties that if any of the provisions contained in this Section 4.5 are held to cover a geographic area or to be for a length of time that is not permitted by applicable Law, or is in any way construed to be too broad or to any extent invalid, such provisions shall not be construed to be null, void and of no effect, but to the extent such provision would then be valid or enforceable under applicable Law, such provisions shall be construed and interpreted or reformed to provide for a restriction or covenant having the maximum enforceable geographic area, time period and other provisions as shall be valid and enforceable under applicable Law. (d) Each of Trican, the Company and the Cerberus Funds further acknowledges and agrees that, during in the course event of employment, in addition to Executive’s access to Confidential Information, Executive has become, and will become, familiar with and involved in all aspects a breach or threatened breach of the business and operations of the Bank Entities. Executive hereby covenants and agrees that during the Term until the later to occur of the date one (1) year after the Termination Date, or the Expiration Date (the “Restricted Period”), Executive will not at any time (except for the Bank Entities), directly or indirectly, in any capacity (whether as a proprietor, owner, agent, officer, director, shareholder, organizer, partner, principal, manager, member, employee, contractor, consultant or otherwise): (a) provide any advice, assistance or services of the kind or nature which he provided to any of the Bank Entities provisions of this Section 4.5, Trican, the Company or relating the Cerberus Funds (as applicable) shall be entitled to business activities of immediate injunctive relief, as any such breach would cause irreparable injury for which such party would have no adequate remedy at law. Nothing contained in this Section 4.5 shall be construed so as to prohibit Trican, the type engaged in by Company or the Cerberus Funds or any of the Bank Entities within the preceding two yearstheir respective Affiliates from pursuing any other remedies available to them under this Agreement, to at law or in equity for any Person who owns such breach or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either case, a “Competitor”) if (i) such Competitor operates, or is planning to operate, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities and (ii) such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities during the Restricted Period; orthreatened breach. (be) sell or solicit sales of Competitive Products to Persons within such 50 mile radius, or assist any Competitor in such sales activities. Notwithstanding any provision hereof to the contrary, ▇▇▇▇▇ Group shall be an express third-party beneficiary under this Section 8.5 does not restrict Executive’s right 4.5 and the Members hereby acknowledge and agree that ▇▇▇▇▇ Group shall be entitled to (i) own securities enforce the provisions of any Entity that files periodic reports with the Securities and Exchange Commission under this Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) of the outstanding securities of such company and that such ownership does not does not violate: (A) the Code of Conduct or any other policy of the Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete Agreement as of even date herewith (the “Non-Compete”)4.5.

Non-Competition. Executive hereby acknowledges and agrees that, during (a) For a period of two (2) years commencing on the course of employment, in addition to Executive’s access to Confidential Information, Executive has become, and will become, familiar with and involved in all aspects of the business and operations of the Bank Entities. Executive hereby covenants and agrees that during the Term until the later to occur of the date one (1) year after the Termination Date, or the Expiration Closing Date (the “Restricted Period”), Executive will Seller Parent shall not, and shall not at permit any time other Restricted Party to, directly or indirectly, (except i) engage in the Exploitation of any (A) intravenous small molecule anti-hypertensive agent, (B) intravenous small molecule antiplatelet agent or (C) intravenous direct thrombin inhibitor anywhere in the world (the “Restricted Business”) or (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in any capacity, including as a partner, shareholder, member, principal, agent, trustee or consultant; provided, however, that, notwithstanding the foregoing, this Section 9.10(a) shall not prohibit Seller Parent or any other Restricted Party or any of their respective Affiliates from (i) acquiring or owning securities of a Person whose securities are publicly traded on a recognized securities exchange or quotation system representing not in excess of five percent (5%) of any class of such securities; (ii) after giving effect to the Transactions, continuing to engage in any business currently conducted by any Restricted Party or any of their respective Affiliates, whether or not any one or more products or services associated with such business activities might be deemed to be competitive in some manner with the Restricted Business, including, for the Bank Entitiesavoidance of doubt, the Exploitation of the products and product candidates of Seller Parent and its Subsidiaries other than the Products and the utilization of the Excluded Assets, but excluding the development or commercialization of any product candidate competitive in some manner with the Restricted Business, it being understood and agreed that the product candidates set forth on Schedule 9.10 are not competitive with the Restricted Business; (iii) purchasing products or services from, or selling products or services to, or otherwise engaging in a subcontracting or commercial relationship with, an entity that is engaged in a Restricted Business; (iv) performing its obligations under this Agreement or any Ancillary Agreement or otherwise taking actions in connection with the winding up of the Business; (v) acquiring any Person (or any interest therein), including through the creation of any joint venture or partnership, that engages, directly or indirectly, in any capacity a Restricted Business, if (whether as a proprietorx) in its last full fiscal year prior to such acquisition, owner, agent, officer, director, shareholder, organizer, partner, principal, manager, member, employee, contractor, consultant or otherwise): the consolidated revenues of such Person from the Restricted Business constituted less than twenty percent (a20%) provide any advice, assistance or services of the kind total consolidated revenues of such Person, or nature which he provided (y) in its last full fiscal year prior to any such acquisition, the consolidated revenues of such Person from the Restricted Business constituted less than thirty-five percent (35%) of the Bank Entities or relating to business activities total consolidated revenues of such Person and, following such acquisition, the type engaged in by any applicable Restricted Party uses, until the expiration of the Bank Entities within the preceding two years, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either case, a “Competitor”) if (i) such Competitor operates, or is planning to operate, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities and (ii) such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities during the Restricted Period, reasonable best efforts to sell that portion of the business of such Person as constitutes a Restricted Business; oror (vi) acquiring rights to any product (whether by purchase, license or otherwise) that may be used in a Restricted Business, as long as either such product is not so employed or is a product that falls within the exception set forth in clause (v) of this sentence as if any such product was an acquired Person for purposes of such clause (v). For the avoidance of doubt, this Section 9.10(a) shall not bind any purchaser of all or substantially all of Seller Parent’s capital stock or assets, whether by merger, asset sale, stock sale or otherwise. (b) sell Seller Parent acknowledges that a breach or solicit sales threatened breach of Competitive Products this Section 9.10 would give rise to Persons within irreparable harm to Buyer, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by Seller Parent of any such 50 mile radiusobligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond or assist prove damages). (c) Seller Parent acknowledges that the restrictions contained in this Section 9.10 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the Transactions. In the event that any Competitor covenant contained in this Section 9.10 should ever be adjudicated to exceed the time, geographic, product or service or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such sales activitiesjurisdiction to the maximum time, geographic, product or service or other limitations permitted by applicable Law. Notwithstanding any The covenants contained in this Section 9.10 and each provision hereof to the contrary, this Section 8.5 does not restrict Executive’s right to (i) own securities are severable and distinct covenants and provisions. The invalidity or unenforceability of any Entity that files periodic reports with such covenant or provision as written shall not invalidate or render unenforceable the Securities remaining covenants or provisions hereof, and Exchange Commission under Section 13 any such invalidity or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) of the outstanding securities of unenforceability in any jurisdiction shall not invalidate or render unenforceable such company and that such ownership does not does not violate: (A) the Code of Conduct covenant or provision in any other policy of the Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete Agreement as of even date herewith (the “Non-Compete”)jurisdiction.

Non-Competition. Executive hereby acknowledges During the term of this Agreement and agrees thatfor a period of --------------- six (6) months thereafter, during the course of employment, in addition to Executive’s access to Confidential Information, Executive has become, and will become, familiar with and involved in all aspects of the business and operations of the Bank Entities. Executive hereby Employee covenants and agrees with Company that during the Term until the later to occur of the date one (1) year after the Termination Date, or the Expiration Date (the “Restricted Period”), Executive will not at any time (except for the Bank Entities)he shall not, directly or indirectly, conduct, provide financial assistance to (whether through a loan or otherwise), act as an independent contractor, hold an equity or profit sharing interest in (except for ownership of less than 1% of the outstanding share in a company whose stock is publicly traded), in any manner have a business interest in, be employed by, or in any other manner take part in, any commodity or securities brokerage business or other business in the United States of America which is competitive with the business of the Company as such business is conducted during the term of this Agreement except that Employee at all times after the term of this Agreement may execute orders as a floor broker and trade for his own account and, in addition, may function as a commodity trading advisor, pool operator or introducing broker subject to the restrictions set forth in the next sentence of this paragraph and provided that Employee clears all commodity trades which are affected in connection with Employee's activities as a commodity trading advisor, pool operator or introducing broker through the Company so long as the Company has the ability to clear such trades and does not charge more than for such clearing functions than the rates otherwise available to Employee. Provided, however, this provision number 6 shall not be applicable to Employee should Employee function solely as an attorney in any capacity relating to or connected with the futures industry. During the term of this Agreement and for a period of eighteen (whether l8) months thereafter, Employee covenants and agrees with the Company that he shall not, directly or indirectly; (a) solicit or provide commodity or securities brokerage services to any persons or entities that are or were during the period by this sentence customers of the Company, either as a proprietor, owneran employee, agent, officerconsultant, directorlicensee, shareholder, organizer, partner, principal, manager, member, employee, independent contractor, consultant owner or otherwise): (a) provide any advice, assistance or services of the kind or nature which he provided to any of the Bank Entities or relating to business activities of the type engaged in by any of the Bank Entities within the preceding two years, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either case, a “Competitor”) if (i) such Competitor operates, or is planning to operate, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities and (ii) such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities during the Restricted Period; or (b) sell solicit for employment or solicit sales employ any persons who are or were during the period covered by this sentence employees of Competitive Products to Persons within such 50 mile radius, or assist any Competitor the company. In the event that the term of Employee's employment hereunder shall not be extended by the Company beyond the term provided for in such sales activities. Notwithstanding any provision paragraph 2 hereof on terms (including compensation) substantially equivalent to the contraryterms set forth in this Agreement except by reason of a termination for "good cause" as defined in paragraph 2 hereof, Employee shall receive severance pay of $100,000 in a lump sum payment at the time of such termination. Employee shall remain subject to the provisions contained in this Section 8.5 paragraph 6 for the full periods specified herein. In the event that the Company offers to extend the term of Employee's employment hereunder on substantially equivalent terms and Employee does not restrict Executive’s right accept such offer, Employee's obligations pursuant to (i) own securities the first sentence of any Entity this paragraph 6 shall cease and be of no further force and effect provided, however, if the Company shall pay Employee in a lump sum payment, an amount equal to 50% of Employee's annual base salary, Employee shall remain subject to the provisions contained in the first sentence of this paragraph 6 for the full six month period specified therein. In the event, that files periodic reports with Employee voluntarily terminates his employment hereunder, Employee's obligations pursuant to the Securities first sentence of this paragraph 6 shall cease and Exchange Commission under Section 13 or 15(d) be of no further force and effect; provided, however, if the Securities Exchange Act company shall pay Employees in a lump sum payment, an amount equal to 50% of 1934Employee's annual base salary, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) Employee shall remain subject to the provisions contained in the first sentence of this paragraph 6 for the outstanding securities of such company and that such ownership does not does not violate: (A) the Code of Conduct or any other policy of the Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete Agreement as of even date herewith (the “Non-Compete”)full six month period specified therein.

Non-Competition. Executive hereby acknowledges and agrees that, during the course (a) Upon any termination of employment, in addition to Executive’s access to Confidential Informationemployment hereunder, other than a termination (whether by resignation, voluntary or involuntary) in connection with a Change in Control, as a result of which the Bank is paying Executive benefits under Section 6 of this Agreement, Executive has become, and will become, familiar agrees not to compete with and involved in all aspects of the business and operations of the Bank Entities. Executive hereby covenants and agrees that during and/or the Term until the later to occur Company for a period of the date one (1) year after following such termination within twenty-five (25) miles of any existing branch of the Termination DateBank or any subsidiary of the Company or within twenty-five (25) miles of any office for which the Bank, the Company or a Bank subsidiary of the Expiration Date (Company has filed an application for regulatory approval to establish an office, determined as of the “Restricted Period”)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 will shall not at any time (except work for the Bank Entities)or advise, consult or otherwise serve with, directly or indirectly, in any capacity (whether as a proprietorentity whose business materially competes with the depository, owner, agent, officer, director, shareholder, organizer, partner, principal, manager, member, employee, contractor, consultant lending or otherwise): (a) provide any advice, assistance or services of the kind or nature which he provided to any of the Bank Entities or relating to other business activities of the type 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 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 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 by any other lines and/or of a different nature than the Bank Entities within and/or the preceding two yearsCompany, to any Person who owns or operates and that the enforcement of a Competitive Business or to any Person that is attempting to initiate or acquire remedy by way of injunction will not prevent Executive from earning a Competitive Business (in either case, a “Competitor”) if (i) such Competitor operates, or is planning to operate, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of livelihood. Nothing herein will be construed as prohibiting the Bank Entities and (ii) such Branch competes or will compete with and/or the products or services offered or planned Company from pursuing any other remedies available to be offered by the Bank Entities during and/or the Restricted Period; orCompany for such breach or threatened breach, including the recovery of damages from Executive. (b) sell Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the Bank. Executive will not, during or solicit sales after the term of Competitive Products his employment, disclose any knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof to Persons within such 50 mile radiusany person, firm, corporation, or assist other entity for any Competitor in reason or purpose whatsoever (except for such sales activitiesdisclosure as may be required to be provided to any federal banking agency with jurisdiction over the Bank or Executive). Notwithstanding the foregoing, Executive may disclose any provision hereof to knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the contrary, this Section 8.5 does not restrict Executive’s right to (i) own securities of any Entity that files periodic reports with the Securities business plans and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) of the outstanding securities of such company and that such ownership does not does not violate: (A) the Code of Conduct or any other policy activities of the Bank, including and Executive may disclose any policy related to inside information; (B) any applicable securities law; information regarding the Bank or (C) any applicable standstill the Company which is otherwise publicly available. In the event of a breach or other similar contractual obligation threatened breach by Executive of the Bankprovisions of this Section, the Bank will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof, or from rendering any services to any person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. The parties have also entered into that certain Non-Compete Agreement Nothing herein will be construed as prohibiting the Bank from pursuing any other remedies available to the Bank for such breach or threatened breach, including the recovery of even date herewith (the “Non-Compete”)damages from Executive.

Non-Competition. Executive hereby acknowledges that he has and, while employed, will acquire unique and agrees thatvaluable experience with respect to the businesses, during the course of employmentoperations, in addition to Executive’s access to Confidential Information, Executive has become, plans and will become, familiar with and involved in all aspects strategies of the business Company and operations of the Bank Entitiesits subsidiaries. Executive hereby covenants and agrees that during the Term until term of this Agreement and any period thereafter during which he is receiving payments pursuant to Subsections 7(b)(i)-(ii) and 7(c)(i)-(iv) hereof (but, in no event longer than two (2) years following Executive’s termination of employment), he will not directly or indirectly compete with the later to occur business of the date one Company or its subsidiaries. For purposes of this Agreement, the term “compete with the business of the Company and its subsidiaries” shall include Executive’s participation in any operations whose primary business competes with any business now conducted by the Company or its subsidiaries, including the sale or rental of menswear (1) year after including formalwear), men’s accessories or men’s shoes at retail, the Termination Datesale or rental of occupational uniforms or other corporate wear merchandise, dry cleaning, or any material line of business proposed to be conducted by the Expiration Date (Company or one or more of its subsidiaries known to Executive and with respect to which Executive devoted time as part of his employment hereunder on behalf of the “Restricted Period”)Company or one or more of its subsidiaries, Executive will not at any time (except for the Bank Entities), directly whether such participation is individually or indirectly, in any capacity (whether as a proprietor, owner, agent, an officer, director, shareholderjoint venturer, organizeragent or holder of an interest (except as a holder of a less than 1% interest in a publicly traded entity or mutual fund) of any individual, partnercorporation, principalassociation, managerpartnership, memberjoint venture or other business entity so engaged; provided, employeehowever, contractor, consultant or otherwise): (athat passive interests held by Executive in private companies through hedge funds and private equity investments shall not violate this Section 9(a) provide so long as Executive does not have any advice, assistance or services involvement with respect to any companies which could reasonably be considered to be a competitor of the kind Company or nature which he provided to any of the Bank Entities or relating to business activities of the type engaged in by any of the Bank Entities within the preceding two years, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business its subsidiaries (in either case, a “Competitor”), including consultation with the private equity firm, the hedge fund or any of the principals thereof, with respect to making an investment into a Competitor. This non-competition covenant shall be applicable with respect to the United States, Canada, the United Kingdom and any other country in which Executive would be competing with the business of the Company or its subsidiaries as set forth in this Section 9(a). For the avoidance of doubt, Executive shall not violate this Section 9(a) if (i) by providing services to a unit, division or subsidiary of an entity where such Competitor operatesentity or a subsidiary thereof, other than a subsidiary to which Executive is providing services, competes with a business of the Company or its subsidiaries so long as Executive does not directly or indirectly provide services to the unit, division or subsidiary of the entity which competes with any business of the Company or one or more of its subsidiaries and does not provide services to the entity or to any subsidiary thereof that does not complete with any business of the Company where such services relate to, or is planning to operatebenefit, any officeunit, branch division or other facility (in any case, a “Branch”) subsidiary that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities and (ii) such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities during the Restricted Period; or (b) sell or solicit sales of Competitive Products to Persons within such 50 mile radius, or assist any Competitor in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 does not restrict Executive’s right to (i) own securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) of the outstanding securities of such company and that such ownership does not does not violate: (A) the Code of Conduct or any other policy of the Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete Agreement as of even date herewith (the “Non-Compete”)so competes.

Non-Competition. Executive hereby acknowledges and agrees that(a) Except as otherwise provided in this Agreement, during for a period of five (5) years after the course of employmentContribution Closing Date, in addition to Executive’s access to Confidential Information, Executive has becomethe Contributor Parties shall not, and will become, familiar with and involved in all aspects shall cause each of the business and operations of the Bank Entities. Executive hereby covenants and agrees that during the Term until the later their respective Subsidiaries to occur of the date one (1) year after the Termination Date, or the Expiration Date (the “Restricted Period”), Executive will not at any time (except for the Bank Entities)not, directly or indirectly, in any capacity (whether as a proprietorengage in, owneror acquire an equity interest in, agent, officer, director, shareholder, organizer, partner, principal, manager, member, employee, contractor, consultant or otherwise): (a) provide any advice, assistance or services of the kind or nature which he provided to any of the Bank Entities or relating to business activities of the type engaged in by any of the Bank Entities within the preceding two years, debt financing to any Person who owns is engaged in, the Restricted Business in the United States (the “Restricted Territory”). Nothing in this Agreement or operates a Competitive in the definition of Restricted Business shall prohibit or to in any Person that is attempting to initiate or acquire a Competitive Business (in either case, a “Competitor”) if way restrict any ETP Entity from: (i) acquiring or owning equity securities in Acquirer or otherwise entering into or exercising any rights of such Competitor operates, ETP Entity pursuant to the ETP CRSA or is planning to operate, any office, branch acquiring or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius owning less than 5% of the Bank’s headquarters or outstanding voting power of any Branch of the Bank Entities and other publicly traded Person, including if such Person is a Restricted Business; (ii) such Branch competes or will compete with performing its obligations under the products or services offered or planned to be offered by the Bank Entities during the Restricted PeriodTransaction Agreements; or (biii) sell acquiring the assets or solicit sales of Competitive Products to Persons within such 50 mile radius, capital stock or assist any Competitor in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 does not restrict Executive’s right to (i) own securities other equity interests of any Entity that files periodic reports with Person which is engaged in the Securities and Exchange Commission under Section 13 or 15(dRestricted Business (“Acquired Company”) if, in its last full fiscal year prior to such acquisition, the consolidated revenues of such Acquired Company from the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes Restricted Business in the Restricted Territory was less than two twenty-five percent (225%) of the outstanding securities aggregate consolidated revenues of such company Acquired Company; provided, however, that if an ETP Entity acquires an Acquired Company with consolidated revenues from the Restricted Business in the Restricted Territory greater than ten percent (10%) of the aggregate consolidated revenues of such Acquired Company, such ETP entity shall (A) provide Acquirer the exclusive opportunity, for a period of forty-five (45) days following the closing of such acquisition, to negotiate the purchase of such portion of such business that is engaged in the Restricted Business and (B) if such ETP Entity and Acquirer do not enter into an agreement with respect to Acquirer’s purchase of such portion of such business within such forty-five (45)-day period, divest such portion of such business within nine (9) months of the acquisition. (iv) owning or operating Propane Group Assets retained by an ETP Entity in connection with the exercise of the ETP Retention Option in accordance with Section 5.29(b); provided, however, that such ETP Entity agrees to divest such Propane Group Assets within two (2) years of the Contribution Closing Date (or such lesser time that may be required pursuant to an order by a Governmental Authority under any Regulatory Law). (b) The Contributor Parties agree that the duration and geographic scope of the non-competition provision set forth in this Section 5.11 are reasonable. In the event that any court determines that the duration or geographic scope of the restrictions set forth in this Section 5.11, or both, is unreasonable and that such ownership does provision is to that extent unenforceable, the Parties agree that the provision shall remain in full force and effect for the greatest time period and in the greatest area that would not does render it unenforceable. The Parties intend that this non-competition provision shall be deemed to be a series of separate covenants, one for each and every county of each and every state of the United States of America. Additionally, because of the difficulty of measuring economic losses to Acquirer as a result of a breach of this Section 5.11, and because of the immediate and irreparable damage that could be caused to Acquirer for which it may not violate: (A) the Code of Conduct or have any other policy adequate remedy, the Contributor Parties agree that Acquirer may seek to enforce the provisions of the Bankthis Section 5.11 by seeking to obtain injunctions, including any policy related restraining orders and other equitable actions pursuant to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete Agreement as of even date herewith (the “Non-Compete”)Section 9.4.

Non-Competition. Executive hereby acknowledges and agrees that, during From the course of employment, in addition to Executive’s access to Confidential Information, Executive has become, and will become, familiar with and involved in all aspects Closing Date until the third (3rd) anniversary of the business and operations of the Bank Entities. Executive hereby covenants and agrees that during the Term until the later to occur of the date one (1) year after the Termination Closing Date, the Sellers shall not own, manage, operate, control or participate in the Expiration Date (the “Restricted Period”)ownership, Executive will not at management, operation or control of any time (except for the Bank Entities)business, whether in corporate, proprietorship or partnership form or otherwise, that is engaged, directly or indirectly, in any capacity (whether as a proprietor, owner, agent, officer, director, shareholder, organizer, partner, principal, manager, member, employee, contractor, consultant or otherwise): the business of (a) provide any advicesoliciting, assistance or services originating, underwriting, financing, refinancing and brokering Mortgage loans for sale to Mortgage Program Sponsors under the Mortgage Programs transferred to the Purchaser as part of the kind Acquired Assets or nature which he provided (b) acting as “primary servicer,” “master servicer, ” “special servicer” or “sub-servicer” in respect of Mortgage loans (any such business referred to any of the Bank Entities under clause (a) or relating to business activities of the type engaged in by any of the Bank Entities within the preceding two years, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either caseb), a “CompetitorRestricted Business”) if ); provided, however, that the restrictions contained in this Section 5.11 shall not restrict (i) such Competitor operates, or is planning to operate, any office, branch or other facility (in any case, the Sellers from acting as a “Branch”) that is (special servicer” on a contract basis for Mortgage loans not involving the direct servicing of Mortgage loans for third party Securitizations or is proposed Mortgage Program Sponsors under the Mortgage Programs transferred to be) located within a fifty (50) mile radius the Purchaser as part of the Bank’s headquarters or any Branch of the Bank Entities and Acquired Assets, (ii) such Branch competes or will compete with any activities of Capmark Bank, (iii) the products or services offered or planned to be offered by the Bank Entities during the Restricted Period; or (b) sell or solicit sales of Competitive Products to Persons within such 50 mile radius, or assist any Competitor Sellers from engaging in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 does not restrict Executive’s right to (i) own securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) of the outstanding securities of such company and that such ownership does not does not violate: servicing (A) the Code of Conduct any Mortgage loans held by any Seller or any other policy Affiliate of the Bankany Seller or for which any Seller or any such Affiliate acts as agent, including any policy related to inside information; or (B) any applicable securities law; third party mortgage loans under programs and arrangements currently conducted by any Seller or any Affiliate of any Seller other than the Servicing Agreements, including New Markets Tax Credits, military housing, and affordable housing mortgage loans or bonds related to the low income housing tax credit business (for purposes of this clause (iii), the term “Affiliate” shall not include any Person that Controls Parent or any Person (other than Sellers and any Person Controlled by any Seller) Controlled by such Person), (iv) any third party who acquires any Seller or Affiliate of the Sellers by way of a merger, consolidation, combination with, or acquisition of a material portion of the Properties of a Seller or (Cv) the acquisition by the Sellers and their respective Affiliates of (in the aggregate) less than 2% of the outstanding capital stock of any applicable standstill publicly traded company engaged in a Restricted Business. The Parties acknowledge and agree that any remedy at Law for any breach of the provisions of this Section 5.11 may be inadequate, and hereby consent to the granting by any court of an injunction or other similar contractual obligation equitable relief, without the necessity of actual monetary loss being proved, in order that the Bank. The parties have also entered into that certain Non-Compete Agreement as breach or threatened breach of even date herewith (the “Non-Compete”)such provision may be effectively restrained.

Non-Competition. Executive hereby acknowledges and agrees that, during the course For a period of employment, in addition to Executive’s access to Confidential Information, Executive has become, and will become, familiar with and involved in all aspects of the business and operations of the Bank Entities. Executive hereby covenants and agrees that during the Term until the later to occur of the date one two (12) year years after the Termination DateClosing, or the Expiration Date (the “Restricted Period”), Executive will not at neither Seller nor any time (except for the Bank Entities)of its Affiliates shall, directly or indirectly, engage in any capacity (whether business in North America with respect to manufacturing or selling any products which are the same as a proprietor, owner, agent, officer, director, shareholder, organizer, partner, principal, manager, member, employee, contractor, consultant or otherwise): (a) provide any advice, assistance or services of the kind or nature which he provided to any of the Bank Entities Products as in existence on the date hereof through and including the Closing Date in sales to customers in the Quick Service Restaurant and Food Service Distribution businesses (a “Prohibited Business”); provided, however, nothing in this Section 5.9 shall prohibit or relating prevent Seller or any of its Affiliates from: (i) continuing to conduct any business activities it is currently conducting that is not part of the type Business and which would constitute a Prohibited Business, provided that revenues attributed to such business shall not in any twelve month period exceed Fifteen Million Dollars ($15,000,000); (ii) selling boxboard used to make the Products or used to make any other items to any Person, including competitors of the Business; (iii) owning or acquiring up to an aggregate of 10% of the ownership interest of any entity engaged in by any of the Bank Entities within the preceding two years, to any Person who owns or operates a Competitive Prohibited Business or to making passive investments in the ordinary course of business in investment funds that make investments in entities engaged in any Person that is attempting to initiate or acquire a Competitive Business (Prohibited Business, provided that, in either case, a “Competitor”) if (i) none of such Competitor operates, Persons is active in the management or is planning to operate, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius governance of the Bank’s headquarters or any Branch of the Bank Entities and (ii) such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities during the Restricted Periodentity; or (biv) sell owning or solicit sales operating any Prohibited Business if such Prohibited Business was acquired as a result of Competitive Products to Persons within a merger or other acquisition; provided, (x) the revenue generated by any Prohibited Business of such 50 mile radiusacquired entity or business for the preceding fiscal year do not account for more than 25% of the total revenues of such entity or business for such period; and (y) no later than 12 months after such acquisition, the applicable acquiring Person shall have entered into an agreement providing for a divestiture of any Prohibited Business so acquired, so that following the closing of such divestiture the activities of the entity or assist any Competitor business so acquired will once again be in such sales activities. Notwithstanding any provision hereof to the contrary, compliance with this Section 8.5 does not restrict Executive’s right to (i) own securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) of the outstanding securities of such company and that such ownership does not does not violate: (A) the Code of Conduct or any other policy of the Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete Agreement as of even date herewith (the “Non-Compete”)5.9.

Non-Competition. Executive hereby acknowledges and agrees that, during the course of employment, in addition to Executive’s access to Confidential Information, Executive has become, and will become, familiar with and involved in all aspects of the business and operations of the Bank Entities. Executive hereby covenants and agrees that during the Term until the later to occur of the date one (1) year after the Termination Date, or the Expiration Date (the “Restricted Period”), Executive will not at any time (except for the Bank Entities), directly or indirectly, in any capacity (whether as a proprietor, owner, agent, officer, director, shareholder, organizer, partner, principal, manager, member, employee, contractor, consultant or otherwise): (a) provide any advice, assistance or services of the kind or nature which he or she provided to any of the Bank Entities or relating to business activities of the type engaged in by any of the Bank Entities within the preceding two years, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either case, a “Competitor”) if (i) such Competitor operates, or is planning to operate, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities and (ii) such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities during the Restricted Period; or (b) sell or solicit sales of Competitive Products or Services to Persons within such 50 mile radius, or assist any Competitor in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 8.4 does not restrict Executive’s right to (i) own securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) of the outstanding securities of such company and that such ownership does not does not violate: (A) the Code of Conduct or any other policy of the Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties acknowledge that they have also entered into that certain Non-Compete Agreement as of even date herewith August 1, 2014, as may be amended from time to time, which is in addition to and not in lieu of any of the restrictions hereunder (the “Non-CompeteCompete Agreement”).

Non-Competition. Executive hereby acknowledges (i) Unless the Company waives or limits the obligation in accordance with Section 9(b)(ii), you agree that during employment and agrees thatfor the longest of 12 months following the cessation of employment for any reason not covered by Section 6(b) or 6(c), during the course of employment, in addition to Executive’s access to Confidential Information, Executive has become18 months if Section 6(b) applies, and will become, familiar with and involved in all aspects of the business and operations of the Bank Entities. Executive hereby covenants and agrees that during the Term until the later to occur of the date one (124 months if Section 6(c) year after the Termination Date, or the Expiration Date applies (the “Restricted Noncompete Period”), Executive you will not at any time (except for the Bank Entities), directly or indirectly, in any capacity (whether alone or as a proprietor, owner, agentpartner, officer, director, shareholdershareholder or employee of any other firm or entity, organizer, partner, principal, manager, member, employee, contractor, consultant or otherwise): (a) provide engage in any advice, assistance or services commercial activity in competition with any part of the kind or nature which he provided to any Company’s business as conducted as of the Bank Entities date of such termination of employment or relating to business activities with any part of the type engaged Company’s contemplated business with respect to which you have confidential information. For purposes of this clause (i), “shareholder” does not include beneficial ownership of less than 5% of the combined voting power of all issued and outstanding voting securities of a publicly held corporation whose stock is traded on a major stock exchange. Also for purposes of this clause (i), “the Company’s business” includes business conducted by the Company, its subsidiaries, or any partnership or joint venture in which the Company directly or indirectly has ownership of not less than one third of the voting equity. The Noncompete Period will be further extended by any period of time during which you are in violation of Section 9(b). For purposes of this Section 9, competitors of the Bank Entities within the preceding two yearsCompany currently include but are not limited to GfK AG, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either caseIntegrated Media Measurement, a “Competitor”) if (i) such Competitor operatesInc., or is planning to operateThe ▇▇▇▇▇▇▇ Company B.V., any office▇▇▇▇▇▇ ▇▇▇▇▇▇ Sofres PLC, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities and WPP PLC. (ii) such Branch competes At its sole option the Company may, by written notice to you at any time within the Noncompete Period, waive or will compete limit the time and/or geographic area in which you cannot engage in competitive activity. (iii) During the Noncompete Period, before accepting employment with the or agreeing to provide consulting services to, any firm or entity that offers competitive products or services, you must give 30 days’ prior written notice to the Company. Such written notice must be sent by certified mail, return receipt requested (attention: Office of the Chief Legal Officer with a required copy to the Chair of Compensation Committee), must describe the firm or entity and the employment or consulting services offered or planned to be offered by the Bank Entities during the Restricted Period; or (b) sell or solicit sales of Competitive Products to Persons within such 50 mile radius, or assist any Competitor in such sales activities. Notwithstanding any provision hereof rendered to the contraryfirm or entity, and must include a copy of the written offer of employment or engagement of consulting services. The Company must respond or object to such notice within 30 days after receipt, and the absence of a response will constitute acquiescence or waiver of the Company’s rights under this Section 8.5 does not restrict Executive’s right to (i) own securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) of the outstanding securities of such company and that such ownership does not does not violate: (A) the Code of Conduct or any other policy of the Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete Agreement as of even date herewith (the “Non-Compete”)9.

Non-Competition. Executive hereby Shareholder acknowledges that the Confidential Information in the possession of any Shareholder Party would enable such Shareholder Party to establish goodwill with the patients, customers and agrees thatpotential customers, during the course of employment, in addition to Executive’s access to Confidential Information, Executive has becomesuppliers, and will become, familiar with sources or potential sources of referrals who provide products and involved in all aspects services on behalf of the business Companies and operations each of the Bank Entities. Executive hereby covenants Companies’ Subsidiaries or who receive services from the Companies or the Companies’ Subsidiaries and agrees that during the Term until the later to occur Confidential Information constitutes a valuable asset of the date one Companies and the Companies’ Subsidiaries. Shareholder further acknowledges that it has developed relationships with certain of the Companies’ and the Companies’ Subsidiaries’ patients and potential patients, suppliers, contractors or potential contractors, consultants or potential consultants, and sources or potential sources of referrals. Accordingly, BioScrip and Shareholder will (1and shall cause each Shareholder Party to) year after comply with the Termination Date, or the Expiration Date (the “Restricted Period”), Executive will not at any time (except provisions of this Section 12.4.2 for the Bank Entities)period beginning on the Effective Date and ending on the third (3rd) anniversary thereof. During such three-year period, BioScrip and Shareholder agree that no Shareholder Party shall directly or indirectlyindirectly engage in, render services to or become interested in any capacity (whether manner, as a proprietormanager, owner, agentemployee, officer, directorconsultant, shareholder, organizer, or partner, principal, manager, member, employee, contractor, consultant or otherwise): through ownership (a) provide any advice, assistance or services of the kind or nature which he provided to any of the Bank Entities or relating to business activities of the type engaged in by any of the Bank Entities within the preceding two years, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either case, a “Competitor”) if (i) such Competitor operates, or is planning to operate, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities and (ii) such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities during the Restricted Period; or (b) sell or solicit sales of Competitive Products to Persons within such 50 mile radius, or assist any Competitor in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 does not restrict Executive’s right to (i) own securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes than holding less than two percent (2%) of the outstanding equity securities of such company a Person having securities that are listed for trading on a national securities exchange), or otherwise, either alone or in association with others, in any Person that solely provides services that are similar to or competitive with the services provided by the Companies or the Companies’ Subsidiaries, which restrictions shall be applicable within: (i) the Mississippi counties set forth on Exhibit 12.4.2; (ii) the Tennessee counties set forth on Exhibit 12.4.2; (iii) the Kentucky counties set forth on Exhibit 12.4.2; (iv) the Nebraska counties set forth on Exhibit 12.4.2; and (v) the Illinois counties set forth on Exhibit 12.4.2 (collectively, the “Restricted Territory”). For the avoidance of doubt and notwithstanding anything herein to the contrary, nothing herein shall prohibit a Shareholder Party from (i) acquiring and thereafter operating a business (including, but not limited to, a predominantly home infusion business) which includes as a component a home health, hospice, and/or private duty business which operates within the Restricted Territory, provided that such ownership does not does not violate: home health, hospice, and/or private duty business either (Aa) the Code of Conduct or any other policy accounts for less than 10% of the Bankrevenue of the acquired business, including any policy related to inside informationor (b) is divested as soon as commercially practicable, but in no event later than twelve (12) months following the acquisition; (Bii) any applicable securities law; providing non-Medicare certified nursing services within the Restricted Territory in connection with the Shareholder Parties’ businesses that are not being sold under this Agreement (including, but not limited to, the Shareholder Parties’ home infusion, medical supplies, and transitional care businesses), or (Ciii) jointly marketing the Shareholder Parties’ businesses that are not being sold under this Agreement (including, but not limited to, the Shareholder Parties’ home infusion, medical supplies, and transitional care businesses) or otherwise collaborating or joint venturing with an unrelated provider or supplier that operates, or has an Affiliate which operates, a home health, hospice, and/or private duty business (including, but not limited to, health systems); provided that in conjunction with any applicable standstill such collaboration or other similar contractual obligation of joint venture the Bank. The parties have also entered into that certain Non-Compete Agreement as of even date herewith (Shareholder Parties’ may not provide home health, hospice, and/or private duty services within the “Non-Compete”)Restricted Territory during the Restricted Period, but the collaboration or joint venture may provide such services.

Non-Competition. Executive hereby acknowledges and agrees that(i) Except as set forth on Schedule 9.4, during the course of employmentNon-Compete Period, in addition to Executive’s access to Confidential Information, Executive has becomethe Sellers Parties will not, and will become, familiar with and involved in all aspects of the business and operations of the Bank Entities. Executive hereby covenants and agrees that during the Term until the later to occur of the date one (1) year after the Termination Date, or the Expiration Date (the “Restricted Period”), Executive will cause their respective Affiliates not at any time (except for the Bank Entities)to, directly or indirectly, (A) enter into, engage in, consult, manage or otherwise participate in the operation of any business that competes with the Business (as currently conducted as of the Closing Date) within the Restricted Territory, (B) solicit Clients, Prospective Clients, business, patronage or orders for, or sell, any products or services in competition with, or for any business, wherever located, that competes with the Business within the Restricted Territory; (C) divert, entice or otherwise take away any Clients, Prospective Clients, business, patronage or orders of the Business (as currently conducted as of the Closing Date) within the Restricted Territory, or attempt to do so; or (D) promote or assist, financially or otherwise, any Person engaged in any capacity business within the Restricted Territory that competes with the Business (whether as currently conducted as of the Closing Date). Nothing contained in this Section 9.4 will prohibit the Shareholders from acquiring or holding at any one time a proprietorpassive investment of less than 5% of the outstanding shares of capital stock of any publicly traded corporation that may compete with Buyers within the Restricted Territory. For the purposes of this Section 9.4, ownerthe “Seller” will also include any and all of its direct and indirect subsidiaries, agentparents, officerAffiliates, director, shareholder, organizer, partner, principal, manager, member, employee, contractor, consultant or otherwise):related companies of Sellers from time to time. (aii) provide Seller Parties will be released from the restrictions set forth in this Section 9.4(a) if at any advicetime during the Non-Compete Period Buyers withdraw from or wind up or publicly announce that they are, assistance or will be, withdrawing from or winding up all of the material lines of business performed in the Leadership Consulting Business of Buyers. (iii) A Continuing Shareholder will be released from the restrictions set forth in this Section 9.4(a) to the extent (but only to the extent) such Shareholder is terminated without Cause (as defined in such Shareholder’s employment agreement with Buyers or their Affiliates) or resigns for Good Reason (as defined in such Shareholder’s employment agreement with Buyer or their Affiliates) and, at the time of such termination or resignation, no other partners of Buyers or their Affiliates offer services of the kind or nature which he provided to any of the Bank Entities or relating to business activities of the type engaged in by any of the Bank Entities within the preceding two years, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either case, a “Competitor”) if (i) such Competitor operates, or is planning to operate, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities and (ii) such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities during the Restricted Period; or (b) sell or solicit sales of Competitive Products to Persons within such 50 mile radius, or assist any Competitor in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 does not restrict Executive’s right to (i) own securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) of the outstanding securities of such company and that such ownership does not does not violate: (A) the Code of Conduct or any other policy of the Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete Agreement as of even date herewith (the “Non-Compete”)same nature.

Non-Competition. Executive hereby acknowledges and agrees that, during the course of employment, in addition to Executive’s access to Confidential Information, Executive has become, and will become, familiar with and involved in all aspects of the business and operations of the Bank Entities. Executive hereby covenants and agrees that during the Term until the later to occur of the date one (1) year after the Termination Date, or the Expiration Date (the “Restricted Period”), Executive will not at any time (except for the Bank Entities), directly or indirectly, in any capacity (whether as a proprietor, owner, agent, officer, director, shareholder, organizer, partner, principal, manager, member, employee, contractor, consultant or otherwise): (a) provide any adviceExcept (i) with respect to their ownership of interests in the Company and (ii) as permitted by this Section 10.03 or by Section 10.06, assistance or services of the kind or nature which he provided to neither Comcast nor GE nor any of the Bank Entities or relating their respective Subsidiaries will engage in any Company Principal Business. This Section 10.03 shall cease to business activities of the type engaged in by any of the Bank Entities within the preceding two years, be applicable to any Person who owns at such time as such Person is no longer a Subsidiary of Comcast or operates a Competitive Business or GE, as the case may be, and shall not apply to any Person that purchases assets, operations or a business from Comcast or GE, or one of their respective Subsidiaries, if such Person is attempting not a Subsidiary of Comcast or GE, as the case may be, after such transaction is consummated. This Section 10.03 does not apply to initiate any Subsidiary of GE or acquire Comcast in which a Competitive Business Person who is not an Affiliate of GE or Comcast, as the case may be, holds equity interests and with respect to which GE or Comcast or another of their respective Subsidiaries, as applicable, has contractual or legal obligations (including fiduciary duties of representatives on the board of directors or similar body of such Subsidiary) existing as of the date hereof that limit GE’s or Comcast’s ability to impose on the subject Subsidiary a non-competition obligation such as that in either casethis Section 10.03. (b) Notwithstanding the provisions of Section 10.03(a), a “Competitor”) if and without implicitly agreeing that the following activities would be subject to the provisions of Section 10.03(a), nothing in this Agreement shall preclude, prohibit or restrict: (i) such Competitor operatesGE, or is planning to operateany of its Subsidiaries, any office, branch or other facility (from engaging in any casemanner in any (A) Financial Services Business, (B) Existing Business Activities, (C) GE De Minimis Business or (D) Satellite Business; or (ii) Comcast or any of its Subsidiaries, from engaging in any manner in any (A) Comcast Permitted Business or (B) Comcast De Minimis Business. (c) Notwithstanding the provisions of Section 10.03(a), GE or any of its Affiliates may make a “Branch”) Mixed Competing Business Acquisition; provided that is (if such acquisition would otherwise be prohibited by this Section 10.03, promptly following such acquisition, GE, or is proposed its Affiliate, as applicable, shall offer the Company in writing the opportunity to be) located within acquire, or invest in, directly or through a fifty (50) mile radius Subsidiary of the Bank’s headquarters Company, the Company Principal Business acquired, or any Branch invested in, by GE or its Affiliate in such Mixed Competing Business Acquisition. The writing pursuant to which such offer is made shall include a summary of the Bank Entities material terms of the offer, including the price of such offer. Such terms shall include (x) a price that reflects GE’s reasonable good faith determination of the portion of the aggregate purchase price paid by GE or its Affiliate in the Mixed Competing Business Acquisition that was attributable to the Company Principal Business included in such Mixed Competing Business Acquisition and (y) other commercially reasonable arms’ length terms. In the event that the Company disputes GE’s determination of price or the commercial reasonableness and arm’s length nature of the other terms included in such offer, the Company shall provide written notice to GE and the dispute shall be resolved by a mutually agreed upon appraiser (who shall be an independent third party with relevant expertise) pursuant to an appraisal process not to exceed 30 calendar days and conducted in New York, New York under the Commercial Arbitration Rules of the American Arbitration Association in effect at the time of the arbitration, except as they may be modified herein or by agreement of the parties. If an appraisal process is necessary and Comcast and GE do not mutually select and appoint such appraiser within five Business Days following delivery of the notice required pursuant to the preceding sentence, an appraiser shall be selected and appointed in the manner set forth in the final two sentences of Section 10.02(f). All fees and disbursements of the Appraiser shall be shared equally by Comcast and GE. (d) Promptly after making a written offer as set forth in Section 10.03(c) above (and in any event within 10 Business Days thereafter), GE shall provide the Company all material information available to GE with respect to the Company Principal Business. GE shall include in any third party confidentiality agreement entered into in connection with the proposed transaction subject to such offer a provision permitting GE to comply with its disclosure obligations under this Section 10.03(d). The Company shall have 10 Business Days from the later of (i) the date all such information is provided and (ii) the completion of any appraisal process conducted pursuant to Section 10.03(c) to decide whether to accept the offer. (e) If prior to the expiration of such Branch competes 10 Business Day period the Company accepts such offer, the parties shall work together in good faith to complete the Company’s acquisition of, or will compete investment in, the Company Principal Business as soon as reasonably practicable, subject to receipt of required regulatory approvals. Notwithstanding the provisions in Section 4.10(a), the GE Members may not exercise any rights they may have under Section 4.10(a) that would prohibit or otherwise impede such Company Principal Business acquisition or investment (including in connection with the products incurrence of any Debt required to complete such acquisition or services offered investment). (f) If prior to the expiration of such 10 Business Day period the Company fails to accept such offer, and the ownership of the Company Principal Business by GE or planned its Affiliates would otherwise be prohibited by this Section 10.03, then GE or its Affiliate, as the case may be, shall be required to divest the Company Principal Business within a commercially reasonable period of time. (g) The Company’s decision whether to accept such offer (or to grant any consent to waive any rights of the Company in respect of such offer) shall be offered made by only those members of the Board designated by the Bank Entities during the Restricted Period; orComcast Members. (bh) sell or solicit sales This Section 10.03 shall terminate and be of Competitive Products to Persons within such 50 mile radius, or assist any Competitor in such sales activities. Notwithstanding any provision hereof to no further force and effect upon the contrary, this Section 8.5 does not restrict Executive’s right to earlier of (i) own securities of any Entity that files periodic reports with the Securities Comcast and Exchange Commission under Section 13 its Subsidiaries no longer holding (directly or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) of the outstanding securities of such company and that such ownership does not does not violate: (A) the Code of Conduct or any other policy of the Bank, including any policy related to inside information; (Bindirectly) any applicable securities law; Units or (Cii) GE and its Subsidiaries no longer holding (directly or indirectly) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete Agreement as of even date herewith (the “Non-Compete”)Units.

Non-Competition. Executive hereby acknowledges During the period beginning on the Closing Date and agrees that, during the course of employment, in addition to Executive’s access to Confidential Information, Executive has become, and will become, familiar with and involved in all aspects of the business and operations of the Bank Entities. Executive hereby covenants and agrees that during the Term until the later to occur of ending on the date one (1) year that is three years and six months after the Termination Date, or the Expiration Closing Date (the “Restricted Period”), Executive will Seller shall not, and shall cause its Affiliates (together with Seller, the “Restricted Entities”) not at any time (except for the Bank Entities)to, directly or indirectly, issue or sell in any capacity state or jurisdiction within the United States, any products or services of a type that comprises part of the Business as of the date hereof and that was underwritten, issued, sold, renewed or serviced as part of the Business during the two years prior to the date hereof (whether as a proprietorthe “Competing Businesses”); provided, ownerhowever, agent, officer, director, shareholder, organizer, partner, principal, manager, member, employee, contractor, consultant that this Section 5.13 shall not prohibit or otherwise):in any way prevent or restrict: (a) provide any adviceRestricted Entity from operating any business other than the Business (including the business described in the proviso included in the definition of “Business”) or from operating the Business from and after the time at which the Business or any portion thereof is recaptured under any coinsurance agreement; (b) any Restricted Entity from providing (i) provider network access or network management services; (ii) medical management, assistance case management, or cost containment services; or (iii) administrative services for short-term disability plans that are provided in conjunction with a self-funded plan sponsor’s medical benefits coverage or plan that is administered or serviced by a Restricted Entity. (c) any Restricted Entity from performing any act or conducting any business expressly required by this Agreement or any other Transaction Agreement; (d) any Restricted Entity from entering into a reinsurance agreement or similar arrangement primarily reinsuring the Competing Business of a ceding company that is not a Restricted Entity, so long as none of the kind Restricted Entities engages in the issuing, underwriting, selling, distributing, marketing, delivering, cancelling or nature which he administering of such underlying reinsured business; (e) any Restricted Entity from (A) making any investment or providing advisory services (or activities related thereto) in a fiduciary or agency capacity and carried out on behalf of clients or other third party beneficiaries in the ordinary course of business, or (B) making passive investments for general insurance accounts or investment management, proprietary investing or trading activities in the ordinary course of its businesses; provided to that in no event shall the aggregate ownership interest held by Restricted Entities in any Person engaged in a Competing Business, whether directly or indirectly, equal or exceed 20% of the Bank Entities aggregate voting power or relating issued and outstanding equity securities of such Person, subject to business activities Sections 5.13(f) and (g) below; (f) the ownership of, any affiliation with, or the conduct of the type engaged in by any of the Bank Entities within the preceding two yearsother activity with respect to, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate conducts, either directly or acquire indirectly, a Competitive Competing Business (in either caseany such person, together with all of its Affiliates, a “Competitor”) if (i) such Competitor operates, or is planning to operate, any office, branch or other facility (in any case, a “BranchCompeting Person”) that is the result of (A) the merger, consolidation, share exchange, sale or is proposed to bepurchase of assets, scheme of arrangement or similar business combination involving any Restricted Entity with any Competing Person or (B) located within a fifty (50) mile radius the acquisition of 20% or more of the Bank’s headquarters voting power or outstanding equity interests in any Branch Competing Person by any Restricted Entity, if, in the case of either (A) or (B), at least 66 2/3% of the Bank Entities and (ii) total consolidated revenues of such Branch competes Competing Person in the calendar year prior to such ownership or will compete affiliation was derived from activities that do not constitute Competing Business; provided, however, that such Restricted Entity may proceed with such acquisition of a Competing Person that derived in excess of 33 1/3% of its total consolidated revenues in its most recent fiscal year from activities that constitute Competing Business only if such Restricted Entity divests, within 24 months of its acquisition, a sufficient portion of such Competing Person such that the products or services offered or planned total consolidated revenues from activities that constitute Competing Business that remain with any such Competing Person after such divestment over the last four full fiscal quarters prior to be offered by the Bank Entities during the Restricted Periodsuch acquisition are not greater than 33 1/3% of its consolidated revenues for such period; or (bg) sell or solicit sales of Competitive Products to Persons within such 50 mile radius, or assist any Competitor in such sales activities. Notwithstanding any provision hereof subject to the contraryforegoing clause (f), this Section 8.5 does not restrict Executive’s right to (i) own securities any Restricted Entity from foreclosing on collateral of or acquiring any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) of the outstanding securities capital stock or other interests in any person that has outstanding indebtedness to any Restricted Entity, or engaging in any activities otherwise prohibited by this Section 5.13 in connection with any such Person as a result of the acquisition of such company and that such ownership does not does not violate: (A) the Code of Conduct or any other policy of the Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill capital stock or other similar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete Agreement as of even date herewith (the “Non-Compete”)interests in connection with a debt previously contracted.

Non-Competition. Executive hereby acknowledges and agrees that, during (a) From the course of employment, in addition to Executive’s access to Confidential Information, Executive has become, and will become, familiar with and involved in all aspects Closing Date until the fourth anniversary of the business and operations of the Bank Entities. Executive hereby covenants and agrees that during the Term until the later to occur of the date one (1) year after the Termination Date, or the Expiration Closing Date (the “Restricted Period”), Executive will without Buyer’s consent, Seller shall not, and shall cause each of its Subsidiaries (Seller and its Subsidiaries, the “Restricted Party”) not at to, directly or indirectly (including by means of management, advisory, operating, or similar agreements or arrangements or by any time record or beneficial equity interest, either as a principal, trustee, stockholder, partner, joint venture or otherwise, in any Person), engage in a business that competes with the Business, for their own account or for any other Person, in any country or other geographic location in which the Longhorn Entities operate the Business or otherwise had sales immediately prior to the Closing or any other country or geographic location in which the Longhorn Entities planned to operate the Business as of the Closing Date (except the “Restricted Business”); provided, however, that nothing in this Agreement or in the definition of Restricted Business shall prohibit or in any way restrict the Restricted Party’s ability to: (i) engage in the Restricted Business to the extent necessary to perform its duties under this Agreement; (ii) make or maintain passive investments of less than five percent of the outstanding equity securities in any entity engaged in the Restricted Businesses listed for trading on any recognized securities exchange or in the Bank Entities)over-the-counter markets; (iii) own an equity interest of any other Person engaged in the Restricted Business acquired as a creditor in bankruptcy other than by a voluntary investment decision; or (iv) acquire the assets or capital stock or other equity interests of any other Person engaged in the Restricted Business, provided, however, that the net sales attributable to the Restricted Business conducted by such person accounts for less than 25% of the net sales of such person for its most recently completed fiscal year. (b) The Parties agree that this covenant is personal to Buyer and Buyer may not assign or otherwise transfer this covenant, in whole or in part, to any Person other than to other Affiliates of Buyer. During the Restricted Period, Seller shall not, and shall cause each of its Subsidiaries not to, without the prior written consent of Buyer, directly or indirectly, induce or attempt to induce any customer, reseller, retailer, distributor, supplier, licensee or other Person to cease doing business with Buyer or the Longhorn Entities or in any capacity (whether as a proprietorway interfere with the relationship between any such customer, ownerreseller, agentretailer, officerdistributor, directorsupplier, shareholder, organizer, partner, principal, manager, member, employee, contractor, consultant licensee or otherwise):other Person and Buyer or the Longhorn Entities. (ac) provide Seller agrees that any adviceremedy at law for any breach by it or its Affiliates of Section 9.6(a) or (b) would be inadequate, assistance and Buyer shall be entitled to injunctive or services of the kind or nature which he provided other equitable relief in such case in addition to any other right Buyer may have, whether at law or in equity. Each party intends that the provisions of this Section 9.6 be enforced under the Bank Entities laws applied in each jurisdiction in which enforcement is sought. If any provision of this Section 9.6 shall be held by a court of competent jurisdiction to be invalid or relating unenforceable, this Section 9.6 shall be amended to business activities revise the scope of the type engaged in by any of the Bank Entities within the preceding two yearssuch provision to make it enforceable, if possible, or, if not possible, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (delete such provision, in either case, without affecting the other or remaining provisions of this Section 9.6 or this Agreement. Any invalidity or unenforceability of any provision of this Section 9.6 in a “Competitor”) if (i) such Competitor operates, jurisdiction will not affect the validity or is planning to operate, any office, branch or other facility (enforceability of that provision in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities and (ii) such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities during the Restricted Period; or (b) sell or solicit sales of Competitive Products to Persons within such 50 mile radius, or assist any Competitor in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 does not restrict Executive’s right to (i) own securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) of the outstanding securities of such company and that such ownership does not does not violate: (A) the Code of Conduct or any other policy of the Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete Agreement as of even date herewith (the “Non-Compete”)jurisdiction.

Non-Competition. The Executive hereby acknowledges that in the course of his or her employment with Employer, Employer will give the Executive access to the Confidential Information and agrees thatthe Executive's knowledge of the Confidential Information will enable the Executive to put the Employer at a significant competitive disadvantage if the Executive is employed or engaged by or becomes involved in a Competitive Business. Accordingly, during the course term of employment, in addition to Executive’s access to Confidential Information, Executive has become, this Agreement and will become, familiar with and involved in all aspects for a period of twelve (12) months immediately following the termination of the business and operations Executive's employment (unless for a shorter period of the Bank Entities. Executive hereby covenants and agrees that during the Term until the later to occur of the date one (1) year after the Termination Date, or the Expiration Date (the “Restricted Period”time as determined by Employer as described below), for whatever reason, whether voluntary or involuntary (with or without Cause), the Executive will not at not, without the written consent of Employer, directly or indirectly, individually or in partnership or in conjunction with any time (except for the Bank Entities)other person carry on, be engaged in, directly or indirectly, in any capacity (whether manner whatsoever, including, without limitation, as a proprietor, owner, agent, officer, director, shareholder, organizer, partner, principal, manager, member, an employee, contractorconsultant, consultant or otherwise): advisor in any Competitive Business within North America, provided however, an exceptions will be made following termination in the case of (a) provide any advice, assistance or another business wherein the Executive is not working in a competitive capacity and the competitive products and services of the kind or nature which he provided to any of the Bank Entities or relating to business activities of the type engaged in by any of the Bank Entities within the preceding two years, to any Person who owns or operates that constitute a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either case, a “Competitor”) if (i) are less than ten percent of such Competitor operatesbusiness' total revenue, or is planning to operate, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities and (ii) such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities during the Restricted Period; or (b) sell Executive's ownership of the shares of a publicly-traded company where such ownership is less than 5% of the shares outstanding and Executive otherwise has no involvement, directly or solicit sales indirectly, in the operation, management or support of Competitive Products to Persons within such 50 mile radiussaid company. The Employer and Executive agree that in the case of a termination of the Executive's employment without Cause as described in Section 13(e), or assist any Competitor the length of the non-competition period in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 does not restrict Executive’s right to (i) own securities of any Entity that files periodic reports with 10 and the Securities and Exchange Commission under Section 13 or 15(d) length of the Securities Exchange Act non-solicitation period in Section 11 may be shortened by the Employer in its sole discretion, by the Employer providing the Executive with written notice thereof within ten (10) business days of 1934the effective date of termination. In no event may the Employer reduce the non-competition and the non-solicitation provision to less than three (3) months. Executive will be entitled to severance pay from Employer during the duration of the non-competition period and the non-solicitation period, as amended; provided such duration may be adjusted hereunder, all in accordance with Section 13(e). The Executive and Employer further agree that Executive’s total ownership constitutes less than two percent (2%) the duration of the outstanding securities of such company non-competition and that such ownership does not does not violate: (A) the Code of Conduct or any other policy duration of the Banknon-solicitation period shall be equal and they shall run simultaneous with one another, including any policy related so that by way of example, if the Employer were to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of shorten the Bank. The parties have also entered into non-competition period to six months following termination, then the non-solicitation period shall automatically shorten to that certain Non-Compete Agreement as of even date herewith (the “Non-Compete”)same six months.

Non-Competition. Executive hereby acknowledges and agrees that, during In consideration of the course of employmentpayments to be received by the Employee hereunder, in addition to Executive’s access to Confidential Information, Executive has become, and will become, familiar with and involved in all aspects recognition of the highly competitive nature of the industries in which the Company conducts its business and operations to further protect the goodwill of the Bank Entities. Executive hereby covenants Company and to promote and preserve its legitimate business interests, the Employee agrees that during the Term until period commencing the later to occur date hereof and ending on the last day of the Protected Vesting Period, he will not: (a) Engage in any Business Activities (other than on behalf of the Company) whether such engagement is as an officer, director, proprietor, employee, partner, investor (other than as a holder of less than 1% of the outstanding capital stock of a publicly traded corporation), consultant advisor, agent or otherwise, in any geographic area in which the products or services of the Company have been distributed or provided during the period commencing two years prior to the date one hereof and ending on the Termination Date; (1b) year after Other than on behalf of the Company supply products or provide services (but only to the extent such restricted activities constitute Business Activities) to any customer with whom the Company has done any business during the period commencing two years prior to the date hereof and ending on the Termination Date, or the Expiration Date (the “Restricted Period”), Executive will not at any time (except for the Bank Entities), directly or indirectly, in any capacity (whether as a proprietor, owner, agent, an officer, director, shareholderproprietor, organizeremployee, partner, principalinvestor (other than as a holder of less than 1% of the outstanding capital stock of a publicly traded corporation), managerconsultant, memberadvisor, employee, contractor, consultant agent or otherwise):; (c) Assist others in engaging in any of the Business Activities in the manner prohibited to the Employee; and (d) Induce or attempt to induce employees of the Company, or its affiliates to engage in any activities hereby prohibited to the Employee or to terminate their employment. It is expressly understood and agreed that although the Employee and the Company consider the restrictions contained in each of clauses (a) provide through (d) above to be reasonable for the purpose of preserving the Company's goodwill, proprietary rights, trade secrets, valuable confidential business interests, relationships with specific prospective and existing customers and going concern value, and to protect the Company's business opportunities, markets and trade areas, if a final judicial determination is made by a court having jurisdiction that the time or territory or scope of restricted activities or any advice, assistance or services other restriction contained in this Agreement is an unenforceable restriction on the activities of the kind Employee, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time, restricted activities and territory and to such other extent as such court may judicially determine or nature which he provided indicate to be reasonable. Alternatively, if the court referred to above finds that any restriction contained in this Section 12 is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the Bank Entities or relating to business activities other restrictions contained therein. It is further expressly understood and agreed that the providing of the type engaged in by any of the Bank Entities within the preceding two years, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either case, a “Competitor”) if (i) such Competitor operates, or is planning to operate, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities and (ii) such Branch competes or will compete with the products or services offered or planned to Professional Services shall not be offered by the Bank Entities during the Restricted Period; or (b) sell or solicit sales of Competitive Products to Persons within such 50 mile radius, or assist any Competitor in such sales activities. Notwithstanding any provision hereof to the contrary, restricted under this Section 8.5 does not restrict Executive’s right to (i) own securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) of the outstanding securities of such company and that such ownership does not does not violate: (A) the Code of Conduct or any other policy of the Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete Agreement as of even date herewith (the “Non-Compete”)Agreement.

Non-Competition. Executive hereby acknowledges For a period of four years from and agrees thatafter the Closing, during the course of employment, in addition to Executive’s access to Confidential Information, Executive has becomeSeller Parent and Seller shall not, and will becomeshall cause their respective Subsidiaries not to, familiar with and involved in all aspects without the prior written consent of the business and operations of the Bank Entities. Executive hereby covenants and agrees that during the Term until the later to occur of the date one (1) year after the Termination Date, or the Expiration Date (the “Restricted Period”), Executive will not at any time (except for the Bank Entities)Purchaser, directly or indirectly, in any capacity manner (whether on Seller Parent’s or Seller’s own account, as an owner, operator, manager, consultant, investor, agent or otherwise) engage directly or indirectly in the Business anywhere in the Applicable Area, or own any interest in, manage, control, provide financing to, participate in (whether as a proprietoran owner, owneroperator, manager, consultant, investor, agent, officer, director, shareholder, organizer, partner, principal, manager, member, employee, contractor, consultant representative or otherwise): ), or provide consulting or other services (ain each case with respect to the Business) provide any adviceto, assistance or services of the kind or nature which he provided to any of the Bank Entities or relating to business activities of the type engaged in by any of the Bank Entities within the preceding two years, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate engaged in the Business anywhere in the Applicable Area; provided, however, that this Section 5.6 shall not prohibit: (a) ownership of less than 5% of the outstanding equity of any Entity; or acquire (b) Seller Parent, Seller or any of their respective Subsidiaries from acquiring a Competitive business or Entity that is engaged in the Business (in either case, a the “CompetitorAcquired Entity”) if provided that: (i) such Competitor operates, or is planning to operate, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius the Business conducted by the Acquired Entity does not represent more than 10% of the BankAcquired Entity’s headquarters overall business and operations; or any Branch of the Bank Entities and (ii) such Branch competes Seller Parent, Seller or will compete with Subsidiary causes the products disposal of the Business of such Acquired Entity within six months from the closing of the acquisition of such Acquired Entity (it being understood that, for the avoidance of doubt but without limiting the obligations of Seller or services offered or planned to be offered by the Bank Entities during the Restricted Period; or (b) sell or solicit sales of Competitive Products to Persons within such 50 mile radius, or assist any Competitor in such sales activities. Notwithstanding any provision hereof to the contrarySeller Parent under this Section 5.6, this Section 8.5 does 5.6 shall not restrict Executive’s right apply to (i) own securities of any Entity that files periodic reports acquires an interest in, including all of, Seller Parent, Seller or any of their respective Subsidiaries, or any Affiliates of such acquirer). Notwithstanding the foregoing, Seller Parent, Seller and its Affiliates (other than the Acquired Companies) shall be entitled to continue to operate and otherwise be involved in the Business through StayFriends GmbH (and the other European Subsidiaries of Classmates International, Inc.) as long as such Business does not target the Applicable Area (or customers located in the Applicable Area) and such Business’ contact with the Securities and Exchange Commission under Section 13 or 15(d) Applicable Area is merely an incident of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) of the outstanding securities websites of such company Business being accessible in the Applicable Area, and that such ownership does activities shall not does not violatebe considered a violation of this Section 5.6. The immediately preceding sentence shall apply to: (A) any entity that acquires StayFriends GmbH (and/or the Code other European Subsidiaries of Conduct Classmates International, Inc.) or any other policy all or substantially all of the Bank, including any policy related to inside informationtheir assets; and (B) StayFriends GmbH and/or any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete Agreement as European Subsidiaries of even date herewith (Classmates International, Inc., after the “Non-Compete”)consummation of such acquisition.

Non-Competition. Executive The Practice hereby acknowledges recognizes, acknowledges, and agrees thatavers that Professional Business Manager will incur substantial costs in providing the equipment, during support services, personnel, management, administration, and other items and services that are the course subject matter of employmentthis Professional Business Management Agreement and that in the process of providing services under this Professional Business Management Agreement, in addition the Practice will be privy to Executive’s access to financial and Confidential Information, Executive has becometo which the Practice would not otherwise be exposed. The Parties also recognize that the services to be provided by Professional Business Manager will be feasible only if the Practice operates an active practice to which the Professionals associated with the Practice devote their full time and attention. The Practice agrees, acknowledges, and will becomeavers that the non-competition covenants described hereunder are necessary for the protection of Professional Business Manager, familiar with and involved that Professional Business Manager would not have entered into this Professional Business Management Agreement without the following covenants. (a) Except as specifically agreed to by Professional Business Manager in all aspects of writing, the business and operations of the Bank Entities. Executive hereby Practice covenants and agrees that during the Term until the later to occur of the date this Professional Business Management Agreement and for a period of one (1) year after from the Termination Datedate this Professional Business Management Agreement is terminated other than if terminated by the Practice for cause, or expires, the Expiration Date (the “Restricted Period”), Executive will Practice shall not at any time (except for the Bank Entities), directly or indirectly, in any capacity indirectly own (whether as a proprietor, owner, agent, officer, director, shareholder, organizer, partner, principal, manager, member, employee, contractor, consultant or otherwise): (a) provide any advice, assistance or services excluding ownership of the kind or nature which he provided to any of the Bank Entities or relating to business activities of the type engaged in by any of the Bank Entities within the preceding two years, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either case, a “Competitor”) if (i) such Competitor operates, or is planning to operate, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities and (ii) such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities during the Restricted Period; or (b) sell or solicit sales of Competitive Products to Persons within such 50 mile radius, or assist any Competitor in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 does not restrict Executive’s right to (i) own securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two one percent (21%) of the outstanding securities equity of such company any publicly traded entity and that such excluding ownership does not does not violate: of the common stock of Professional Business Manager), manage, operate, control, contract with, lend funds to, lend its name to, maintain any interest whatsoever in, or be employed by, any enterprise (Ai) having to do with the provision, distribution, promotion, or advertising of any type of management or administrative services or products to third parties in competition with Professional Business Manager, within a 10 mile radius of any Office; and/or (ii) offering any type of service(s) or product(s) to third parties substantially similar to those offered by Professional Business Manager to the Practice in Competition with Professional Business Manager within a 10 mile radius of any Office. Notwithstanding the above restriction, nothing herein shall prohibit (i) the Code of Conduct Practice or any other policy of its Shareholders from providing management and administrative services to this or their own optometry practice after the termination of this Professional Business Management Agreement; (ii) the Practice or its Shareholders from contracting with a third-party manager to provide administrative or management services for its or their professional eye care practices after termination of this Professional Business Management Agreement; (iii) any of the BankPractice’s Shareholders from providing management and administrative services to their own optometry practices after the termination of their employment relationship with the Practice, including any policy related and (iv) such Shareholders from contracting with a third-party manager to inside information; (B) any applicable securities law; provide administrative or (C) any applicable standstill or other similar contractual obligation management services for their professional eye care practices after the termination of their employment relationship with the Bank. The parties have also entered into that certain Non-Compete Agreement as of even date herewith (the “Non-Compete”)Practice.

Non-Competition. (a) Upon any termination of Executive's employment hereunder, other than a termination, (whether voluntary or involuntary) in connection with a Change in Control, as a result of which the Bank is paying Executive hereby acknowledges and agrees that, during the course benefits under Section 6 of employment, in addition to Executive’s access to Confidential Informationthis Agreement, Executive has become, and will become, familiar agrees not to compete with and involved in all aspects of the business and operations of the Bank Entities. Executive hereby covenants and agrees that during and/or the Term until the later to occur Company for a period of the date one (1) year after following such termination within twenty-five (25) miles of any existing branch of the Termination DateBank or any subsidiary of the Company or within twenty-five (25) miles of any office for which the Bank, the Company or a Bank subsidiary of the Expiration Date (Company has filed an application for regulatory approval to establish an office, determined as of the “Restricted Period”)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 will shall not at any time (except work for the Bank Entities)or advise, consult or otherwise serve with, directly or indirectly, in any capacity (whether as a proprietorentity whose business materially competes with the depository, owner, agent, officer, director, shareholder, organizer, partner, principal, manager, member, employee, contractor, consultant lending or otherwise): (a) provide any advice, assistance or services of the kind or nature which he provided to any of the Bank Entities or relating to other business activities of the type 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 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 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 by any other lines and/or of a different nature than the Bank Entities within and/or the preceding two yearsCompany, to any Person who owns or operates and that the enforcement of a Competitive Business or to any Person that is attempting to initiate or acquire remedy by way of injunction will not prevent Executive from earning a Competitive Business (in either case, a “Competitor”) if (i) such Competitor operates, or is planning to operate, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of livelihood. Nothing herein will be construed as prohibiting the Bank Entities and (ii) such Branch competes or will compete with and/or the products or services offered or planned Company from pursuing any other remedies available to be offered by the Bank Entities during and/or the Restricted Period; orCompany for such breach or threatened breach, including the recovery of damages from Executive. (b) sell Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the Bank. Executive will not, during or solicit sales after the term of Competitive Products his employment, disclose any knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof to Persons within such 50 mile radiusany person, firm, corporation, or assist other entity for any Competitor in reason or purpose whatsoever (except for such sales activitiesdisclosure as may be required to be provided to any federal banking agency with jurisdiction over the Bank or Executive). Notwithstanding the foregoing, Executive may disclose any provision hereof to knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the contrary, this Section 8.5 does not restrict Executive’s right to (i) own securities of any Entity that files periodic reports with the Securities business plans and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) of the outstanding securities of such company and that such ownership does not does not violate: (A) the Code of Conduct or any other policy activities of the Bank, including and Executive may disclose any policy related to inside information; (B) any applicable securities law; information regarding the Bank or (C) any applicable standstill the Company which is otherwise publicly available. In the event of a breach or other similar contractual obligation threatened breach by Executive of the Bankprovisions of this Section, the Bank will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof, or from rendering any services to any person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. The parties have also entered into that certain Non-Compete Agreement Nothing herein will be construed as prohibiting the Bank from pursuing any other remedies available to the Bank for such breach or threatened breach, including the recovery of even date herewith (the “Non-Compete”)damages from Executive.

Non-Competition. Executive hereby acknowledges and agrees that, during the course (a) Upon any termination of employment, in addition to Executive’s access to Confidential Informationemployment hereunder, other than a termination, (whether voluntary or involuntary) in connection with a Change in Control, as a result of which the Bank is paying Executive benefits under Section 6 of this Agreement, Executive has become, and will become, familiar agrees not to compete with and involved in all aspects of the business and operations of the Bank Entities. Executive hereby covenants and agrees that during and/or the Term until the later to occur Company for a period of the date one (1) year after following such termination within twenty-five (25) miles of any existing branch of the Termination DateBank or any subsidiary of the Company or within twenty-five (25) miles of any office for which the Bank, the Company or a Bank subsidiary of the Expiration Date (Company has filed an application for regulatory approval to establish an office, determined as of the “Restricted Period”)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 will shall not at any time (except work for the Bank Entities)or advise, consult or otherwise serve with, directly or indirectly, in any capacity (whether as a proprietorentity whose business materially competes with the depository, owner, agent, officer, director, shareholder, organizer, partner, principal, manager, member, employee, contractor, consultant lending or otherwise): (a) provide any advice, assistance or services of the kind or nature which he provided to any of the Bank Entities or relating to other business activities of the type 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 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 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 by any other lines and/or of a different nature than the Bank Entities within and/or the preceding two yearsCompany, to any Person who owns or operates and that the enforcement of a Competitive Business or to any Person that is attempting to initiate or acquire remedy by way of injunction will not prevent Executive from earning a Competitive Business (in either case, a “Competitor”) if (i) such Competitor operates, or is planning to operate, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of livelihood. Nothing herein will be construed as prohibiting the Bank Entities and (ii) such Branch competes or will compete with and/or the products or services offered or planned Company from pursuing any other remedies available to be offered by the Bank Entities during and/or the Restricted Period; orCompany for such breach or threatened breach, including the recovery of damages from Executive. (b) sell Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the Bank. Executive will not, during or solicit sales after the term of Competitive Products her employment, disclose any knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof to Persons within such 50 mile radiusany person, firm, corporation, or assist other entity for any Competitor in reason or purpose whatsoever (except for such sales activitiesdisclosure as may be required to be provided to any federal banking agency with jurisdiction over the Bank or Executive). Notwithstanding the foregoing, Executive may disclose any provision hereof to knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the contrary, this Section 8.5 does not restrict Executive’s right to (i) own securities of any Entity that files periodic reports with the Securities business plans and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) of the outstanding securities of such company and that such ownership does not does not violate: (A) the Code of Conduct or any other policy activities of the Bank, including and Executive may disclose any policy related to inside information; (B) any applicable securities law; information regarding the Bank or (C) any applicable standstill the Company which is otherwise publicly available. In the event of a breach or other similar contractual obligation threatened breach by Executive of the Bankprovisions of this Section, the Bank will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof, or from rendering any services to any person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. The parties have also entered into that certain Non-Compete Agreement Nothing herein will be construed as prohibiting the Bank from pursuing any other remedies available to the Bank for such breach or threatened breach, including the recovery of even date herewith (the “Non-Compete”)damages from Executive.

Non-Competition. Executive hereby acknowledges and agrees that, during the course of employment, in addition to Executive’s access to Confidential Information, Executive has become, and will become, become familiar with and involved in all aspects of the business and operations of the Bank EntitiesBank. Executive hereby covenants and agrees that during the Term until the later to occur of the date one for four (14) year years after the Termination Date, or the Expiration Date Effective Time (the “Restricted Period”), Executive will shall not, without the prior approval of a majority of the Bank’s board of directors (Executive not at any time (except for the Bank Entitiesparticipating), directly or indirectly, in any capacity (whether as a proprietor, owner, agent, officer, director, shareholder, organizer, partner, principal, manager, member, employee, contractor, consultant or otherwise): (a) provide any adviceown, assistance manage or control or participate in the ownership, management or control, or perform services of that are the kind same as or nature which he substantially to those services provided by Executive to any of the Bank Entities or relating twelve (12) months prior to business activities the cessation of the type engaged in Executive’s employment by any of the Bank Entities within the preceding two yearsto, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate form or acquire a Competitive Business (in either case, a “Competitor”) if (i) such Competitor Competitive Business operates, or is planning to operate, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s Bank Entities’ headquarters or within a twenty-five (25) mile radius of any Branch office of the Bank Entities and (ii) such Branch competes or will compete with that is in existence immediately prior to the products or services offered or planned to be offered cessation of Executive’s employment by the Bank Entities during the Restricted Period; or (b) sell or solicit sales of Competitive Products to Persons within such 50 mile radius, or assist any Competitor in such sales activitiesEntities. Notwithstanding any provision hereof to the contrary, this Section 8.5 7.1 does not restrict Executive’s right to (ia) own or acquire securities of any Entity entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”); provided that Executive’s his total ownership constitutes less than two percent (2%) of the outstanding securities of such company and entity; (b) to own, or during the Restricted Period to maintain ownership of (but not to acquire ownership of), passive investments in securities of any entity that such ownership does not does not violate: (Afile periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) the Code of Conduct or any other policy of the Bank, including any policy related to inside informationExchange Act; provided that his total ownership constitutes less than five percent (B5%) any applicable of the outstanding securities law; of such company or (Cc) any applicable standstill or other similar contractual obligation to serve as a director of the Bank. The parties have also entered into that certain Non-Compete Agreement as of even date herewith (the “Non-Compete”)Westminster American Insurance Company.

Non-Competition. Executive hereby acknowledges and agrees that, during (a) From the course of employment, in addition to Executive’s access to Confidential Information, Executive has become, and will become, familiar with and involved in all aspects Closing Date until the fourth anniversary of the business and operations of the Bank Entities. Executive hereby covenants and agrees that during the Term until the later to occur of the date one (1) year after the Termination Date, or the Expiration Closing Date (the “Restricted Period”), Executive will without Buyer’s consent, Parent shall not, and shall cause each of its Affiliates (Parent and its Affiliates, the “Restricted Party”) not at to, directly or indirectly (including by means of management, advisory, operating, or similar agreements or arrangements or by any time record or beneficial equity interest, either as a principal, trustee, stockholder, partner, joint venture or otherwise, in any Person), engage in a business that competes with the Business, for their own account or for any other Person, in any country or other geographic location in which any Rodeo Entity operates the Business or otherwise had sales immediately prior to the Closing or any other country or geographic location in which any Rodeo Entity planned to operate the Business as of the Closing Date (except the “Restricted Business”); provided, however, that nothing in this Agreement or in the definition of Restricted Business shall prohibit or in any way restrict the Restricted Party’s ability to: (i) engage in the Restricted Business to the extent necessary to perform its duties under this Agreement and the Ancillary Agreements; (ii) make or maintain passive investments of less than five percent of the outstanding equity securities in any entity engaged in the Restricted Businesses listed for trading on any recognized securities exchange or in the Bank Entities)over-the-counter markets; (iii) own an equity interest of any other Person engaged in the Restricted Business acquired as a creditor in bankruptcy other than by a voluntary investment decision; or (iv) acquire the assets or capital stock or other equity interests of any other Person engaged in the Restricted Business, provided, however, that the net sales attributable to the Restricted Business conducted by such person accounts for less than 25% of the net sales of such person for its most recently completed fiscal year. (b) The Parties agree that this covenant is personal to Buyer and Buyer may not assign or otherwise transfer this covenant, in whole or in part, to any Person other than to other Affiliates of Buyer. During the Restricted Period, Parent shall not, and shall cause each of its Subsidiaries not to, without the prior written consent of Buyer, directly or indirectly, induce or attempt to induce any customer, reseller, retailer, distributor, supplier, licensee or other Person to cease doing business with Buyer or any Rodeo Entity or in any capacity (whether as a proprietorway interfere with the relationship between any such customer, ownerreseller, agentretailer, officerdistributor, directorsupplier, shareholderlicensee or other Person and Buyer, organizer, partner, principal, manager, member, employee, contractor, consultant Rodeo or otherwise):such Rodeo Entity. (ac) provide Parent agrees that any adviceremedy at law for any breach by it or its Affiliates of Section 9.6(a) or (b) would be inadequate, assistance and Buyer shall be entitled to injunctive or services of the kind or nature which he provided other equitable relief in such case in addition to any other right Buyer may have, whether at law or in equity. Each party intends that the provisions of this Section 9.6 be enforced under the Bank Entities laws applied in each jurisdiction in which enforcement is sought. If any provision of this Section 9.6 shall be held by a court of competent jurisdiction to be invalid or relating unenforceable, this Section 9.6 shall be amended to business activities revise the scope of the type engaged in by any of the Bank Entities within the preceding two yearssuch provision to make it enforceable, if possible, or, if not possible, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (delete such provision, in either case, without affecting the other or remaining provisions of this Section 9.6 or this Agreement. Any invalidity or unenforceability of any provision of this Section 9.6 in a “Competitor”) if (i) such Competitor operates, jurisdiction will not affect the validity or is planning to operate, any office, branch or other facility (enforceability of that provision in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities and (ii) such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities during the Restricted Period; or (b) sell or solicit sales of Competitive Products to Persons within such 50 mile radius, or assist any Competitor in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 does not restrict Executive’s right to (i) own securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) of the outstanding securities of such company and that such ownership does not does not violate: (A) the Code of Conduct or any other policy of the Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete Agreement as of even date herewith (the “Non-Compete”)jurisdiction.

Non-Competition. (a) The Executive hereby acknowledges that the special relationship of trust and confidence between him, the Bank, and its clients and customers creates a high risk and opportunity for the Executive to misappropriate the relationship and goodwill existing between the Bank and its clients and customers. The Executive further acknowledges and agrees that it is fair and reasonable for the Bank to take steps to protect itself from the risk of such misappropriation. The Executive further acknowledges that, during at the course outset of employmenthis employment with the Bank and/or throughout his employment with the Bank, the Executive will be provided with access to and informed of the Bank’s and the Holding Company’s Proprietary Information, which will enable him to benefit from the Bank’s and Holding Company’s goodwill and know-how. (b) The Executive acknowledges that it would be inevitable in the performance of his duties as a director, officer, employee, investor, agent or consultant of any person, association, entity, or company which competes with the Bank or Holding Company, or which intends to or may compete with the Bank or Holding Company, to disclose and/or use the Bank’s and Holding Company’s Proprietary Information, as well as to misappropriate the Bank’s and Holding Company’s goodwill and know-how, to or for the benefit of such other person, association, entity, or company. The Executive also acknowledges that, in addition to Executive’s access to Confidential Information, Executive has become, and will become, familiar with and involved in all aspects exchange for the execution of the business non-solicitation restriction set forth in this Section 10, he has received substantial, valuable consideration. The Executive further acknowledges and operations agrees that this consideration constitutes fair and adequate consideration for the execution of the Bank Entities. non-solicitation restriction set forth in this Section 10. (c) Ancillary to the enforceable promises set forth in this Agreement, as well as to protect the vital interests described in this Section 10, the Executive hereby covenants and agrees that during the Term until the later to occur of the date one (1) year after the Termination Date, or the Expiration Date Employment (the “Restricted Non-Compete Period”), the Executive will not at any time (except for not, without the Bank Entities)prior written consent of the Bank’s full Board of Directors, directly or indirectly, in any capacity (whether alone or for his own account, or as a proprietor, owner, agentpartner, investor, member, trustee, officer, director, shareholder, organizeremployee, partnerconsultant, principaldistributor, manageradvisor, memberrepresentative or agent of any partnership, joint venture, corporation, trust, or other business organization or entity, (i) solicit the banking business of any current customers of the Bank; (ii) acquire, charter, operate or enter into any franchise or other management agreement with any financial institution; (iii) serve as an officer, director, employee, contractor, agent or consultant or otherwise):to any financial institution; or (aiv) provide any adviceestablish or operate a branch or other office of a financial institution; for purposes of clauses (ii), assistance or services of the kind or nature which he provided (iii) and (iv) above, such limitation shall apply to any of the Bank Entities or relating to business activities of the type engaged in by any of the Bank Entities within the preceding two years, to any Person who owns or operates financial institution that has a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either case, a “Competitor”) if (i) such Competitor operates, or is planning to operate, any main office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located loan production office within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities and (ii) such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities during the Restricted Period; or (b) sell or solicit sales of Competitive Products to Persons within such 50 mile radius, or assist any Competitor in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 does not restrict Executive’s right to (i) own securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) of the outstanding securities of such company and that such ownership does not does not violate: (A) the Code of Conduct or any other policy main office of the Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete Agreement as of even date herewith (the “Non-Compete”).

Non-Competition. Executive hereby acknowledges Because of the Employer Group’s legitimate business interest as described in this Agreement and agrees thatthe good and valuable consideration offered to the Optionee, the receipt and sufficiency of which is acknowledged, during the course term of employment, in addition to ExecutiveOptionee’s access to Confidential Information, Executive has become, employment and will become, familiar with and involved in all aspects for the one year beginning on the last day of the business and operations of Optionee’s employment with the Bank Entities. Executive hereby covenants and agrees that during Company, whether terminated for any reason or no reason, by the Term until the later to occur of the date one (1) year after the Termination Date, Optionee or the Expiration Date Company, (the “Restricted Period”), Executive will the Optionee agrees and covenants not at any time to engage in Prohibited Activity (except as defined below) within the United States, or the geographical regions for which the Bank Entities)Optionee provides services during the course of employment, whichever is larger. (i) For purposes of this non-compete clause, “Prohibited Activity” is activity in which the Optionee contributes the Optionee’s knowledge, directly or indirectly, in any capacity (whether whole or in part, as a proprietoran associate, employer, owner, operator, manager, advisor, consultant, contractor, agent, partner, director, stockholder, officer, directorvolunteer, shareholderintern, organizer, partner, principal, manager, member, employee, contractor, consultant or otherwise): (a) provide any advice, assistance or services of the kind or nature which he provided other similar capacity to any of the Bank Entities or relating to business activities of the type an entity engaged in the same or similar business as the Employer Group, including those engaged in the business of manufacturing and distribution of doors, windows, trim, and other building supplies manufactured or distributed by any the Employer Group. Prohibited Activity also includes activity that may require or inevitably require disclosure of the Bank Entities within the preceding two yearstrade secrets, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either case, a “Competitor”) if (i) such Competitor operatesproprietary information, or is planning to operate, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities and Confidential Information. (ii) such Branch competes Nothing herein shall prohibit the Optionee from purchasing or will compete with the products or services offered or planned to be offered by the Bank Entities during the Restricted Period; or (b) sell or solicit sales of Competitive Products to Persons within such 50 mile radius, or assist any Competitor in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 does not restrict Executive’s right to (i) own securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes owning less than two five percent (25%) of the outstanding publicly traded securities of such company and any corporation, provided that such ownership represents a passive investment and that the Optionee is not a controlling person of, or a member of a group that controls, such corporation. (iii) This Section 7(c) does not, in any way, restrict or impede the Optionee from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not does not violate: (A) exceed that required by the Code of Conduct law, regulation, or any other policy of the Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete Agreement as of even date herewith (the “Non-Compete”)order.

Non-Competition. Executive hereby acknowledges (a) Each of Triangle, Shareholder and agrees thatSubsidiary acknowledge that in and as a result of its ownership of the Assets or other interest in Triangle or Subsidiary, during it has made use of, acquired, and/or added to confidential information of a special and unique nature deriving independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use (specifically excluding any information generally available to the course of employmentpublic at large or disclosed by Buyer to third parties or any information disclosed because Triangle, in addition Shareholder, or Subsidiary has a legal obligation to Executive’s access make such disclosure). Such information is hereinafter referred to as "Confidential Information" and includes, Executive has becomewithout limitation, the following information: customers, vendors, products, systems, data files, manuals, confidential reports, the amounts paid by or to customers, licensers, licensees, and vendors, the amounts paid for products and services, and other trade secrets and information Triangle, Shareholder, or Subsidiary knows or has reason to know, or will becomeknow or have reason to know, familiar with Buyer intends or expects to remain confidential. As a material inducement to Buyer to enter into this Agreement, each of Triangle, Subsidiary and involved in all aspects of the business and operations of the Bank Entities. Executive hereby Shareholder covenants and agrees that during it shall not from and after the Term until Closing and for a period of five (5) years following the later Closing Date, divulge or disclose for any purpose whatsoever any Confidential Information except to occur of the extent such information is or becomes generally available to the public at large or disclosed by Buyer to third parties or any information disclosed because Seller, the Subsidiary or Shareholder has a legal obligation to make such disclosure. Notwithstanding the foregoing, Seller, Triangle and Shareholder may reveal Confidential Information to the extent reasonably necessary to determine amounts due ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ pursuant to the TriEnda Agreement, or to enforce rights under the TriEnda Agreement, including furnishing such information to investment bankers, appraisers, lawyers, accountants, courts and arbitrators. (b) During the five year period following the date one (1) year after the Termination Dateof this Agreement, each of Triangle, Shareholder and Subsidiary shall not, except as may be required by law or the Expiration Date (the “Restricted Period”), Executive will not at any time (except for the Bank Entities)as may be done with Buyer's written consent, directly or indirectly, in any capacity (whether either as a proprietorshareholder, ownermember, principal, co-partner, agent, officerfinancier, directorlender, shareholderconsultant, organizermanager or in any other individual or representative capacity whatsoever (i) engage in any activities competitive with the Business or the pallet logistics or refurbishing business in the United States of America, partner(ii) solicit, principalserve, managerdivert or assist any person in so soliciting, memberservicing or diverting any customers or vendors of Buyer or any of its affiliates to the extent such actions are related to the Business in the United States of America, employee, contractor, consultant or otherwise): (aiii) provide any advice, assistance or services solicit the employment of the kind or nature which he provided to any of the Bank Entities employees of Triangle or relating Subsidiary that are employed by Buyer pursuant to business this Agreement. The foregoing shall not apply to the activities of the type engaged in by any of the Bank Entities within the preceding two years, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either case, a “Competitor”) if (i) such Competitor operates, or is planning Shareholder with respect to operate, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius his actions on the Board of the Bank’s headquarters or any Branch Directors of the Bank Entities Alloyd Incorporated and (ii) such Branch competes any entity of which Triangle, Subsidiary or will compete with the products any Triangle Shareholder owns or services offered or planned to be offered by the Bank Entities during the Restricted Period; or (b) sell or solicit sales of Competitive Products to Persons within such 50 mile radius, or assist any Competitor in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 does not restrict Executive’s right to (i) own securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes beneficially owns less than two ten percent (210%) of the outstanding securities voting power. (c) Buyer and each of such company Triangle, Shareholder and Subsidiary each agree that the terms and covenants contained in this Section 7.12 herein are fair and reasonable in all respects to protect the legitimate interests of Buyer, including the geographical coverage and time period, and that such ownership does not does not violate: (A) these restrictions are designed for the Code reasonable protection of Conduct or Buyer's business. Each of Triangle, Shareholder and Subsidiary recognize that any breach of this Section 7.12 will cause irreparable injury to the goodwill and proprietary rights of Buyer, inadequately compensable in monetary damages. Accordingly, in addition to any other policy legal or equitable remedies that may be available to the Buyer, each of Triangle, Shareholder and Subsidiary agree that Buyer will be able to seek to obtain immediate injunctive relief in the Bankform of a temporary restraining order, including any policy related preliminary injunction, or permanent injunction against each of Seller, Shareholder and Subsidiary to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete Agreement as of even date herewith (the “Non-Compete”)enforce this Agreement.

Non-Competition. Executive hereby acknowledges (a) None of Rafaella, its Affiliates, any Principal nor any Person that acquires capital stock from Rafaella or such a transferee of Rafaella (in each case, other than any holders of Series A Preferred Stock or its Affiliates and agrees that, during the course of employmentany transferees acquiring capital stock transferred in compliance with Section 2.4 or 2.7) (each a “Restricted Party”) shall, in addition to Executive’s access to Confidential Information, Executive has become, and will become, familiar with and involved in all aspects the case of the business Restricted Parties other than ▇▇▇▇▇▇ ▇▇▇▇▇▇ and operations ▇▇▇▇▇ ▇▇▇▇▇▇ or their transferees prior to the occurrence of an event of dissolution of the Bank Entities. Executive hereby covenants and agrees that during the Term until the later to occur Company (or any successor of the Company and, in the case of ▇▇▇▇▇▇ ▇▇▇▇▇▇ and his transferees or ▇▇▇▇▇ ▇▇▇▇▇▇ and his transferees, prior to the date one that is two (12) year years after the Termination Date, or date of termination of his employment with the Expiration Date (the “Restricted Period”), Executive will not at Company for any time (except for the Bank Entities)reason, directly or indirectly, in any capacity (whether as a proprietor, owner, agent, officer, director, shareholder, organizer, partner, principal, manager, member, employee, contractor, consultant or otherwise):; (a) provide any advice, assistance or services of the kind or nature which he provided to any of the Bank Entities or relating to business activities of the type engaged in by any of the Bank Entities within the preceding two years, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either case, a “Competitor”) if (i) such Competitor operates, or is planning to operate, any office, branch or other facility (engage in any casemanagerial, a “Branch”) that is (administrative, operational or is proposed to be) located within a fifty (50) mile radius of sales activities in the Bank’s headquarters or any Branch of Business anywhere in the Bank Entities and Restricted Area; (ii) such Branch competes organize, establish, operate, own, manage, control or will compete with have a direct or indirect investment or ownership interest in any corporation, partnership (limited or general), limited liability company enterprise or other business entity that engages in the products or services offered or planned to be offered by the Bank Entities during Business anywhere in the Restricted PeriodArea, provided, however, that such Person may retain, purchase or otherwise acquire (directly or indirectly) up to 2.5% of the outstanding shares of capital stock of any corporation listed on a national securities exchange or publicity traded in the over-the-counter market without violating this restriction; or (biii) sell solicit or actively recruit any employees of the Company or any of its subsidiaries or solicit sales any employee of Competitive Products the Company or any of its subsidiaries to Persons within such 50 mile radius, leave the employment of the Company; in each case except for Rafaella’s and Principal’s ownership of the Company and Principal’s performance of his obligations under his employment or assist consulting agreement with the Company. In no event shall any Competitor in such sales activities. Notwithstanding Principal have any provision hereof to the contrary, liability under this Section 8.5 does not restrict Executive’s right to (i) own securities 4.4 as a result of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) a breach of the Securities Exchange Act of 1934, as amended; provided that Executiveprovisions hereof by any other Principal or such other Principal’s total ownership constitutes less than two percent (2%) of the outstanding securities of such company and that such ownership does not does not violate: (A) the Code of Conduct transferee or any other policy Person other then such Principal and his transferees (other than any transferee acquiring Shares in compliance with Section 2.4 or 2.7 hereof). In no event shall Rafaella have any liability under this Section 4.4 as a result of a breach of the Bank, including provisions hereof by any policy related to inside information; Person other than Rafaella or ▇▇▇▇▇▇▇ or their transferees (B) other than any applicable securities law; transferee acquiring shares in compliance with Section 2.4 or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete Agreement as of even date herewith (the “Non-Compete”2.7 hereof). (b) For purposes of this Section 4.4, “Restricted Area” means North America, South America, Europe, Asia and Australia.

Non-Competition. Executive hereby The Employee acknowledges that employment by the Corporation will give the Employee access to the Confidential Information, and agrees thatthat the Employee’s knowledge of the Confidential Information will enable the Employee to put the Corporation at a significant competitive disadvantage if the Employee is employed or engaged by or becomes involved in a Competitive Business. Accordingly, during the course of employment, in addition to Executive’s access to Confidential Information, Executive has become, Employment Period and will become, familiar with and involved in all aspects of the business and operations of the Bank Entities. Executive hereby covenants and agrees that during the Term until the later to occur of the date for one (1) year after the Termination Date, the Employee will not, directly or the Expiration Date indirectly, individually or in partnership or in conjunction with any other Person: (the “Restricted Period”), Executive will not at any time (except for the Bank Entities)i) be engaged, directly or indirectly, in any capacity (whether manner whatsoever, including, without limitation, either individually or in partnership, jointly or in conjunction with any other person, or as a proprietoran employee, ownerconsultant, adviser, principal, agent, officermember or proprietor in any Competitive Business; (ii) be engaged, directordirectly or indirectly, shareholderin any manner whatsoever, organizerincluding, partnerwithout limitation, either individually or in partnership, jointly or in conjunction with any other person, or as an employee, consultant, adviser, principal, manageragent, member, employee, contractor, consultant member or otherwise): (a) provide proprietor in any advice, assistance or services Competitive Business in a capacity in which the loyal and complete fulfilment of the kind or nature which he provided Employee’s duties to any of the Bank Entities or relating to business activities of the type engaged in by any of the Bank Entities within the preceding two years, to any Person who owns or operates a that Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either case, a “Competitor”) if would (i) such Competitor operatesinherently require that the Employee use, copy or transfer Confidential Information, or is planning to operate, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities and (ii) such Branch competes make beneficial any use, copy or will compete with the products or services offered or planned to be offered by the Bank Entities during the Restricted Periodtransfer of Confidential Information; or (biii) sell advise, invest in, lend money to, guarantee the debts or solicit sales of Competitive Products to Persons within such 50 mile radiusobligations of, or assist otherwise have any Competitor other financial or other interest (including an interest by way of royalty or other compensation arrangements) in such sales activitiesor in respect of any Person which carries on a Competitive Business. Notwithstanding The restriction in Subsection 7.2 (iii) will not prohibit the Employee from holding not more than 5% of the issued shares of a public company listed on any provision hereof recognized stock exchange or traded on any bona fide "over the counter" market anywhere in the world. For greater certainty, the Employee’s obligations under this Section are in addition to the contrary, this Section 8.5 does not restrict Executive’s right to (i) own securities obligations respecting disclosure and use of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) of the outstanding securities of such company and that such ownership does not does not violate: (A) the Code of Conduct or any other policy of the Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete Agreement as of even date herewith (the “Non-Compete”)Confidential Information in Part 8.

Non-Competition. Executive hereby acknowledges and agrees that, during the course of employment, in addition to Executive’s access to Confidential Information, Executive has become, and will become, familiar with and involved in all aspects of the business and operations of the Bank Entities. Executive hereby Undersigned covenants and agrees that during the Term until undersigned’s Employment and for a period of twelve (12) months (and such period shall be tolled on a day-to-day basis for each day during which the later to occur undersigned participates in any activity in violation of the date one (1restrictions set forth in this Section 7(a)) year after following the Termination Dateundersigned’s termination of Employment, whether such termination occurs at the insistence of the Company or its Affiliates or the Expiration Date undersigned (the “Restricted Period”for whatever reason), Executive the undersigned will not at any time (except for the Bank Entities)not, directly or indirectly, alone or in any capacity association with others, anywhere in the Territory, own, manage, operate, control or participate in the ownership, management, operation or control of, or be connected as an officer, employee (whether as in a proprietorposition or at a level similar to or above that performed by the undersigned during his/her Employment), ownerinvestor, agentprincipal, officerjoint venturer, shareholder, partner, director, shareholderconsultant, organizeragent or otherwise with, partneror have any financial interest (through stock or other equity ownership, principalinvestment of capital, manager, member, employee, contractor, consultant the lending of money or otherwise): (a) provide in, any advicebusiness, assistance venture or services activity that directly or indirectly competes, or is in planning, or has undertaken any preparation, to compete, with the Business of the kind Company or nature which he provided to any of the Bank Entities or relating to business activities of the type engaged in by any of the Bank Entities within the preceding two years, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business its Immediate Affiliates (in either case, a “Competitor”) if (i) such Competitor operates), or is planning to operate, any office, branch or other facility (except that nothing contained in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities and (ii) such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities during the Restricted Period; or (b) sell or solicit sales of Competitive Products to Persons within such 50 mile radius, or assist any Competitor in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 does not restrict Executive7(a) shall prevent the undersigned’s right to (i) own securities wholly passive ownership of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) or less of the outstanding equity securities of any Competitor that is a publicly-traded company. For purposes of this Section 7(a), the “Business of the Company or any of its Immediate Affiliates” is that of arts and crafts specialty retailer providing materials, ideas and education for creative activities; provided, that the term “Competitor” shall not include any business, venture or activity whose gross receipts derived from the retail sale of arts and crafts products (aggregated with the gross receipts derived from the retail sale of arts and crafts projects of any related business, venture or activity) are less than ten percent (10%) of the aggregate gross receipts of such company businesses, ventures or activities. For purposes of this Section 7(a), the “Territory” is comprised of those states within the United States and that such ownership does not does not violatethose provinces of Canada in which the Company or any of its Immediate Affiliates was doing business at any time during the undersigned’s Employment, or with respect to the undersigned’s obligations following his/her termination of Employment the twelve (12) months immediately preceding undersigned’s termination of Employment. For purposes of this Section, “Immediate Affiliates” means those Affiliates which are one of the following: (Ai) the Code of Conduct a direct or any other policy indirect subsidiary of the BankCompany, including any policy related (ii) a parent to inside information; (B) any applicable securities law; the Company or (Ciii) any applicable standstill a direct or other similar contractual obligation indirect subsidiary of the Bank. The parties have also entered into that certain Non-Compete Agreement as of even date herewith (the “Non-Compete”)such a parent.

Non-Competition. In further consideration of the compensation to be paid to Executive hereby hereunder, Executive acknowledges and agrees that, that during the course of employmenthis employment with the Company and/or its subsidiaries he will become familiar with the Company's trade secrets and with other Confidential Information concerning the Company and that his services will be of special, in addition unique and extraordinary value to Executive’s access to Confidential Information, Executive has becomethe Company and its subsidiaries, and will becometherefore, familiar with and involved in all aspects of the business and operations of the Bank Entities. Executive hereby covenants and agrees that during the Non-Compete Period he shall not engage in Competition with the Company. As used herein, “Non-Compete Period” means during the Employment Term until and for a period of (i) if Executive’s employment is terminated for Cause or resigned without Good Reason: twelve (12) months following the later last day of Executive’s employment or (ii) if Executive’s employment is terminated without Cause or Executive resigns with Good Reason: the Severance Period. As used herein, “Competition” means to occur of the date one (1) year after the Termination Date, or the Expiration Date (the “Restricted Period”), Executive will not at any time (except for the Bank Entities), directly or indirectly, in a competitive capacity, own any capacity interest in, manage, operate, control, invest or acquire an interest in, participate in, consult with, render services for, operate or in any manner engage, in a competitive capacity, in any Competitive Business (including any division, group or franchise of a larger organization which is a Competitive Business), whether as a proprietor, owner, agentmember, partner, stockholder, director, manager, officer, directorexecutive, shareholderconsultant, organizerjoint venture, partnerinvestor, principalsales representative or other participant, managerthat competes with the Company or any of its subsidiaries, member, employee, contractor, consultant or otherwise): (a) provide any advice, assistance or services of the kind or nature which he provided to in any of the Bank Entities states in which the Company or relating to business activities of the type engaged in by any of its subsidiaries operates on the Bank Entities within the preceding two years, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business date in question (in either case, a “Competitor”) if (i) such Competitor operates, or is planning to operate, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities and (ii) such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities during the Restricted Period; or Employment Term) or on the last day of Executive's employment (b) sell if on or solicit sales following the employment termination date). Nothing herein shall prohibit the Executive from being a passive owner of Competitive Products to Persons within such 50 mile radius, or assist any Competitor in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 does not restrict Executive’s right to (i) own securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less more than two three percent (23%) of the outstanding securities stock of any class of a corporation which is publicly traded, so long as the Executive has no active participation in the business of such company and corporation. As used herein, “Competitive Business” means a business that such ownership does not does not violateoperates any of the following: (Ai) retail convenience stores (with or without fuel), (ii) gas stations (whether or not attached to a convenience store), and (iii) dollar stores. With respect to “convenience stores,” such term means any business listed on the Code of Conduct “Top 202 Convenience Stores” published by CSP News, or any other policy such successor publication. If no such publication exists, it shall mean the convenience stores on such list as of the Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete Agreement as of even last date herewith (the “Non-Compete”)such list was published.

Non-Competition. Executive hereby acknowledges and agrees that, during the course of employment, in addition to Executive’s access to Confidential Information, Executive has become, and will become, familiar with and involved in all aspects of the business and operations of the Bank Entities. Executive hereby covenants and agrees that during the Term until the later to occur of the date one (1) year after the Termination Date, or the Expiration Date (the “Restricted Period”), Executive will not at any time (except for the Bank Entities), directly or indirectly, in any capacity (whether as a proprietor, owner, agent, officer, director, shareholder, organizer, partner, principal, manager, member, employee, contractor, consultant or otherwise): (a) provide any advice, assistance or services of the kind or nature which he she provided to any of the Bank Entities or relating to business activities of the type engaged in by any of the Bank Entities within the preceding two years, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either case, a “Competitor”) if (i) such Competitor operates, or is planning to operate, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities and (ii) such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities during the Restricted Period; or (b) sell or solicit sales of Competitive Products or Services to Persons within such 50 mile radius, or assist any Competitor in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 8.4 does not restrict Executive’s right to (i) own securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) of the outstanding securities of such company and that such ownership does not does not violate: (A) the Code of Conduct or any other policy of the Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties acknowledge that they have also entered into that certain Non-Compete Agreement as of even date herewith August 1, 2014, as may be amended from time to time, which is in addition to and not in lieu of any of the restrictions hereunder (the “Non-CompeteCompete Agreement”).

Non-Competition. Executive hereby acknowledges and (a) In consideration of the Purchase Price to be received under this Agreement, each Warrantor agrees that, during with respect to clause (i), for a period beginning on the course of employment, in addition to Executive’s access to Confidential Information, Executive has become, Initial Closing Date and will become, familiar with and involved in all aspects ending on the second (2nd) anniversary of the business and operations of the Bank Entities. Executive hereby covenants and agrees that during the Term until the later to occur of the date one (1) year after the Termination Date, or the Expiration Initial Closing Date (the “Restricted "Restrictive Covenant Period”") or, with respect to clause (ii), Executive will for a period beginning on the Initial Closing Date and ending on the 180th calendar day following the Initial Closing Date (the "Non-Hire Restrictive Period"), such Warrantor shall not at any time (except and shall cause its Affiliates, but for the Bank Entitiesavoidance of doubt shall not include any third party purchaser of all or substantially all of the assets of TDC or the business of TDC, which purchaser shall be entitled to carry on any matter set forth in this Section 9.01), not to, directly or indirectly, in any capacity (whether as a proprietor, owner, agent, officer, director, shareholder, organizer, partner, principal, manager, member, employee, contractor, consultant or otherwise): (a) provide any advice, assistance or services of the kind or nature which he provided to indirectly do any of the Bank Entities or relating to business activities of the type engaged in by any of the Bank Entities within the preceding two years, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either case, a “Competitor”) if following: (i) such Competitor operatesengage in any aspect of the Business, or is planning to operateinvest in, advise with regard to, own, manage, operate or control any office, branch or other facility (Person engaged in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius aspect of the Bank’s headquarters or any Branch of Business, anywhere within Europe and/or UAE; provided, however, that the Bank Entities and (ii) such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities during the Restricted Period; or (b) sell or solicit sales of Competitive Products to Persons within such 50 mile radius, or assist any Competitor restrictions set forth in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 does 9.01(a)(i) will not restrict Executive’s right to apply (i) own to any investment in or the beneficial ownership of less than ten percent (10%) of any class of equity securities of any Entity that files periodic reports with the Securities and Exchange Commission under such Person registered pursuant to Section 13 or 15(d) 12 of the Securities Exchange Act of 1934, as amended; provided that Executive’s total amended and/or other securities laws applicable to such Person, (ii) to any investment in or beneficial ownership constitutes less than two percent (2%) of the outstanding any fixed-income securities of such company and that Person, (iii) to any investment in or beneficial ownership of any securities of such Person solely with respect to any hedging, monetization, swap or derivative transactions or (iv) to any passive investment in or beneficial ownership does not does not violate: (Aof any equity interest of any Person who comes within the categories set forth in Rule 501(a)(1) of Regulation D of the Code Securities Act of Conduct 1933, as amended or any other policy Qualified Institutional Buyer (as such term is defined in Rule 144A of the BankSecurities Act of 1933, including as amended) that owns, invests in or controls such Person, with regard to (ii) or (iv) for investments for pension or retirement plans; or (ii) solicit or attempt to hire for employment any policy related employee of either Company having corporate title of, or having responsibilities similar to, vice president or above with such Company following the Initial Closing; provided, however, that the term "solicit for employment" in this Section 9.01(a)(ii) shall not be deemed to inside informationinclude general solicitations of employment not specifically directed toward employees of Buyer (or any Affiliate thereof) or any discussions, offers or agreements regarding employment with any such employee having initiated contact with any Warrantor (or any Affiliate thereof) in response to such general solicitations of employment. (b) For purposes of this Section 9.01, "Business" means the design, manufacture, storage, marketing, supply or servicing of original and replacement by the Companies of (i) pleated filter bags used in commercial and industrial air filtration bag-house applications; (Bii) air filter cartridges used in commercial or industrial dust collection equipment; and/or (iii) air filters for gas turbine air inlet applications (it being understood that "Business" shall not consists of any applicable securities law; matter set forth in the lead-in clause of this paragraph as applies to non-pleated filter bags or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete Agreement as of even date herewith (the “Non-Compete”support cages therefor).

Non-Competition. Executive hereby acknowledges In view of the fact that any activity of Employee in violation of the terms hereof would deprive Parent, Company and agrees thattheir affiliates (as defined below) of the benefit of the bargain under the Merger Agreement, during the course as a material inducement to and a condition precedent of employment, in addition to Executive’s access to Confidential Information, Executive has becomeParent's obligations thereunder, and will becometo preserve the goodwill associated with Company's business, familiar with and involved in all aspects of Employee hereby agrees to the business and operations of the Bank Entities. Executive following restrictions on his activities: Employee hereby covenants and agrees that during the Term until the later to occur of period commencing on the date one (1) year hereof and ending ________ months [18 months for ▇▇▇ ▇▇▇▇▇▇, 12 months for other Employees] after the Termination Datedate hereof, or he will not, without the Expiration Date (the “Restricted Period”), Executive will not at any time (except for the Bank Entities)express written consent of Parent, directly or indirectly, anywhere in the United States, engage in any capacity activity which is, or participate or invest in, provide or facilitate the provision of financing to, or assist (whether as a proprietor, owner, agentpart-owner, shareholder, partner, director, officer, director, shareholder, organizer, partner, principal, manager, membertrustee, employee, contractor, consultant agent or otherwise): (a) provide any advice, assistance or services of the kind or nature which he provided to any of the Bank Entities or relating to business activities of the type engaged in by any of the Bank Entities within the preceding two years, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either case, a “Competitor”) if (i) such Competitor operatesconsultant, or is planning to operatein any other capacity), any officebusiness, branch organization or person (as defined below) other facility (in any case, a “Branch”) that is than Parent or Company (or is proposed to be) located within a fifty (50) mile radius any affiliate of the Bank’s headquarters Parent or any Branch of the Bank Entities and (ii) such Branch competes or will compete with the Company), whose business, activities, products or services offered are competitive with the Business conducted by Parent or planned Company (or any affiliate of Parent or Company) as of the date hereof. Without implied limitation, the foregoing covenant shall include soliciting, for or on behalf of Employee or any such competitor, any client of Company, and diverting to any person any client or business opportunity of Company. The parties intend that the covenant contained in the preceding portion of this paragraph shall be offered by construed as a series of separate covenants, one for each of the Bank Entities separate geographical areas to which this Agreement applies. Except for the geographic coverage, the terms of each such covenant shall be deemed identical to the terms of the covenant described above. Employee hereby agrees that during the Restricted Period; or (b) sell period commencing on the date hereof and ending ________ months [18 months for ▇▇▇ ▇▇▇▇▇▇, 12 months for other Employees] after the date hereof, he will not, without the express written consent of Parent, directly or indirectly, anywhere in the United States, solicit sales for employment, for or on behalf of Competitive Products to Persons within himself or any such 50 mile radiuscompetitor, any officer or employee of Company, or assist encourage, for or on behalf of himself or any Competitor in such sales activitiescompetitor, any such officer or employee to terminate his or her relationship or employment with Company. Notwithstanding any provision hereof anything herein to the contrary, this Section 8.5 does not restrict Executive’s right to (i) own securities Employee may make passive investments in any enterprise, the shares of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934which are publicly traded, as amended; provided that Executive’s total ownership if such investment constitutes less than two five (5) percent (2%) of the outstanding securities equity of such company enterprise, and that such ownership does not does not violate: (A) the Code Employee may purchase shares of Conduct or any other policy Parent's common stock without limitation hereunder. As of the Bankdate of this Agreement, including any policy related Employee has no business interests in or relating to inside information; the Business whatsoever other than his interest in Company, and other than interests in public companies of less than five (B5) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete Agreement as of even date herewith (the “Non-Compete”)percent.

Non-Competition. Executive ▇▇▇▇ hereby acknowledges and agrees that, during the course of employment, in addition to Executive’s access to Confidential Information, Executive has become, and will become, familiar with and involved in all aspects of the business and operations of the Bank Entities. Executive ▇▇▇▇ hereby covenants and agrees that during the Term until the later earlier to occur of the date one (1) year after the Termination Date, or the Expiration Date (the “Restricted Period”), Executive will not at any time (except for the Bank Entities), directly or indirectly, in any capacity (whether as a proprietor, owner, agent, officer, director, shareholder, organizer, partner, principal, manager, member, employee, contractor, consultant or otherwise): (ai) provide any advice, assistance or services of the kind or nature which he provided to any of the Bank Entities or relating to business activities of the type engaged in by any of the Bank Entities within the preceding two years, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either case, a “Competitor”) if (iY) such Competitor operates, or is planning to operate, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities and (iiZ) such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities during the Restricted Period; or (bii) sell or solicit sales of Competitive Products to Persons within such 50 mile radius, or assist any Competitor in such sales activities. Notwithstanding the above, the provisions of this Section 8.5 shall not apply in the event the Executive (a) continued employment with the Company and the Bank upon a Change in Control and then (b) voluntarily resigns from the Company and the Bank effective in the thirteenth or fourteenth month following such Change in Control and (c) no Change in Control Payment had been paid to Executive in connection with the Change in Control. Notwithstanding any provision hereof to the contrary, this Section 8.5 6(e) does not restrict ExecutivePaul’s right to (i) own securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) of the outstanding securities of such company and that such ownership does not does not violate: (A) the Code of Conduct or any other policy of the Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete Agreement as of even date herewith August 1, 2014 (the “Non-Compete”).

Non-Competition. Executive hereby acknowledges and agrees that, during the course of employment, in addition to Executive’s access to Confidential Information, Executive has become, and will become, familiar with and involved in all aspects of the business and operations of the Bank Entities. Executive hereby covenants and agrees that during the Term until the later to occur of the date and for one (1) year after the Termination Date, or the Expiration Date (the “Restricted Period”), Executive will shall not, without the prior approval of a majority of the Company Board (Executive not at any time (except for the Bank Entitiesparticipating), directly or indirectly, in any capacity (whether as a proprietor, owner, agent, officer, director, shareholder, organizer, partner, principal, manager, member, employee, contractor, consultant or otherwise): (a) provide any adviceown, assistance manage or control or participate in the ownership, management or control, or perform services of that are the kind same as or nature which he substantially to those services provided by Executive to any of the Company or the Bank Entities within twelve (12) months prior to the cessation of Executive’s employment by the Company or relating to business activities of the type engaged in by any of the Bank Entities within the preceding two yearsto, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate form or acquire a Competitive Business (in either case, a “Competitor”) if (i) such Competitor Competitive Business operates, or is planning to operate, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or within a twenty-five (25) mile radius of any Branch office of the Bank Entities and (ii) such Branch competes or will compete with that is in existence immediately prior to the products or services offered or planned to be offered by the Bank Entities during the Restricted Period; or (b) sell or solicit sales date of Competitive Products to Persons within such 50 mile radius, or assist any Competitor in such sales activitiestermination of Executive’s employment. Notwithstanding any provision hereof to the contrary, this Section 8.5 8.4 does not restrict Executive’s right to (i) own or acquire securities of any Entity entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”); provided that Executive’s his total ownership constitutes less than two percent (2%) of the outstanding securities of such company and entity; (ii) to own, or during the Restricted Period to maintain ownership of (but not to acquire ownership of), passive investments in securities of any entity that such ownership does not does not violate: (Afile periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) the Code of Conduct or any other policy of the Bank, including any policy related to inside informationExchange Act; provided that his total ownership constitutes less than five percent (B5%) any applicable of the outstanding securities law; of such company or (Ciii) any applicable standstill or other similar contractual obligation to serve as a director of the Bank. The parties have also entered into that certain Non-Compete Agreement as of even date herewith (the “Non-Compete”)Westminster American Insurance Company.

Non-Competition. Executive hereby acknowledges and agrees that, during the course of employment, in addition to Executive’s access to Confidential Information, Executive has become, and will become, familiar with and involved in all aspects of the business and operations of the Bank Entities. Executive hereby covenants and agrees that during the Term until the later to occur of the date one (1) year after the Termination Date, or the Expiration Date (the “Restricted Period”), Executive will not at any time (except for the Bank Entities), directly or indirectly, in any capacity (whether as a proprietor, owner, agent, officer, director, shareholder, organizer, partner, principal, manager, member, employee, contractor, consultant or otherwise): (a) provide any adviceDuring the two-year period commencing on the date Executive’s employment with the Company ends, assistance Executive shall not be employed or services of the kind or nature which he provided to otherwise involved with any of the Bank Entities companies or relating to business activities units described in Section A of the type engaged in by Schedule of Competitors attached hereto, and any successors thereto and spinoffs therefrom. For avoidance of doubt, Executive may be employed or involved with a company that owns any of the Bank Entities within specifically identified companies in Section A of the preceding two yearsSchedule of Competitors or any company that is not primarily focused on or engaged in activities relating to the Hispanic market (“Non-Hispanic Business Company”) so long as he is not employed by or otherwise directly involved with such specifically identified companies or such activities, and Executive shall not be deemed to be directly involved in such specifically identified companies or activities relating to the Hispanic market if less than 20% of his duties, responsibilities and activities with respect to any Person who owns Non-Hispanic Business Company arise from or operates a Competitive Business relate to such specifically identified companies or activities relating to the Hispanic market, including companies or business units that are primarily focused on or engaged in such activities. Executive shall have the burden of demonstrating that his duties, responsibilities and activities with respect to such specifically identified companies and activities relating to the Hispanic market constitute less than 20% of his overall duties, responsibilities and activities with any Person that is attempting to initiate or acquire a Competitive Business (in either case, a “Competitor”) if (i) such Competitor operates, or is planning to operate, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities and (ii) such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities during the Restricted Period; orcompany. (b) sell During the one-year period following the date Executive’s employment with the Company ends, Executive shall not be employed or solicit sales otherwise involved with any of Competitive Products the companies set forth in Section B of the Schedule of Competitors attached hereto, and any successors thereto and spinoffs therefrom. (c) The Company may amend the Schedule of Competitors attached hereto from time to Persons within time prior to the date either party provides a notice of termination of employment to the other party; provided, however, that the number of companies set forth in Section B of such 50 mile radius, Schedule may not be increased. The Company shall not unreasonably withhold its consent to Executive’s employment or assist other involvement with any Competitor in such sales activitiesof the named competitors on the Schedule of Competitors. Notwithstanding any provision hereof anything herein to the contrary, this Section 8.5 does not restrict Executive’s right to (i) own securities the Executive may hold passive investments in any enterprise the shares of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership which are publicly traded if such investment constitutes less than two one percent (21%) of the outstanding securities equity of such company and that such ownership does not does not violate: (A) the Code of Conduct or any other policy of the Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete Agreement as of even date herewith (the “Non-Compete”)enterprise.

Non-Competition. The Executive hereby acknowledges and agrees that, during the course of employment, in addition to Executive’s access to Confidential Information, Executive has become, and will become, familiar with and involved in all aspects of the business and operations of the Bank Entities. Executive hereby covenants and agrees that for the Restricted Period (as defined below), the Executive will not, in the United States or any other jurisdiction in which the Company, the Parent or their respective corporate controlled affiliates is engaged or has reasonably firm plans to engage in business, whether as a principal, investor, employee, consultant, independent contractor, officer, director, board member, manager, partner, agent, or otherwise, alone or in association with any other person, firm, corporation, or business organization, work for, become employed by, engage in, carry on, provide services to, or assist in any manner (whether or not for compensation or gain) a person or entity that engages in any business in which the Company, the Parent, or any of their corporate controlled affiliates is engaged (a “Competing Business”), where Executive’s position or service for such Competing Business relates to Executive’s positions with or the types of services performed by the Executive for the Company, the Parent, or any of their corporate controlled affiliates, or is otherwise competitive with the Company’s, the Parent’s, or any of their corporate controlled affiliates’ products or services provided, however, that the foregoing will not prohibit the Executive from (i) serving on a board of directors (or comparable bodies) of other entities where the Parent has given prior permission, (ii) after the occurrence of both a Change of Control (as defined in Section 11) and the termination of the Executive’s employment, being employed by (A) a campus-based institution of higher education that derives no more than twenty percent (20%) of its revenues from online education, provided, that the Executive is not predominantly engaged in supporting the online education, or (B) an online learning company that does not provide higher education, or (iii) serving as a faculty member, “scholar in residence” or similar academic position, provided, that the Executive does not engage in administrative matters, other than to a de minimis extent. Notwithstanding the foregoing, the ownership by the Executive of less than one percent (1%) of the outstanding stock of any corporation listed on a national securities exchange shall not be deemed a violation of this Section 8(a). For purposes of the foregoing, the “Restricted Period” means the period during the Term until the later to occur Executive’s employment hereunder and (x) for a period of the date one (1) year after thereafter (to the Termination Dateextent permitted by law), or (y) in the Expiration Date event of a termination by the Executive of her employment after July 1, 2017 for other than Good Reason, and provided that within thirty (30) days of notice by the “Restricted Period”), Executive will of such termination the Company does not at any time (except notify the Executive that the Company had grounds for the Bank Entities), directly or indirectly, in any capacity (whether as a proprietor, owner, agent, officer, director, shareholder, organizer, partner, principal, manager, member, employee, contractor, consultant or otherwise): (a) provide any advice, assistance or services termination of the kind or nature which he provided to any of the Bank Entities or relating to business activities of the type engaged in by any of the Bank Entities within the preceding two years, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either case, a “Competitor”) if (i) such Competitor operates, or is planning to operate, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities and (ii) such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities during the Restricted Period; or (b) sell or solicit sales of Competitive Products to Persons within such 50 mile radius, or assist any Competitor in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 does not restrict Executive’s right to employment for Cause, for a period until the later of six (i6) own securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 months after such termination or 15(d) of the Securities Exchange Act of 1934July 1, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) of the outstanding securities of such company and that such ownership does not does not violate: (A) the Code of Conduct or any other policy of the Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete Agreement as of even date herewith (the “Non-Compete”)2018.

Non-Competition. Executive hereby (a) The Company shall provide Employee access to the Confidential Information for use only during the Employment Period, and Employee acknowledges and agrees that, during that the course of employmentCompany Group will be entrusting Employee, in addition to ExecutiveEmployee’s unique and special capacity, with developing the goodwill of the Company Group, and in consideration thereof and in consideration of the access to Confidential Information, Executive has becomevoluntarily agreed to the covenants set forth in this Section. Employee further agrees and acknowledges that the limitations and restrictions set forth herein, including but not limited to geographical and will becometemporal restrictions on certain competitive activities, familiar with are reasonable and involved in all aspects not oppressive and are material and substantial parts of this Agreement intended and necessary to prevent unfair competition and to protect the Company Group’s Confidential Information and substantial and legitimate business interests and operations goodwill. (b) During the Employment Period and for a period of the Bank Entities. Executive hereby covenants and agrees that during the Term until the later to occur of the date one two (12) year after the Termination Date, or the Expiration Date years (the “Restricted Period”) following the termination of the Employment Period for any reason, Employee shall not, for whatever reason and with or without cause, either individually or in partnership or jointly or in conjunction with any other Person or Persons as principal, agent, employee, shareholder (other than holding equity interests listed on a United States stock exchange or automated quotation system that do not exceed five percent (5%) of the outstanding shares so listed), Executive will not at owner, investor, partner or in any time (except for the Bank Entities)other manner whatsoever, directly or indirectly, engage in any capacity (whether as a proprietor, owner, agent, officer, director, shareholder, organizer, partner, principal, manager, member, employee, contractor, consultant or otherwise):compete with the Business anywhere in the world. (ac) provide During the Restricted Period, Employee shall not (A) knowingly induce or attempt to induce any advice, assistance or services other Person known to Employee to be a customer of the kind Company or nature which he provided to any of the Bank Entities or relating to business activities of the type engaged in by any of the Bank Entities within the preceding two years, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business its affiliates (in either caseeach, a “CompetitorCustomer”) if (i) such Competitor operates, or is planning to operate, cease doing any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities and (ii) such Branch competes or will compete business with the products Company or services offered or planned to be offered by its affiliates anywhere in the Bank Entities during the Restricted Period; world or (b) sell or solicit sales of Competitive Products to Persons within such 50 mile radius, or assist any Competitor in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 does not restrict Executive’s right to (i) own securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) of the outstanding securities of such company and that such ownership does not does not violate: (A) the Code of Conduct or any other policy of the Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete Agreement as of even date herewith (the “Non-Compete”).

Non-Competition. (a) The Executive hereby acknowledges that the special relationship of trust and confidence between him, the Bank, and its clients and customers creates a high risk and opportunity for the Executive to misappropriate the relationship and goodwill existing between the Bank and its clients and customers. The Executive further acknowledges and agrees that it is fair and reasonable for the Bank to take steps to protect itself from the risk of such misappropriation. The Executive further acknowledges that, during at the course outset of employmenthis employment with the Bank and/or throughout his employment with the Bank, the Executive will be provided with access to and informed of the Bank’s and the Holding Company’s Proprietary Information, which will enable him to benefit from the Bank’s and Holding Company’s goodwill and know-how. (b) The Executive acknowledges that it would be inevitable in the performance of his duties as a director, officer, employee, investor, agent or consultant of any person, association, entity, or company which competes with the Bank or Holding Company, or which intends to or may compete with the Bank or Holding Company, to disclose and/or use the Bank’s and Holding Company’s Proprietary Information, as well as to misappropriate the Bank’s and Holding Company’s goodwill and know-how, to or for the benefit of such other person, association, entity, or company. The Executive also acknowledges that, in addition to Executive’s access to Confidential Information, Executive has become, and will become, familiar with and involved in all aspects exchange for the execution of the business non-solicitation restriction set forth in this Section 10, he has received substantial, valuable consideration. The Executive further acknowledges and operations agrees that this consideration constitutes fair and adequate consideration for the execution of the Bank Entities. non-solicitation restriction set forth in this Section 10. (c) Ancillary to the enforceable promises set forth in this Agreement, as well as to protect the vital interests described in this Section 10, the Executive hereby covenants and agrees that during the Term until the later to occur of the date one (1) year after the Termination Date, or the Expiration Date Employment (the “Restricted Non-Compete Period”), the Executive will not at any time (except for not, without the Bank Entities)prior written consent of the Bank’s full Board of Directors, directly or indirectly, in any capacity (whether alone or for his own account, or as a proprietor, owner, agentpartner, investor, member, trustee, officer, director, shareholder, organizeremployee, partnerconsultant, principaldistributor, manageradvisor, memberrepresentative or agent of any partnership, joint venture, corporation, trust, or other business organization or entity: (i) solicit the banking business of any current customers of the Bank; (ii) acquire, charter, operate or enter into any franchise or other management agreement with any financial institution; (iii) serve as an officer, director, employee, contractor, agent or consultant or otherwise):to any financial institution; or (aiv) provide any adviceestablish or operate a branch or other office of a financial institution; for purposes of clauses (ii), assistance or services of the kind or nature which he provided (iii) and (iv) above, such limitation shall apply to any of the Bank Entities or relating to business activities of the type engaged in by any of the Bank Entities within the preceding two years, to any Person who owns or operates financial institution that has a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either case, a “Competitor”) if (i) such Competitor operates, or is planning to operate, any main office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located loan production office within a fifty one hundred (50100) mile radius of the Bank’s headquarters or any Branch of the Bank Entities and (ii) such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities during the Restricted Period; or (b) sell or solicit sales of Competitive Products to Persons within such 50 mile radius, or assist any Competitor in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 does not restrict Executive’s right to (i) own securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) of the outstanding securities of such company and that such ownership does not does not violate: (A) the Code of Conduct or any other policy main office of the Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete Agreement as of even date herewith (the “Non-Compete”).

Non-Competition. Executive hereby acknowledges and agrees that, during the course of employment, in addition to Executive’s access to Confidential Information, Executive has become, and will become, familiar with and involved in all aspects of the business and operations of the Bank Entities. Executive hereby covenants and agrees that during the Term until the later to occur of the date one (1) year after the Termination Date, or the Expiration Date (the “Restricted Period”), Executive will not at any time (except for the Bank Entities), directly or indirectly, in any capacity (whether as a proprietor, owner, agent, officer, director, shareholder, organizer, partner, principal, manager, member, employee, contractor, consultant or otherwise): (a) provide any advice, assistance or services of the kind or nature which he provided to any of the Bank Entities or relating to business activities of the type engaged in by any of the Bank Entities within the preceding two years, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either case, a “Competitor”) if (i) such Competitor operates, or is planning to operate, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities and (ii) such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities during the Restricted Period; or (b) sell or solicit sales of Competitive Products or Services to Persons within such 50 mile radius, or assist any Competitor in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 8.4 does not restrict Executive’s right to (i) own securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) of the outstanding securities of such company and that such ownership does not does not violate: (A) the Code of Conduct or any other policy of the Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete Agreement as of even date herewith (the “Non-Compete”).

Non-Competition. Executive hereby acknowledges In view of the fact that any activity of Stockholder in violation of the terms hereof would deprive Parent, Surviving Entity and agrees thattheir affiliates (as defined below) of the benefit of the bargain under the Merger Agreement, during the course as a material inducement to and a condition precedent of employment, in addition to Executive’s access to Confidential Information, Executive has becomeParent's obligations thereunder, and will becometo preserve the goodwill associated with Surviving Entity's business, familiar with and involved in all aspects of Stockholder hereby agrees to the business and operations of the Bank Entities. Executive following restrictions on his activities: Stockholder hereby covenants and agrees that during the Term until the later to occur of period commencing on the date one (1) year hereof and ending 24 months after the Termination Datedate hereof, or the Expiration Date (the “Restricted Period”), Executive Stockholder will not at any time (except for the Bank Entities)not, directly or indirectly, anywhere in the United States, engage in any capacity activity which is, or participate or invest in, provide or facilitate the provision of financing to, or assist (whether as a proprietor, owner, agentpart-owner, shareholder, partner, director, officer, director, shareholder, organizer, partner, principal, manager, membertrustee, employee, contractor, consultant agent or otherwise): (a) provide any advice, assistance or services of the kind or nature which he provided to any of the Bank Entities or relating to business activities of the type engaged in by any of the Bank Entities within the preceding two years, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either case, a “Competitor”) if (i) such Competitor operatesconsultant, or is planning to operatein any other capacity), any officebusiness, branch organization or person (as defined below) other facility (in any case, a “Branch”) that is than Parent or Surviving Entity (or is proposed to be) located within a fifty (50) mile radius any affiliate of the Bank’s headquarters Parent or any Branch of the Bank Entities and (ii) such Branch competes or will compete with the Surviving Entity), whose business, activities, products or services offered are competitive with the Business conducted by Parent or planned to be offered Surviving Entity (or any affiliate of Parent or Surviving Entity) as of the date hereof [other than activities by the First Internet Bank Entities as specifically authorized by that certain Non-Exclusive License Option, dated concurrently herewith.]. In addition, Stockholder hereby agrees that during the Restricted Period; or (b) sell period commencing on the date hereof and ending 60 months after the date hereof, Stockholder will not, directly or indirectly, solicit sales Business, for or on behalf of Competitive Products Stockholder or any such competitor, from any entity or person who was a client of Surviving Entity on the date hereof. The parties intend that the covenants contained in the preceding portion of this paragraph shall be construed as a series of separate covenants, one for each of the separate geographical areas to Persons within which this Agreement applies. Except for the geographic coverage, the terms of each such 50 mile radiuscovenant shall be deemed identical to the terms of the covenant described above. Stockholder hereby agrees that during the period commencing on the date hereof and ending 24 months after the date hereof, Stockholder will not, without the express written consent of Parent, directly or indirectly, anywhere in the United States, solicit for employment, for or on behalf of Stockholder or any such competitor, any officer or employee of Surviving Entity, or assist encourage, for or on behalf of Stockholder or any Competitor in such sales activitiescompetitor, any such officer or employee to terminate his or her relationship or employment with Surviving Entity. Notwithstanding any provision hereof anything herein to the contrary, this Section 8.5 does not restrict Executive’s right to (i) own securities Stockholder may make passive investments in any enterprise, the shares of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934which are publicly traded, as amended; provided that Executive’s total ownership if such investment constitutes less than two five (5) percent (2%) of the outstanding securities equity of such company and that such ownership does not does not violate: (A) the Code of Conduct or any other policy enterprise. As of the Bankdate of this Agreement, including any policy related Stockholder has no business interests in or relating to inside information; the Business whatsoever other than his interest in Virtual Financial Services, Inc., and interests in public companies of less than five (B5) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete Agreement as of even date herewith (the “Non-Compete”)percent.

Non-Competition. Executive hereby acknowledges The Bank and the Employee have agreed that the primary service area of the Bank’s lending and deposit taking functions in which the Employee will actively participate extends separately to an area that encompasses a 100 mile radius from each banking or other office location of the Bank and its Affiliates where the Employee has provided services to the Bank during the twenty-four (24) month period immediately preceding the date of termination (collectively, the “Restrictive Area”). This excludes First Trust and Savings Bank - FDIC certificate number 8752, with headquarters in Wheatland, Iowa. Therefore, as an essential ingredient of and in consideration of this Agreement and his employment by the Bank, the Employee agrees that, during his employment with the course Bank and for a period of eighteen (18) months immediately following the termination of his employment, in addition to Executive’s access to Confidential Informationfor whatever reason, Executive has becomewhere such termination occurs during the term of this Agreement or thereafter, and he will becomenot, familiar except with and involved in all aspects the express prior written consent of the business and operations of the Bank Entities. Executive hereby covenants and agrees that during the Term until the later to occur of the date one (1) year after the Termination Date, or the Expiration Date (the “Restricted Period”), Executive will not at any time (except for the Bank Entities)Bank, directly or indirectly, in any capacity (whether as a proprietor, owner, agent, officer, director, shareholder, organizer, partner, principal, manager, member, employee, contractor, consultant or otherwise): (a) provide any advice, assistance or services of the kind or nature which he provided to do any of the Bank Entities or relating to business activities of the type engaged in by any of the Bank Entities within the preceding two years, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either case, a “Competitor”) if following: (i) such Competitor operatesWithin the Restricted Area, engage or invest in, own, manage, operate, finance, control, or is planning to operateparticipate in the ownership, management, operation or control of, be employed by, associated with, or in any manner connected with, serve as a director, officer or consultant to, lend his name or any similar name to, lend his credit to, or render services or advice to, any officeperson, branch firm, partnership, corporation or other facility (trust which owns, operates or is in any casethe process of forming, a bank, savings and loan association, credit union or similar financial institution (a “BranchFinancial Institution”) with an office located, or to be located at an address identified in a filing ​ with any regulatory authority, within the Restrictive Area; provided however, that is (or is proposed to be) located within a fifty (50) mile radius the ownership by the Employee of shares of the Bank’s headquarters or any Branch of the Bank Entities and (ii) such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities during the Restricted Period; or (b) sell or solicit sales of Competitive Products to Persons within such 50 mile radius, or assist any Competitor in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 does not restrict Executive’s right to (i) own securities capital stock of any Entity that files periodic reports with Financial Institution which shares are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less which do not represent more than two five percent (25%) of the institution’s outstanding securities capital stock, shall not violate any terms of such company and that such ownership does not does not violatethis Agreement; (ii) Either for the Employee or any Financial Institution: (A) induce or attempt to induce any employee of the Code of Conduct Bank or any other policy of its Affiliates with whom the Employee had significant contact to leave the employ of the Bank, including Bank or any policy related to inside informationof its Affiliates; (B) in any applicable securities lawway interfere with the relationship between the Bank or any of its Affiliates and any employee of the Bank or any of its Affiliates with whom the Employee had significant contact; or (C) induce or attempt to induce any applicable standstill customer, supplier, licensee or other similar contractual obligation business relation of the Bank. The parties have also entered into Bank or any of its Affiliates with whom the Employee had significant contact to cease doing business with the Bank or any of its Affiliates or in any way interfere with the relationship between the Bank or any of its Affiliates and their respective customers, suppliers, licensees or business relations with whom the Employee had significant contact; or (iii) Either for the Employee or any Financial Institution, solicit the business of any person or entity known to the Employee to be a customer of the Bank or any of its Affiliates, where the Employee had significant contact with such person or entity, with respect to products, activities or services that certain Non-Compete Agreement as compete in whole or in part with the products, activities or services of even date herewith (the “Non-Compete”)Bank or any of its Affiliates.

Non-Competition. Executive hereby acknowledges and agrees that, during the course of employment, in addition As a material inducement to ExecutiveParent’s access to Confidential Information, Executive has become, and will become, familiar with and involved in all aspects consummation of the business and operations Contemplated Transactions, including, without limitation, Parent’s acquisition of the Bank Entities. Executive hereby covenants and agrees that during goodwill associated with the Term until the later to occur business of the date one Companies and the Subsidiaries, each of the Principal Shareholders (1and not the Minority Shareholders) year after agrees as follows: (a) Such Principal Shareholder will not, for a period of two (2) years following the Termination Date, or the Expiration Closing Date (computed by excluding from such computation any time during which such Principal Shareholder is found by a court of competent jurisdiction to have been in violation of any provision of this Section 7.5(a)) (the “Restricted Period”), Executive will not at any time (except for the Bank Entities), directly or indirectly, for himself or on behalf of or in conjunction with any capacity other Person, engage in, invest in or otherwise participate in (whether as a proprietor, an owner, agentemployee, officer, director, shareholdermanager, organizerconsultant, independent contractor, agent, partner, principaladvisor, manager, member, employee, contractor, consultant or otherwise): (ain any other capacity) provide any advice, assistance or services business that competes with the business of the kind or nature which he provided to any of the Bank Entities Companies, the Subsidiaries or relating to the Surviving Corporation (such business, the “Restricted Business”) in any Restricted Area, or at any time following the Closing Date make any use of any Company Intellectual Property other than in connection with the business activities of the type engaged in by any of the Bank Entities within Companies, the preceding two years, to any Person who owns Subsidiaries or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either case, a “Competitor”) if (i) such Competitor operates, or is planning to operate, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities and (ii) such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities during the Restricted Period; or (b) sell or solicit sales of Competitive Products to Persons within such 50 mile radius, or assist any Competitor in such sales activitiesSurviving Corporation. Notwithstanding any provision hereof the above, the foregoing covenant shall not be deemed to prohibit the contrary, this Section 8.5 does acquisition as a passive investment of not restrict Executive’s right to (i) own securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less more than two percent (2%) of the outstanding capital stock of a competing business whose stock is traded on a national securities exchange or over-the-counter and shall not be deemed to prohibit the acquisition of any capital stock of Parent. (b) Such Principal Shareholder will not, for a period of two (2) years following the Closing Date (computed by excluding from such company and that computation any time during which such ownership does Principal Shareholder is found by a court of competent jurisdiction to have been in violation of any provision of this Section 7.5(b)), directly or indirectly, for himself or on behalf of or in conjunction with any other Person, (i) solicit or hire (or assist or encourage any other Person to solicit or hire), or otherwise interfere in any manner with the employment or consulting relationship of, any Person who is an employee or consultant of any of Parent, the Companies, the Subsidiaries, the Surviving Corporation or any of Parent’s other subsidiaries (each, a “Restricted Entity”), other than by general public advertisement or other such general solicitation not does not violate: specifically targeted at any such Person, (ii) induce or request any customer of any Restricted Entity to reduce, cancel or terminate its business with such Restricted Entity or otherwise interfere in any manner in any Restricted Entity’s business relationship with any of its customers, or (iii) solicit or accept business from any customer of any Restricted Entity in connection with a Restricted Business. For purposes of this Section 7.5(b), a Person shall be deemed to be an employee, consultant or customer of any Restricted Entity if any such relationship existed or exists at any time (A) during the Code thirty (30) days prior to the execution of Conduct this Agreement or any other policy of the Bank, including any policy related to inside information; (B) after the Closing Date and during the operation of this provision, and any such Person shall cease to have the applicable securities law; or status one year after the termination of any such relationship. (Cc) any applicable standstill or Such Principal Shareholder agrees that the foregoing covenants are reasonable with respect to their duration, geographic area and scope, to protect, among other similar contractual obligation things, Parent’s acquisition of the Bankgoodwill associated with the business of the Companies and the Subsidiaries. The parties have If a judicial or arbitral determination is made that any provision of this Section 7.5 constitutes an unreasonable or otherwise unenforceable restriction against a Principal Shareholder, then the provisions of this Section 7.5 shall be rendered void with respect to such Principal Shareholder only to the extent such judicial or arbitral determination finds such provisions to be unenforceable. In that regard, any judicial or arbitral authority construing this Section 7.5 shall be empowered to sever any prohibited business activity, time period or geographical area from the coverage of any such agreements and to apply the remaining provisions of this Section 7.5 to the remaining business activities, time periods and/or geographical areas not so severed. Moreover, in the event that any provision, or the application thereof, of this Section 7.5 is determined not to be specifically enforceable, Parent may be entitled to recover monetary damages as a result of the breach of such agreement. (d) Such Principal Shareholder acknowledges that he has carefully read and considered the provisions of this Section 7.5. Such Principal Shareholder acknowledges that he has received and will receive sufficient consideration and other benefits to justify the restrictions in this Section 7.5. Such Principal Shareholder also entered into acknowledges and understands that certain Non-Compete Agreement as these restrictions are reasonably necessary to protect interests of even date herewith (Parent, including, without limitation, protection of the “Non-Compete”)goodwill acquired, and such Principal Shareholder acknowledges that such restrictions will not prevent him from conducting businesses that are not included in the restricted business set forth in this Section 7.5 during the periods covered by the restrictive covenants set forth in this Section 7.5. Such Principal Shareholder also acknowledges that the Contemplated Transactions constitute full and adequate consideration for the execution and enforceability of the restrictions set forth in this Section 7.5.

Non-Competition. Executive hereby acknowledges While employed by the Company and agrees that, during the course for a period of employment, in addition to Executive’s access to Confidential Information, Executive has become, and will become, familiar with and involved in all aspects of the business and operations of the Bank Entities. Executive hereby covenants and agrees that during the Term until eighteen (18) months following the later to occur of the date one (1) year after the Termination DateExecutive’s employment is terminated hereunder or, or if applicable, the Expiration Severance Date (the “Restricted Period”), the Executive will shall not at (a) directly or indirectly through another Person acquire or own in any time manner any interest in any firm, partnership, corporation, association or other Person that engages or plans to engage in the Business (except for as hereinafter defined) anywhere in North America (the Bank Entities“Territory”), directly (b) be employed by or indirectly, in any capacity (whether serve as a proprietor, owner, agentan employee, officer, director, shareholdermanager or agent of, organizer, partner, principal, manager, member, employee, contractor, or as a consultant or otherwise): (a) provide independent contractor to, any advicefirm, assistance partnership, corporation, association or services other Person which engages or plans to engage in any facet of the kind Business, or nature which he provided that competes or plans to compete in any way with the Company or any of its Affiliates within the Bank Entities Territory, or relating to business activities (c) utilize his special knowledge of the type engaged in by any Company’s Confidential Information and/or his relationships with the customers and suppliers of the Bank Entities within the preceding two years, Company and its Affiliates to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either case, a “Competitor”) if (i) such Competitor operates, or is planning to operate, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities and (ii) such Branch competes or will compete with the products Company or services offered or planned any of its Affiliates within the Territory; provided, however, that nothing herein shall be deemed to be offered by prevent the Bank Entities during Executive from acquiring through market purchases and owning, solely as an investment, less than one percent (1%) in the Restricted Period; or (b) sell or solicit sales aggregate of Competitive Products to Persons within such 50 mile radius, or assist any Competitor in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 does not restrict Executive’s right to (i) own equity securities of any Entity that files periodic reports with the Securities and Exchange Commission class of any issuer whose shares are registered under Section 13 12(b) or 15(dSection 12(g) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent , and are listed or admitted for trading on any United States national securities exchange or are quoted on any system of automated dissemination of quotations of securities prices in common use, so long as the Executive is not a member of any “control group” (2%within the meaning of the rules and regulations of the U.S. Securities and Exchange Commission) of any such issuer. The Executive acknowledges and agrees that the outstanding securities covenants set forth in this Section 5.1 are reasonable and necessary in terms of such company time, area and that such ownership does not does not violate: line of business to protect the Company’s legitimate business interests, which include its interests in protecting the Company’s (i) valuable confidential business information, (ii) substantial relationships with customers and suppliers throughout the Territory and (iii) goodwill associated with the ongoing business of the Company. The Executive expressly authorizes the enforcement of the covenants provided for in this Section 5.1 by (A) the Code of Conduct or any other policy of the BankCompany and its Affiliates, including any policy related to inside information; (B) any applicable securities law; or the Company’s permitted assigns and (C) any applicable standstill or other similar contractual obligation of successors to the BankCompany’s business. The parties have also entered into Executive agrees and acknowledges that certain Non-Compete Agreement as of even date herewith (the “Non-Compete”)Company is engaged in the Business throughout the Territory and the Executive provides services to the Company throughout the Territory.

Non-Competition. (a) Upon any termination of Executive's employment hereunder, other than a termination (whether by resignation, voluntary or involuntary) in connection with a Change in Control, as a result of which the Bank is paying Executive hereby acknowledges and agrees that, during the course benefits under Section 0 of employment, in addition to Executive’s access to Confidential Informationthis Agreement, Executive has become, and will become, familiar agrees not to compete with and involved in all aspects of the business and operations of the Bank Entities. Executive hereby covenants and agrees that during and/or the Term until the later to occur Company for a period of the date one (1) year after following such termination within twenty-five (25) miles of any existing branch of the Termination DateBank or any subsidiary of the Company or within twenty-five (25) miles of any office for which the Bank, the Company or a Bank subsidiary of the Expiration Date (Company has filed an application for regulatory approval to establish an office, determined as of the “Restricted Period”)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 will shall not at any time (except work for the Bank Entities)or advise, consult or otherwise serve with, directly or indirectly, in any capacity (whether as a proprietorentity whose business materially competes with the depository, owner, agent, officer, director, shareholder, organizer, partner, principal, manager, member, employee, contractor, consultant lending or otherwise): (a) provide any advice, assistance or services of the kind or nature which he provided to any of the Bank Entities or relating to other business activities of the type 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 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 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 by any other lines and/or of a different nature than the Bank Entities within and/or the preceding two yearsCompany, to any Person who owns or operates and that the enforcement of a Competitive Business or to any Person that is attempting to initiate or acquire remedy by way of injunction will not prevent Executive from earning a Competitive Business (in either case, a “Competitor”) if (i) such Competitor operates, or is planning to operate, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of livelihood. Nothing herein will be construed as prohibiting the Bank Entities and (ii) such Branch competes or will compete with and/or the products or services offered or planned Company from pursuing any other remedies available to be offered by the Bank Entities during and/or the Restricted Period; orCompany for such breach or threatened breach, including the recovery of damages from Executive. (b) sell Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the Bank. Executive will not, during or solicit sales after the term of Competitive Products his employment, disclose any knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof to Persons within such 50 mile radiusany person, firm, corporation, or assist other entity for any Competitor in reason or purpose whatsoever (except for such sales activitiesdisclosure as may be required to be provided to any federal banking agency with jurisdiction over the Bank or Executive). Notwithstanding the foregoing, Executive may disclose any provision hereof to knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the contrary, this Section 8.5 does not restrict Executive’s right to (i) own securities of any Entity that files periodic reports with the Securities business plans and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) of the outstanding securities of such company and that such ownership does not does not violate: (A) the Code of Conduct or any other policy activities of the Bank, including and Executive may disclose any policy related to inside information; (B) any applicable securities law; information regarding the Bank or (C) any applicable standstill the Company which is otherwise publicly available. In the event of a breach or other similar contractual obligation threatened breach by Executive of the Bankprovisions of this Section, the Bank will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof, or from rendering any services to any person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. The parties have also entered into that certain Non-Compete Agreement Nothing herein will be construed as prohibiting the Bank from pursuing any other remedies available to the Bank for such breach or threatened breach, including the recovery of even date herewith (the “Non-Compete”)damages from Executive.

Non-Competition. Executive hereby Employee acknowledges that her services to be rendered hereunder are of a special and agrees thatunusual character which have a unique value to Company, during the course loss of employment, which cannot adequately be compensated by damages in addition an action at law. In view of the unique value to Executive’s access to Confidential Information, Executive Company of the services of Employee for which Company has becomecontracted hereunder, and will become, familiar with and involved in all aspects because of the business confidential information to be obtained by or disclosed to Employee, and operations of as a material inducement to Company to enter into this Agreement, and to pay to Employee the Bank Entities. Executive hereby compensation referred to in Section 1.4 hereof, Employee covenants and agrees that during the Term until the later to occur Employee's employment hereunder and for a period of the date one (1) year after the Termination Dateshe ceases to be employed by Company, Employee shall not (a) directly or indirectly, solicit business from, divert business from, or attempt to convert to other methods of using the Expiration Date same or similar products or services as provided by Company, any client, account or location of Company with which Employee has had any contact as a result of her employment by Company hereunder; (the “Restricted Period”), Executive will not at any time (except for the Bank Entities)b) engage in or carry on, directly or indirectly, in any capacity (whether either for herself, as a proprietor, owner, agent, officer, director, shareholder, organizer, partner, principal, manager, member, employee, contractor, consultant or otherwise): (a) provide any advice, assistance or services member of the kind or nature which he provided to any of the Bank Entities or relating to business activities of the type engaged in by any of the Bank Entities within the preceding two years, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either case, a “Competitor”) if (i) such Competitor operatespartnership, or is planning to operate, any office, branch as a stockholder (except as limited partner or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius stockholder of the Bank’s headquarters or any Branch of the Bank Entities and (ii) such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities during the Restricted Period; or (b) sell or solicit sales of Competitive Products to Persons within such 50 mile radius, or assist any Competitor in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 does not restrict Executive’s right to (i) own securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two one percent (21%) of the issued and outstanding securities limited partnership interests or stock of such company and a publicly held partnership or corporation whose gross assets exceed $l,000,000), as an investor, lender, guarantor, landlord, manager, officer, or director of any person, partnership, corporation, or other entity (other than the Company or its subsidiaries), or as an employee, agent, associate, broker, or consultant of any person, partnership, corporation, or other entity (other than the Company or its subsidiaries), any business that such ownership does not does not violate: (A) the Code of Conduct or competes with any other policy operations of the BankCompany within an one hundred (100)-mile radius of any geographic area where Company is actually engaged in business, including any policy related to inside information; (B) any applicable securities lawor maintains sales or service representatives or employees; or (Cc) directly or indirectly, solicit for employment or employ any applicable standstill or other similar contractual employee of Company. Employee may elect, by providing written notice to the Company, to shorten the term of this non-compete to six (6) months, provided, however, in that event, the Company's obligation of to pay severance pay to the Bank. The parties have also entered into that certain Non-Compete Agreement as of even date herewith Employee pursuant to Section 1.5.2 shall be reduced to an amount equal to six (the “Non-Compete”)6) months Base Salary.

Non-Competition. Executive hereby (a) The Company shall provide Employee access to the Confidential Information for use only during the Employment Period, and Employee acknowledges and agrees that, during that the course of employmentCompany Group will be entrusting Employee, in addition to Executive’s Employee's unique and special capacity, with developing the goodwill of the Company Group, and in consideration thereof and in consideration of the access to Confidential Information, Executive has becomevoluntarily agreed to the covenants set forth in this Section. Employee further agrees and acknowledges that the limitations and restrictions set forth herein, including, but not limited to, geographical and will becometemporal restrictions on certain competitive activities, familiar with are reasonable and involved in all aspects not oppressive and are material and substantial parts of this Agreement intended and necessary to prevent unfair competition and to protect the Company Group's Confidential Information and substantial and legitimate business interests and goodwill. (b) During the Employment Period and for a period of two years (the "Restricted Period") following the termination of the business Employment Period for any reason, Employee shall not, for whatever reason and operations with or without cause, either individually or in partnership or jointly or in conjunction with any other Person or Persons as principal, agent, employee, shareholder (other than holding equity interests listed on a United States stock exchange or automated quotation system that do not exceed 5% of the Bank Entities. Executive hereby covenants and agrees that during the Term until the later to occur of the date one (1) year after the Termination Date, or the Expiration Date (the “Restricted Period”outstanding shares so listed), Executive will not at owner, investor, partner or in any time (except for the Bank Entities)other manner whatsoever, directly or indirectly, engage in any capacity (whether as a proprietor, owner, agent, officer, director, shareholder, organizer, partner, principal, manager, member, employee, contractor, consultant or otherwise):compete with the Business anywhere in the world. (ac) provide any adviceDuring the Restricted Period, assistance or services of the kind or nature which he provided to any of the Bank Entities or relating to business activities of the type engaged in by any of the Bank Entities within the preceding two years, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either case, a “Competitor”) if Employee shall not (i) such Competitor operates, knowingly induce or is planning attempt to operate, induce any office, branch other Person known to Employee to be a customer of the Company or other facility its affiliates (in any caseeach, a “Branch”"Customer") that is (to cease doing any business with the Company or is proposed to be) located within a fifty (50) mile radius of its affiliates anywhere in the Bank’s headquarters world or any Branch of the Bank Entities and (ii) such Branch competes solicit business involving the Business from, or will compete with provide services related to the products or services offered or planned to be offered by the Bank Entities during Business to, any Customer. (d) During the Restricted Period; or (b) sell , Employee shall not solicit the employment of any individual who is an employee of the Company or solicit sales of Competitive Products to Persons within such 50 mile radiusits affiliates, except that Employee shall not be precluded from soliciting the employment of, or assist hiring, any Competitor in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 does not restrict Executive’s right to individual (i) own securities of any Entity that files periodic reports whose employment with the Securities and Exchange Commission under Section 13 Company or 15(done of its affiliates has been terminated before entering into employment discussions with such Seller, (ii) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) of the outstanding securities of such company and that such ownership does not does not violate: (A) the Code of Conduct or any other policy of the Bank, including any policy related to inside information; (B) any applicable securities law; who initiates discussions with Employee regarding employment opportunities with Employee or (Ciii) any applicable standstill responds to a general advertisement or other similar contractual obligation similarly broad form of solicitation for employees. (e) For purposes of this Section 9, the Bank. The parties following terms shall have also entered into that certain Non-Compete Agreement as of even date herewith (the “Non-Compete”).following meanings:

Non-Competition. Executive hereby acknowledges and agrees that(a) For a period beginning on the Initial Closing Date until the date which is three (3) years after the Initial Closing Date, during the course of employment, in addition to Executive’s access to Confidential Information, Executive has becomeSeller will not, and will become, familiar with and involved in all aspects not permit any of the business and operations of the Bank Entities. Executive hereby covenants and agrees that during the Term until the later to occur of the date one (1) year after the Termination Date, or the Expiration Date (the “Restricted Period”), Executive will not at any time (except for the Bank Entities)its Affiliates to, directly or indirectly, in any capacity country in which the Business is conducted as of the Initial Closing Date, own, manage, operate, control or participate in the ownership, management, operation or control of any business that is engaged in any Business Activity for Enterprise Products or products substantially similar to Enterprise Products (whether as a proprietorcollectively, ownerthe “Seller Competitive Activities”). (b) Notwithstanding the foregoing, agentand for the avoidance of doubt, officerthe provisions of Section 10.11(a) shall not prohibit the Seller or any of its Affiliates from (i) engaging in Business Activities with respect to (A) Purchaser Excluded Products; or (B) Public Safety LTE Smartphone Devices; or (ii) reselling Enterprise Wireless LAN Products together with the sale of Purchaser Excluded Products. (c) Notwithstanding the provisions of Section 10.11(a), directorthe acquisition (by asset purchase, shareholderstock purchase, organizermerger, partner, principal, manager, member, employee, contractor, consultant consolidation or otherwise): (a) provide by the Seller or any advice, assistance or services of its Affiliates of the kind stock, business or nature which he provided to any assets of the Bank Entities or relating to business activities of the type engaged in by any of the Bank Entities within the preceding two years, to any Person who owns or operates a Competitive Business or to any Person that at the time of such acquisition is attempting to initiate or acquire a engaged in Seller Competitive Business (Activities, and the continuation of such Seller Competitive Activities following such acquisition shall not be in either case, a “Competitor”) if breach of the terms of this Section 10.11 if: (i) the portion of the revenues of such Competitor operates, or is planning Person and its subsidiaries on a consolidated basis for the most recent fiscal year ending prior to operate, any office, branch or other facility (in any case, a “Branch”) the date of such acquisition that is attributable to Seller Competitive Activities by such Person and its subsidiaries account for less than twenty percent (or is proposed to be20%) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch revenues of the Bank Entities such Person and its subsidiaries on a consolidated basis for such fiscal year; and (ii) the Seller uses Reasonable Efforts to divest, or causes its Affiliates to use Reasonable Efforts to divest, such Branch competes or will compete with Seller Competitive Activities within twelve (12) months after the products or services offered or planned to be offered by the Bank Entities during the Restricted Period; orconsummation of such acquisition. (bd) sell or solicit sales of Competitive Products to Persons within such 50 mile radius, or assist any Competitor Nothing in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 10.11 will restrict or prevent the Seller or any of its Affiliates from maintaining and/or undertaking passive investments in Persons primarily engaged in the Seller Competitive Activities so long as the aggregate interest represented by such investments does not restrict Executive’s right to exceed (i) own five percent (5%) of any class of the outstanding debt or equity securities of any Entity that files periodic reports with such Person, in the Securities and Exchange Commission under Section 13 case of a Person whose shares are listed on a national securities exchange or 15(dthe NASDAQ National Market System or equivalent foreign exchange or quotation system or (ii) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two ten percent (210%) of any class of the outstanding equity or debt securities in the case of such company and that such ownership does not does not violate: (A) the Code of Conduct or any other policy of the Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the BankPerson. The parties have also entered into that certain Non-Compete Agreement as of even date herewith (the “Non-Compete”).MASTER ACQUISITION AGREEMENT

Non-Competition. Executive hereby acknowledges (a) For a period commencing on the Closing Date and agrees thatterminating on the third anniversary thereof (the "PERIOD"), during as an inducement to Buyer to execute this Agreement and complete the course transactions contemplated hereby, and in order to preserve the goodwill associated with the Company, Seller will not (1) engage in, continue in, participate in or have any interest in any sole proprietorship, partnership, corporation or business that is engaged primarily or in any material respect in the business of employmentthe manufacture, sale or distribution of pressure sensitive and water activated tape and industrial electrical tape serving either the retail or industrial end markets (the "PROHIBITED BUSINESS") in North America (the "TERRITORY"), (2) consult with, advise or assist in any way, whether or not for consideration, any corporation, partnership, firm or other business organization which is now or becomes a competitor of Buyer in any aspect with respect to the Prohibited Business, including, but not limited to, with respect to the Prohibited Business, advertising or otherwise endorsing the products of any such competitor, soliciting customers or otherwise serving as an intermediary for any such competition or engaging in any form of business transaction on other than an arms'-length basis with any such competitor; or (3) unless Buyer has terminated such employee, solicit for employment any employee of the Company, without the prior consent of Buyer; PROVIDED, HOWEVER, that nothing herein shall be deemed to prevent (i) Seller from acquiring through market purchases and owning, solely as an investment, less than five percent of the equity securities of any class of any issuer whose shares are registered under Section 12(b) or 12(g) of the Exchange Act, and are listed or admitted for trading on any United States national securities exchange or are quoted on the Nasdaq National Market, or any similar system of automated dissemination of quotations of securities prices in common use, so long as Seller is not a member of any "control group" (within the meaning of the rules and regulations of the United States Securities and Exchange Commission) of any such issuer, (ii) any offer by Seller to employ a person in the Prohibited Business (except as set forth in this Section); or (iii) Seller from being acquired by a person engaged in any business in competition with the Prohibited Business of the Company. The parties agree that Buyer may sell, assign or otherwise transfer this covenant not to compete, in addition whole or in part, to Executive’s access any person, corporation, firm or entity that may hereafter own the Company Shares or succeeds to Confidential Informationthe business. The parties further agree that the geographic scope of this covenant not to compete shall extend to any city, Executive has becomecounty or other political subdivision of any country in the Territory, and will become, familiar with and involved in all aspects each of which is deemed to be separately named herein. Recognizing the specialized nature of the business transferred to Buyer and operations the scope of competition, the Bank EntitiesCompany and Seller each acknowledge the geographic scope of this covenant not to compete to be reasonable. Executive hereby covenants The parties intend that the covenant contained in this Section shall be construed as a series of separate covenants, one for each city, county or political subdivision of each country in the Territory, each of which is deemed to be separately named herein, each for a series of one-year periods within the Period. Except for geographic coverage and agrees that during the Term until the later to occur periods of the date one (1) year after the Termination Dateeffectiveness, or the Expiration Date (the “Restricted Period”), Executive will not at any time (except for the Bank Entities), directly or indirectly, each such separate covenant shall be identical in terms. If in any capacity (whether as judicial proceeding a proprietor, owner, agent, officer, director, shareholder, organizer, partner, principal, manager, member, employee, contractor, consultant or otherwise): (a) provide any advice, assistance or services of the kind or nature which he provided court shall refuse to enforce any of the Bank Entities separate covenants deemed included in this Section, then such unenforceable covenant shall be deemed eliminated for the purpose of that proceeding to the extent necessary to permit the remaining separate covenants to be enforced. In the event a court of competent jurisdiction determines that the provisions of this covenant not to compete are excessively broad as to duration, geographic scope or relating activity, it is expressly agreed that this covenant not to business activities compete shall be construed so that the remaining provisions shall not be affected, but shall remain in full force and effect, and any such over broad provisions shall be deemed, without further action on the part of the type engaged in by any of the Bank Entities within the preceding two yearsperson, to any Person who owns or operates a Competitive Business or be modified, amended and/or limited, but only to any Person that is attempting the extent necessary to initiate or acquire a Competitive Business (render the same valid and enforceable in either case, a “Competitor”) if (i) such Competitor operates, or is planning to operate, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities and (ii) such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities during the Restricted Period; orjurisdiction. (b) sell or solicit sales of Competitive Products to Persons within such 50 mile radius, or assist any Competitor Seller and the Company each agree with Buyer that the provisions and restrictions contained in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 does not restrict Executive’s right are necessary to (i) own securities protect the legitimate continuing interests of Buyer in acquiring the Company, and that any violation or breach of these provisions will result in irreparable injury to Buyer for which a remedy at law would be inadequate. Seller and the Company each agree with Buyer that in the event of a violation or breach and regardless of any Entity that files periodic reports with the Securities other provision contained in this Agreement, Buyer shall be entitled to injunctive and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934other equitable relief, including without limitation specific performance, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) a court may grant after considering the intent of the outstanding securities of such company this Section, and that such ownership does Buyer shall not does not violate: (A) the Code of Conduct or be entitled to any other policy form of the Bank, including any policy related to inside information; (B) any applicable securities law; relief from such violation or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete Agreement as of even date herewith (the “Non-Compete”)breach.

Non-Competition. Executive hereby Employee acknowledges that he has and, while employed, will acquire unique and agrees thatvaluable experience with respect to the businesses, during the course of employmentoperations, in addition to Executive’s access to Confidential Information, Executive has become, plans and will become, familiar with and involved in all aspects strategies of the business Company and operations of the Bank Entitiesits subsidiaries. Executive Employee hereby covenants and agrees that during the Term until term of this Agreement and for a period of two years thereafter, he will not directly or indirectly compete with the later to occur business of the date one (1) year after Company or its subsidiaries. For purposes of this Agreement, the Termination Date, or term “compete with the Expiration Date (business of the “Restricted Period”), Executive will not at any time (except for the Bank Entities), directly or indirectly, Company and its subsidiaries” shall include Employee’s participation in any capacity (operations whose primary business competes with any business now conducted by the Company or its subsidiaries, including the sale of menswear or shoes at retail, the sale or rental of occupational uniforms or other corporate wear merchandise or any material line of business proposed to be conducted by the Company or one or more of its subsidiaries known to Employee and with respect to which Employee devoted time as part of his employment hereunder on behalf of the Company or one or more of its subsidiaries, including but not limited to the business of dry cleaning, whether such participation is individually or as a proprietor, owner, agent, an officer, director, shareholderjoint venturer, organizeragent or holder of an interest (except as a holder of a less than 1% interest in a publicly traded entity or mutual fund) of any individual, partnercorporation, principalassociation, managerpartnership, memberjoint venture or other business entity so engaged. This non-competition covenant shall be applicable with respect to the United States and Canada and any other country in which Employee would be competing with the business of the Company or its subsidiaries as set forth in this Section 10. Notwithstanding the foregoing, employee, contractor, consultant or otherwise): the Company acknowledges and agrees that the following shall not constitute a breach of this Section 10: (a) provide any advice, assistance or services of the kind or nature which he provided to any of the Bank Entities or relating to business Employee’s activities of the type engaged described in by any of the Bank Entities within the preceding two years, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either case, a “Competitor”) if (i) such Competitor operates, or is planning to operate, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities Schedule 10 hereto and (ii) such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities during the Restricted Period; or (b) sell Employee’s participation with any Approved Purchaser of all or solicit sales substantially all of Competitive Products the assets or equity interests of the Company or any of its subsidiaries. For purposes of this Agreement, an “Approved Purchaser” shall be mean any purchaser approved by a majority of the directors serving on the Board of Directors on the date hereof. Employee and the Company agree that a monetary remedy for a breach of this Section 10 or of Section 11 below will be inadequate and will be impracticable and extremely difficult to Persons within prove, and further agree that such 50 mile radiusa breach would cause the Company irreparable harm, and that the Company shall be entitled to specific performance and/or temporary and permanent injunctive relief without the necessity of proving actual damages. Employee agrees that the Company shall be entitled to such specific performance and/or injunctive relief, including temporary restraining orders, preliminary injunctions and permanent injunctions, without the necessity of posting bond or assist any Competitor other undertaking in connection therewith. Any such sales activitiesrequirement of bond or undertaking is hereby waived by Employee and Employee acknowledges that in the absence of such a waiver, a bond or undertaking may be required by the court. Notwithstanding any provision hereof In the event of litigation to enforce this covenant, the courts are hereby specifically authorized to reform this covenant as and to the contraryextent, but only to such extent, necessary in order to give full force and effect hereto to the maximum degree permitted by law. Employee also agrees that if Employee is in breach of this Section 8.5 does not restrict Executive’s right to (i) own securities of any Entity that files periodic reports with 10, the Securities and Exchange Commission Company may cease all payments required under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) of the outstanding securities of such company and that such ownership does not does not violate: (A) the Code of Conduct or any other policy of the Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete Agreement as of even date herewith (the “Non-Compete”)this Agreement.

Non-Competition. Executive hereby acknowledges and agrees that, during (a) Unless the course obligation is waived or limited by Ceridian in accordance with subsection (b) of employment, in addition to Executive’s access to Confidential Informationthis Section 6.02, Executive has become, and will become, familiar with and involved in all aspects of the business and operations of the Bank Entities. Executive hereby covenants and agrees that during the Term until the later to occur for a period of the date one (1) year after the Termination Date, or the Expiration Date (the “Restricted Period”)two years following termination of employment for any reason, Executive will not at any time (except for the Bank Entities), directly or indirectly, in any capacity (whether alone or as a proprietor, owner, agentpartner, officer, director, shareholdershareholder or executive of any other firm or entity, organizer, partner, principal, manager, member, employee, contractor, consultant engage in any commercial activity in competition with any part of the Company's business as conducted as of the date of such termination of employment or otherwise): with any part of the Company's contemplated business with respect to which Executive has Confidential Information as governed by Article V of this Agreement. For purposes of this subsection (a) provide any advice), assistance or services "shareholder" shall not include beneficial ownership of less than 5% of the kind combined voting power of all issued and outstanding voting securities of a publicly held corporation whose stock is traded on a major stock exchange. Also for purposes of this subsection (a), "the Company's business" shall include business conducted by the Company or nature its affiliates and any partnership or joint venture in which he the Company or its affiliates is a partner or joint venturer; provided to that, "affiliate" as used in this sentence shall not include any corporation in which the Company has ownership of less than fifteen percent (15%) of the Bank Entities or relating to business activities of the type engaged in by any of the Bank Entities within the preceding two years, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either case, a “Competitor”) if (i) such Competitor operates, or is planning to operate, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities and (ii) such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities during the Restricted Period; orvoting stock. (b) sell At its sole option, Ceridian may, by written notice to Executive within 30 days after the effective date of termination of Executive's employment, waive or solicit sales limit the time and/or geographic area in which Executive cannot engage in competitive activity. (c) During the term of Competitive Products the non-competition obligation, prior to Persons within such 50 mile radiusaccepting employment with, or assist agreeing to provide consulting services to, any Competitor firm which offers products or services in the fields of electronics or information processing, Executive shall give 30 days prior written notice to Ceridian. Such written notice shall describe the proposed employment or consulting services and the firm to which they will be rendered. Ceridian's failure to respond or object to such sales activities. Notwithstanding notice shall not in any provision hereof way constitute acquiescence or waiver of Ceridian's rights under this Article VI. (d) During any period of non-competition pursuant to this Article VI, Ceridian shall pay Executive an amount equal to the contraryusual rate of Executive's Base Salary in effect at the time of termination. There shall be credited against Ceridian's obligation to make such payments any other payments made by Ceridian to Executive pursuant to Article IV of this Agreement. In the event that Ceridian elects, pursuant to subsection (b) of this Section 8.5 does not restrict Executive’s right 6.02, to (i) own securities of waive all or any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) portion of the Securities Exchange Act of 1934non-competition obligation, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) no payment shall be required by Ceridian with respect to the portion of the outstanding securities of such company and that such ownership does not does not violate: (A) the Code of Conduct or any other policy of the Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Nonnon-Compete Agreement as of even date herewith (the “Non-Compete”)competition period which has been waived.

Non-Competition. The Executive hereby acknowledges and agrees that, during the course of employment, in addition to Executive’s access to Confidential Information, the Executive has become, and will become, familiar with and involved in all aspects of the business and operations of the Bank Entities. The Executive hereby covenants and agrees that during the Term until the later to occur of the date and until: (a) one (1) year after the Termination Date if the Executive voluntarily terminates his employment with the Bank during the Initial Term, (b) six (6) months after the Termination Date if the Executive voluntarily terminates his employment after the one-year anniversary of the Effective Date during the Term or (c) six months after the Termination Date, or if later, the Expiration Date last day of the then current Term, if the Bank terminates the Executive’s employment (the “Restricted Period”), the Executive will shall not, without the prior approval of a majority of the Board of Directors (the Executive not participating), at any time (except for the Bank Entities), directly or indirectly, in any capacity (whether as a proprietor, owner, agent, officer, director, shareholder, organizer, partner, principal, manager, member, employee, contractor, consultant or otherwise): (a) provide any advice, assistance or services of the kind or nature which he provided to any of the Bank Entities or relating to business activities of the type engaged in by any of the Bank Entities within the preceding two years, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate form or acquire a Competitive Business (in either case, a “Competitor”) if (i) such Competitor Competitive Business operates, or is planning to operate, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius any county or city within the Washington-Arlington-Alexandria, DC-VA-MD-WV metropolitan statistical area as defined by the U.S. Office of Management and Budget as of the Bank’s headquarters or any Branch date of this Agreement (the Bank Entities and (ii) such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities during the “Restricted Period; or (b) sell or solicit sales of Competitive Products to Persons within such 50 mile radius, or assist any Competitor in such sales activitiesArea”). Notwithstanding any provision hereof to the contrary, this Section 8.5 8.4 does not restrict the Executive’s right to (i) own securities of any Entity Competitive Business that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s his total ownership constitutes less than two percent (2%) of the outstanding securities of such company and that such ownership does not does not violate: (A) the Code of Conduct or any other policy of the Bank, including any policy related to inside information; (B) any applicable securities lawcompany; or (Cii) to own passive investments in securities of any applicable standstill Competitive Business that does not file periodic reports with the Securities and Exchange Commission under Section 13 or other similar contractual obligation 15(d) of the Bank. The parties have also entered into Securities Exchange Act of 1934, as amended; provided that certain Non-Compete Agreement as his total ownership constitutes less than five percent (5%) of even date herewith (the “Non-Compete”)outstanding securities of such company.

Non-Competition. Executive hereby acknowledges and agrees that, during the course of employment, in addition to Executive’s access to Confidential Information, Executive has become, and will become, familiar with and involved in all aspects of the business and operations of the Bank Entities. Executive hereby covenants and agrees that during the Term until the later to occur of the date one (1) year after the Termination Date, or the Expiration Date (the “Restricted Period”), Executive will not at any time (except for the Bank Entities), directly or indirectly, in any capacity (whether as a proprietor, owner, agent, officer, director, shareholder, organizer, partner, principal, manager, member, employee, contractor, consultant or otherwise):): EagleBank Employment Agreement December 15, 2014 (a) provide any advice, assistance or services of the kind or nature which he provided to any of the Bank Entities or relating to business activities of the type engaged in by any of the Bank Entities within the preceding two years, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either case, a “Competitor”) if (i) such Competitor operates, or is planning to operate, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities and (ii) such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities during the Restricted Period; or (b) sell or solicit sales of Competitive Products to Persons within such 50 mile radius, or assist any Competitor in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 does not restrict Executive’s right to (i) own securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) of the outstanding securities of such company and that such ownership does not does not violate: (A) the Code of Conduct or any other policy of the Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete Agreement as of even date herewith (the “Non-Compete”).

Non-Competition. Executive hereby acknowledges (a) From the Closing Date until the two-year anniversary thereof, without the prior written consent of Purchaser, and agrees subject to Section 6.4(b), Sellers shall not, and shall procure that their Subsidiaries will not, directly or indirectly, own, control, manage or operate any business that provides software (and related support, hosting and maintenance) to operate trading networks connecting brokers, traders and/or exchanges for the power, natural gas, coal, emissions, freight, oil and iron ore markets in Europe, in each case substantially as conducted at Closing by the Trayport Companies (a “Competing Business”). (b) Nothing in Section 6.4(a) shall preclude Sellers or any of their Affiliates from: (i) collectively owning ten percent (10%) or less of the outstanding securities of any Person; (ii) acquiring and, after such acquisition, owning an interest in any Person (or its successor) that, during the course of employmenttogether with its Subsidiaries, is engaged, directly or indirectly, in addition a Competing Business if such Competing Business generated less than ten percent (10%) of such Person’s consolidated annual revenues in the last completed fiscal year of such Person; (iii) acquiring and, after such acquisition, owning an interest in any Person (or its successor) that, together with its Subsidiaries, is engaged, directly or indirectly, in a Competing Business if such Competing Business generated more than ten percent (10%), but less than twenty percent (20%), of such Person’s consolidated annual revenues in the last completed fiscal year of such Person; provided that Sellers shall enter into a definitive agreement to Executive’s access to Confidential Information, Executive has become, and will become, familiar with and involved in all aspects cause the divestiture of the business and operations of the Bank Entities. Executive hereby covenants and agrees that during the Term until the later to occur of the date Competing Business within one (1) year after the Termination Date, or consummation of such acquisition and has completed such disposition within eighteen (18) months of the Expiration Date date of such definitive agreement (the “Restricted Divestiture Period”); provided, Executive further, that if such divestiture has not been consummated due to (x) any applicable waiting period (including extension thereof) applicable to such divestiture under any Regulatory Law, or under any other applicable Law not having expired or been terminated, or (y) the failure to procure or obtain any required governmental or regulatory consents, approvals, permits or authorizations applicable to such divestiture, then the Divestiture Period will not at automatically be extended so that it expires one (1) week following the later of the expiration or termination of such waiting period and the procurement or obtainment of such consents, approvals, permits and authorizations; provided that in no event shall the Divestiture Period extend beyond thirty (30) months following the acquisition of the Competing Business; (iv) engaging in any time activity that constitutes an immaterial, or non-recurring inadvertent, breach or violation of its obligations pursuant to Section 6.4(a); provided that, upon receiving notice of any such breach, the breaching party promptly ceases the activity causing such breach; and (except for the Bank Entities), v) directly or indirectly, conducting or engaging in any capacity brokerage business, trading business and/or an exchange, or owning, controlling, managing or operating any business that such Person (whether other than the Trayport Companies) owns, controls, manages or operates as a proprietor, owner, agent, officer, director, shareholder, organizer, partner, principal, manager, member, employee, contractor, consultant or otherwise):of the date hereof. (ac) provide GFI and Sellers acknowledge and agree that the remedy at law for any advicebreach, assistance or services threatened breach, of the kind or nature which he provided to any of the Bank Entities provisions of Section 6.4(a) will be inadequate, and, accordingly, Sellers hereby acknowledge and agree that Purchaser shall be entitled to equitable relief, including injunctive relief, and to the remedy of specific performance with respect to any breach or relating to business activities threatened breach of Section 6.4(a). (d) Sellers and Purchaser agree that the terms of the type engaged covenants in Section 6.4(a), as modified by Section 6.4(b) are fair and reasonable with respect to their duration, geographical area and scope, including in light of Purchaser’s plans for the Trayport Companies, are necessary to protect the value of the Trayport Companies (including the goodwill related thereto) and were a material and necessary inducement for Purchaser and Sellers to agree to the Sale. If any provision contained in Section 6.4(a), as modified by Section 6.4(b) shall be determined by any court of competent jurisdiction or any Governmental Authority to be unenforceable for any reason whatsoever (including in relation to duration, geographic area or the scope of the Bank Entities within activities covered thereby), then the preceding two yearsParties agree that the maximum subject matter, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either caseduration, a “Competitor”) if (i) such Competitor operatesscope, or is planning to operate, any office, branch geographic area or other facility (restrictions deemed reasonable under such circumstances by such court shall be substituted for the stated subject matter, duration, scope, geographic area or other restrictions, with it being specifically acknowledged and agreed by Purchaser, GFI and Sellers that it is their continuing desire that each covenant in any caseSection 6.4(a), a “Branch”) that is (or is proposed as modified by Section 6.4(b), be enforced to be) located within a fifty (50) mile radius the full extent of the Bank’s headquarters or any Branch of the Bank Entities its terms and (ii) such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities during the Restricted Period; orconditions. (be) sell or solicit sales of Competitive Products to Persons within such 50 mile radius, or assist any Competitor in such sales activities. Notwithstanding any provision hereof anything herein to the contrary, Sellers’ ownership of shares of Purchaser Common Stock shall not constitute a breach of this Section 8.5 does not restrict Executive’s right to (i) own securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) of the outstanding securities of such company and that such ownership does not does not violate: (A) the Code of Conduct or any other policy of the Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete Agreement as of even date herewith (the “Non-Compete”)6.4.