Common use of Non-Solicitation Clause in Contracts

Non-Solicitation. Executive recognizes that the business of the Company and the Bank is highly competitive, and therefore acknowledges and agrees that at all times while employed by the Company and/or the Bank and for a period of one year following the Expiration Date of Executive’s employment under this Agreement or earlier termination of such employment, Executive shall not, directly or indirectly, individually or together with any other person, as owner, shareholder, investor, member, partner, proprietor, principal, director, officer, executive, manager, agent, representative, independent contractor, consultant or otherwise: (i) solicit in any manner or seek to obtain the business of any person who is or was a customer or an active prospective customer of the Company or the Bank during the one-year period prior to the Expiration Date or Termination Date of Executive’s employment; or (ii) request or advise any customer, supplier, vendor or others who were doing business with the Company or the Bank during the one-year period prior to the Expiration Date or Termination Date of Executive’s employment, or any other person, to terminate, reduce, limit or change their business or relationship with the Company or the Bank; or (iii) induce, request or attempt to influence any officer of the Company or the Bank to terminate his or her employment with the Company or the Bank; provided, however, that nothing in this Section or any other provision of this Agreement shall preclude or prohibit Executive, if Executive’s Term of employment with the Company and/or the Bank shall have expired or Executive’s employment shall have been early terminated, and within one year after the Expiration Date or Termination Date, Executive shall have accepted employment with a successor employer (“New Employer”), from (a) entering into discussions or negotiations with any customers or active prospective customers of the Company or the Bank referred to in subparagraph (i) above regarding their entering into business or customer relationships or opening accounts with the New Employer, or (b) engaging in discussions or negotiations with any officers of the Company or the Bank referred to in subparagraph (iii) above regarding their accepting employment with the New Employer, if in each such case such discussions and negotiations are not the result, directly or indirectly, of solicitations, inducements, approaches, overtures or other expressions of interest initiated by Executive with such customers or officers but rather are the result, directly or indirectly, of any one or more such actions taken by such customers or such officers with Executive in his capacity as an employee of New Employer.

Non-Solicitation. Executive recognizes that During the business Employment Period and during the two year period immediately following termination of the Company and Employment Period (the Bank is highly competitive, and therefore acknowledges and agrees that at all times while employed by the Company and/or the Bank and for a period of one year following the Expiration Date of Executive’s employment under this Agreement or earlier termination of such employment“Restricted Period”), Executive shall not, directly or indirectly: (A) hire, individually solicit for hiring or together with assist in any way in the hiring of any employee or independent contractor of the Company or any of its Affiliates, or induce or otherwise attempt to influence any employee or independent contractor to terminate or diminish such employment or contractor relationship or to become employed by any other personradio broadcasting station or any other entity engaged in the radio business, as owner, shareholder, investor, member, partner, proprietor, principal, director, officer, executive, manager, agent, representative, independent contractor, consultant the television business or otherwise: (i) solicit in any manner other business in which the Company or seek to obtain any of its Affiliates is engaged (which, for the avoidance of doubt, includes without limitation the business of providing clients with advertising opportunities through billboards, street furniture displays, transit displays and other out-of-home advertising displays, such as wallscapes, spectaculars and mall displays (the “Outdoor Business”)), or (B) solicit or encourage any person who is or was a customer or an active prospective customer of the Company or the Bank during the one-year period prior any of its Affiliates to the Expiration Date terminate or Termination Date of Executive’s employment; or (ii) request diminish its relationship with them, or advise seek to persuade any customer, supplier, vendor such customer or others who were doing prospective customer to conduct with anyone else any business or activity which such customer or prospective customer conducts or could conduct with the Company or the Bank during the one-year period prior to the Expiration Date or Termination Date any of Executive’s employmentits Affiliates. For purposes of this Agreement, or any other person, to terminate, reduce, limit or change their business or relationship with the Company or the Bank; or (iii) induce, request or attempt to influence any officer an “employee” of the Company or any of its Affiliates is any person who was such at any time within the Bank to terminate his or her employment with preceding two years; a “customer” of the Company or any of its Affiliates is any person or entity who is or has been a customer at any time within the Bankpreceding two years; provided, however, that nothing in this Section and a “prospective customer” is any person or entity whose business has been solicited on behalf of the Company or any of its Affiliates at any time within the preceding two years, other provision of than by form letter, blanket mailing or published advertisement. Notwithstanding this Agreement shall preclude provision, during the Restricted Period, Executive will not be prohibited from hiring or prohibit Executive, if Executive’s Term soliciting his current assistant to work for him following his termination of employment with the Company and/or the Bank shall have expired or Executive’s employment shall have been early terminated, and within one year after the Expiration Date or Termination Date, Executive shall have accepted employment with a successor employer (“New Employer”), from (a) entering into discussions or negotiations with any customers or active prospective customers of the Company or the Bank referred to in subparagraph (i) above regarding their entering into business or customer relationships or opening accounts with the New Employer, or (b) engaging in discussions or negotiations with any officers of the Company or the Bank referred to in subparagraph (iii) above regarding their accepting employment with the New Employer, if in each such case such discussions and negotiations are not the result, directly or indirectly, of solicitations, inducements, approaches, overtures or other expressions of interest initiated by Executive with such customers or officers but rather are the result, directly or indirectly, of any one or more such actions taken by such customers or such officers with Executive in his capacity as an employee of New EmployerCompany.

Non-Solicitation. (a) Executive recognizes that shall not at any time during the business of the Company and the Bank is highly competitive, and therefore acknowledges and agrees that at all times while employed by the Company and/or the Bank and for a period of one year following his employment with the Expiration Date of Executive’s employment under this Agreement Company, or earlier termination of such employment, Executive shall not, directly or indirectly, individually or together with any other person, as owner, shareholder, investor, member, partner, proprietor, principal, director, officer, executive, manager, agent, representative, independent contractor, consultant or otherwise: (i) solicit in any manner or seek to obtain the business of any person who is or was a customer or an active prospective customer of the Company or the Bank during the one-one (1) year period prior to the Expiration Date or immediately following his Termination Date of Executive’s employment; or (ii) request or advise any customer, supplier, vendor or others who were doing business Employment with the Company or ("Non-Solicitation Period"), without the Bank during prior written consent of the one-year period prior to the Expiration Date or Termination Date Company, on behalf of Executive’s employment, himself or any other person, to terminate, reduce, limit solicit for employment or change their business or relationship with the Company or the Bank; or (iii) induce, request or attempt to influence employ any officer of the Company current officers or employees of the Bank to terminate his or her employment with the Company or the BankCompany; provided, however, that nothing in this Section or contained herein shall prohibit Executive from hiring employees of the Company when such employment results from general solicitations for employment. (b) Executive shall not at any other provision time during the period of this Agreement shall preclude or prohibit Executive, if Executive’s Term of his employment with the Company and/or Company, or during the Bank shall have expired Non-Solicitation Period, without the prior written consent of the Company, solicit for his own use, or Executive’s employment shall have been early terminatedfor the use of any company or person by whom he is employed, and within one year after or for whom he may be acting, any of the Expiration Date or Termination Date, Executive shall have accepted employment with a successor employer (“New Employer”), from (a) entering into discussions or negotiations with any customers or active prospective current customers of the Company, nor shall he divulge to any other person any information or fact relating to the management, business (including prospective business), finances, its customers or the terms of any of the contracts of the Company which has heretofore or which may hereafter come to the knowledge of Executive which is not freely available to the public. (c) Executive shall not, during the Non-Solicitation Period, in any way defame the Company or disparage its business capabilities, products, plans or management to any customer, potential customer, vendor, supplier, contractor, subcontractor of the Bank referred Company so as to in subparagraph affect adversely the goodwill or business of the Company. (id) above regarding their entering into business or customer relationships or opening accounts with the New EmployerExecutive covenants and agrees that a breach of these subparagraphs (a), or (b) engaging or (c) would immediately and irreparably harm the Company and that a remedy at law would be inadequate to compensate the Company for its losses by reason of such breach and therefore that the Company shall, in discussions addition to any rights and remedies available under this Agreement, at law or negotiations with otherwise, be entitled to any officers injunction to be issued by any court of competent jurisdiction enjoining and restraining Executive from committing any violation of these subparagraphs (a), (b) or (c), and Executive hereby consent to the issuance of such injunction. (e) For purposes of this Section 5 and in consideration of this Agreement, this non-solicitation agreement has been separately negotiated and bargained for, and constitutes a substantial portion of the Company or the Bank referred to in subparagraph (iii) above regarding their accepting employment with the New Employer, if in each such case such discussions and negotiations are not the result, directly or indirectly, of solicitations, inducements, approaches, overtures or other expressions of interest initiated by Executive with such customers or officers but rather are the result, directly or indirectly, of any one or more such actions taken by such customers or such officers with Executive in his capacity as an employee of New Employerconsideration for this Agreement.

Non-Solicitation. Executive recognizes that As an essential ingredient and in consideration of the business of Executive’s employment by the Company and the Bank is highly competitive, and therefore acknowledges and agrees that at all times while employed Executive’s opportunity to participate in the Company’s 2014 Equity Incentive Plan or another equity incentive plan maintained by the Company, the Executive shall not, during the Executive’s employment with the Company and/or the Bank or any of its subsidiaries and for a period of one (1) year following after termination of the Expiration Date of Executive’s employment under this Agreement or earlier with the Company (and its subsidiaries) for any reason (the “Restrictive Period”) and regardless of when such termination of such employmentemployment occurs, Executive shall not, do any of the following (the “Restrictive Covenant”): directly or indirectly, individually for the Executive or together with any other personbank, as ownersavings and loan association, shareholder, investor, member, partner, proprietor, principal, director, officer, executive, manager, agent, representative, independent contractor, consultant credit union or otherwise: similar financial institution (a “Financial Institution”): (i) solicit in induce or attempt to induce any manner or seek to obtain the business of any person who is or was a customer or an active prospective customer officer of the Company or the Bank during the one-year period prior any of its subsidiaries, or any employee who previously reported to the Expiration Date Executive, to leave the employ of the Company or Termination Date any of Executive’s employmentits subsidiaries; or (ii) request in any way interfere with the relationship between the Company or advise any of its subsidiaries and any such officer or employee; (iii) employ, or otherwise engage as an employee, independent contractor or otherwise, any such officer or employee; or (iv) induce or attempt to induce any customer, supplier, vendor licensee or others who were business relation of the Company or any of its subsidiaries to cease doing business with the Company or any of its subsidiaries or in any way interfere with the Bank during the one-year period prior to the Expiration Date or Termination Date of Executive’s employment, or any other person, to terminate, reduce, limit or change their business or relationship with between the Company or any of its subsidiaries and any of their respective customers, suppliers, licensees or business relations where the Bank; or Executive had personal contact with, or has accessed Confidential Information in the preceding twelve (iii12) inducemonths with respect to, request such customers, suppliers, licensees or attempt to influence business relations. Notwithstanding the foregoing, any officer party identified on Schedule A hereto shall be excluded from the scope of the Company or the Bank to terminate his or her employment with the Company or the Bank; provided, however, that nothing in this Section or any other provision of this Agreement shall preclude or prohibit Executive, if Executive’s Term of employment with the Company and/or the Bank shall have expired or Executive’s employment shall have been early terminated, and within one year after the Expiration Date or Termination Date, Executive shall have accepted employment with a successor employer (“New Employer”), from (a) entering into discussions or negotiations with any customers or active prospective customers of the Company or the Bank referred to in subparagraph (i) above regarding their entering into business or customer relationships or opening accounts with the New Employer, or (b) engaging in discussions or negotiations with any officers of the Company or the Bank referred to in subparagraph (iii) above regarding their accepting employment with the New Employer, if in each such case such discussions and negotiations are not the result, directly or indirectly, of solicitations, inducements, approaches, overtures or other expressions of interest initiated by Executive with such customers or officers but rather are the result, directly or indirectly, of any one or more such actions taken by such customers or such officers with Executive in his capacity as an employee of New EmployerRestrictive Covenant.

Non-Solicitation. Executive recognizes I agree that the business of the Company and the Bank is highly competitive, and therefore acknowledges and agrees that at all times while I am employed by the Company and/or and (a) in the Bank and event I terminate my employment without Good Reason (as defined below) or the Company terminates my employment for Cause (as defined below) (either event, a “Fault Event”), for a period of two years immediately following any such termination of my employment with the Company, or (b) in the event of a termination or expiration of my employment with the Company for any other reason, for a period of one year immediately following the Expiration Date termination or expiration of Executive’s my employment under this Agreement or earlier termination of such employmentwith the Company, Executive I shall not, not directly or indirectly, individually either on behalf of myself or together with any other personperson or entity, as owner(i) intentionally solicit, shareholderinduce, investorrecruit or encourage any employee of the Company or independent contractor of the Company who provides services to or on behalf of the Company to leave his, memberher or its employment or engagement with the Company, partneror attempt to solicit, proprietorrecruit, principalor take away any such employees or independent contractors (or induce or encourage any such employee or independent contractor to terminate its employment or engagement with the Company); provided that after termination or expiration of my employment, directorthis provision shall only apply to those employees or independent contractors of the Company who (A) are current employees or independent contracts of the Company and (B) were such at any time within 12 months prior to the date of such termination or expiration, officer, executive, manager, agent, representative(ii) intentionally interfere in any manner with the contractual or employment relationship between the Company and any employee, independent contractor, consultant Customer (as defined below) or otherwise: (i) solicit in any manner or seek to obtain the business of any person who is or was a customer or an active prospective customer supplier of the Company or the Bank during the one-year period prior cause any such employee, independent contractor, Customer or supplier to the Expiration Date or Termination Date of Executive’s employment; or (ii) request or advise any customercease employment with, supplier, vendor or others who were cease doing business with or reduce the amount of business it does with the Company; provided that after termination or expiration of my employment, this provision shall apply only to the employees, independent contractors, Customers or suppliers of the Company who (A) are current employees, independent contractors, Customers or suppliers of the Bank during the one-year period Company and (B) were such at any time within 12 months prior to the Expiration Date such termination or Termination Date of Executive’s employmentexpiration, or any other person, to terminate, reduce, limit or change their business or relationship with the Company or the Bank; or (iii) induceafter termination or expiration of my employment, request hire or attempt to influence otherwise employ any officer employee of the Company or independent contractor of the Bank Company who provides services to terminate his or her employment with on behalf of the Company or the Bank; provided, however, that nothing in this Section who has provided services to or any other provision on behalf of this Agreement shall preclude or prohibit Executive, if Executive’s Term of employment with the Company and/or at any time during the Bank shall have expired prior three month period, or Executive’s employment shall have been early terminated(iv) whether as a direct solicitor or provider of such services or products, and or in a management or supervisory capacity over others who solicit or provide such services or products, intentionally solicit or provide services or products that fall within one year the definition of Restricted Business to any Customer of the Company; provided that after the Expiration Date expiration or Termination Datetermination of my employment, Executive this provision shall have accepted employment with a successor employer (“New Employer”), from (a) entering into discussions or negotiations with any customers or active prospective only apply to those customers of the Company who are current Customers and were Customers at any time within 12 months prior to the termination or the Bank referred to in subparagraph (i) above regarding their entering into business or customer relationships or opening accounts expiration of my employment with the New EmployerCompany. “Customer” shall mean those persons or affiliates to which the Company has rendered services or provided products within the last three months that fall within the definition of Restricted Business (including, or (b) engaging in discussions or negotiations with any officers for the avoidance of doubt, commercial clients of the Company or that provide vehicles to the Bank referred to Company in subparagraph (iii) above regarding their accepting employment connection with the New Employer, if in services provided by the Company). The terms “Cause” and “Good Reason” shall have the respective meanings signed to each such case such discussions and negotiations are not term in the result, directly or indirectly, of solicitations, inducements, approaches, overtures or other expressions of interest initiated by Executive with such customers or officers but rather are the result, directly or indirectly, of any one or more such actions taken by such customers or such officers with Executive in his capacity as an employee of New EmployerEmployment Agreement.

Non-Solicitation. Executive recognizes During the Restriction Period, provided that the business of the Company there shall not have occurred and the Bank is highly competitive, and therefore acknowledges and agrees that at all times while employed be continuing any material non-compliance by the Company and/or the Bank and for a period of one year following the Expiration Date of Executive’s employment with its obligations under this Agreement or earlier termination of such employmentAgreement, Executive shall not, directly or indirectly, individually for himself or together with on behalf of any other person, as ownerfirm, shareholderor other entity, investorsolicit, memberinduce or encourage any person to leave her/his employment, partneragency or office with the ▇▇▇▇▇▇ Entities. During the Restriction Period, proprietorprovided that there shall not have occurred and be continuing any material non-compliance by the Company with its obligations under this Agreement, principalExecutive shall not, directordirectly or indirectly, officerfor Executive or on behalf of any person, executivefirm or other entity, manager, agent, representative, independent contractor, consultant hire or otherwise: (i) solicit retain or participate in any manner hiring or seek to obtain the business of retaining any person who then is an employee of or was a customer agent for the ▇▇▇▇▇▇ Entities or any person who has been an active prospective customer employee of or agent for the Company or ▇▇▇▇▇▇ Entities at any time in the Bank during the one-year period ninety (90) days prior to the Expiration Date or Termination Date of Executive’s employment; or (ii) request or advise any customer, supplier, vendor or others who were doing business with the Company or the Bank during the one-year period prior to the Expiration Date or Termination Date termination of Executive’s employment, or any other person, to terminate, reduce, limit or change their business or relationship with unless the Company is informed and gives its approval in writing prior to the hiring or retention. Given Executive’s office and Executive’s participation in the Bank; or (iii) inducedevelopment, request or attempt to influence any officer sales, marketing, servicing and provision of the Company ▇▇▇▇▇▇ Entities’ Products, Systems and Services, Executive acknowledges that Executive has and will learn or develop Confidential Information relating to the Bank development, sales, marketing, servicing or provision of the ▇▇▇▇▇▇ Entities’ Products, Systems and Services, and the ▇▇▇▇▇▇ Entities’ customers and prospective customers. Executive further acknowledges that the ▇▇▇▇▇▇ Entities’ relationships with its customers have substantial value to terminate his or her employment with the ▇▇▇▇▇▇ Entities. Therefore, during the Restriction Period, provided that there shall not have occurred and be continuing any material non-compliance by the Company or the Bank; provided, however, that nothing in with its obligations under this Section or any other provision of this Agreement shall preclude or prohibit Executive, if Executive’s Term of employment with the Company and/or the Bank shall have expired or Executive’s employment shall have been early terminated, and within one year after the Expiration Date or Termination DateAgreement, Executive shall have accepted employment with a successor employer (“New Employer”), from (a) entering into discussions or negotiations with any customers or active prospective customers of the Company or the Bank referred to in subparagraph (i) above regarding their entering into business or customer relationships or opening accounts with the New Employer, or (b) engaging in discussions or negotiations with any officers of the Company or the Bank referred to in subparagraph (iii) above regarding their accepting employment with the New Employer, if in each such case such discussions and negotiations are not the resultnot, directly or indirectly, for Executive or on behalf of solicitationsany person, inducementsfirm, approaches, overtures or other expressions entity, solicit or sell, attempt to sell, or supervise, participate in, or assist the sale or solicitation of interest initiated by Executive Competitive Products and Systems to any person, firm or other entity to which the ▇▇▇▇▇▇ Entities sold any of the ▇▇▇▇▇▇ Entities’ Products, Systems and Services during the last two (2) years of Executive’s employment with such customers or officers but rather are the resultCompany prior to the effective date of termination. However, directly or indirectly, this Section 4(c) shall not prohibit the solicitation of any one actual or more such actions taken by such customers or such officers with Executive in his capacity as an employee potential customer of New Employerthe ▇▇▇▇▇▇ Entities which does not fall within the preceding description. This Section 4(c) is independent of the obligations of confidentiality under this Agreement and the non-compete provisions of this Agreement.

Non-Solicitation. Executive recognizes that During the business of the Company Term and the Bank is highly competitive, and therefore acknowledges and agrees that at all times while employed by the Company and/or the Bank and for a period of one year following the Expiration Date of Executive’s employment under this Agreement or earlier termination of such employmentTermination Restriction Period, Executive shall not, directly or indirectly, individually on Executive’s own behalf or together with on behalf of any other personperson or entity, as owner, shareholder, investor, member, partner, proprietor, principal, director, officer, executive, manager, agent, representative, independent contractor, consultant or otherwisewithout the prior written consent of the Company: (i) (A) solicit or induce any employee, consultant or independent contractor of the Company or any of its affiliates to leave the employ of (or end a contracting relationship with) the Company or any affiliate; or hire any employee, consultant or independent contractor of the Company; (B) hire any former employee who has left the employment of the Company or any affiliate of the Company within six (6) months of the termination of such employee’s employment with the Company or any such affiliate; provided that the foregoing provisions of subsections (i)(A) or (B) shall not apply to the person who serves as Executive’s administrative assistant at the Company at the time of Executive’s termination of employment with the Company; (C) hire any former consultant or independent contractor who has ended his or her consultancy or contracting relationship with the Company or any affiliate of the Company within six (6) months of the end of such consultancy or contracting relationship for any competitive purpose; or (D) hire any former employee of the Company in knowing violation of such employee’s non-competition agreement with the Company or any manner such affiliate; (ii) (A) solicit, divert or seek take away, or attempt to obtain divert or take away, the business or patronage of any person who is agent, client or was a customer or an active prospective customer of the Company or any of its affiliates which was served by the Bank Company or any of its affiliates during the one-year twelve (12)-month period prior to the Expiration Date or Termination Date termination of Executive’s employmentemployment with the Company or any of its affiliates; or or (iiB) request induce, encourage, or advise attempt to induce or encourage any customerclient or customer of the Company or any of its affiliates which was served by the Company or any of its affiliates during the twelve (12)-month period prior to the termination of Executive’s employment with the Company to reduce, supplierlimit, vendor or others who were doing cancel its business with the Company or any of its affiliates. For clarity, the Bank during foregoing shall not be violated by general advertising, by serving as a reference upon request or by actions taken in the one-year period prior to the Expiration Date or Termination Date good faith performance of Executive’s employment, or any other person, duties to terminate, reduce, limit or change their business or relationship with the Company or the Bank; or (iii) induce, request or attempt to influence any officer of the Company or the Bank to terminate his or her employment with the Company or the Bank; provided, however, that nothing in this Section or any other provision of this Agreement shall preclude or prohibit Executive, if Executive’s Term of employment with the Company and/or the Bank shall have expired or Executive’s employment shall have been early terminated, and within one year after the Expiration Date or Termination Date, Executive shall have accepted employment with a successor employer (“New Employer”), from (a) entering into discussions or negotiations with any customers or active prospective customers of the Company or the Bank referred to in subparagraph (i) above regarding their entering into business or customer relationships or opening accounts with the New Employer, or (b) engaging in discussions or negotiations with any officers of the Company or the Bank referred to in subparagraph (iii) above regarding their accepting employment with the New Employer, if in each such case such discussions and negotiations are not the result, directly or indirectly, of solicitations, inducements, approaches, overtures or other expressions of interest initiated by Executive with such customers or officers but rather are the result, directly or indirectly, of any one or more such actions taken by such customers or such officers with Executive in his capacity as an employee of New Employerits affiliates.

Non-Solicitation. The Executive recognizes covenants that the business Executive will not (without prior written consent of the Company and Company) at any time during the Bank is highly competitive, and therefore acknowledges and agrees that at all times while employed by the Company and/or the Bank and for a period of one year following the Expiration Date of Executive’s employment under this Agreement or earlier termination of such employment, Executive shall notRestricted Period, directly or indirectly, either individually or together in partnership, jointly or in conjunction with any other person, firm, association, syndicate, company or corporation, whether as owneragent, shareholder, investoremployee, memberconsultant, partneror in any manner whatsoever: (1) solicit or entice away, proprietoror attempt to solicit or entice away from the Company, principalemploy, director, officer, executive, manager, agent, representativeor otherwise engage (as an employee, independent contractor, consultant or otherwise: (i) solicit in any manner or seek to obtain the business of any person whom the Executive had contact with or received Confidential Information about during the Executive’s employment with the Company (in connection with such employment), and who is or was a customer or an active prospective customer of employed by the Company or engaged as a contractor or consultant by the Bank during Company as of the one-year date of solicitation or who was so employed or engaged within the twelve (12) month period prior to the Expiration Date or Termination Date of Executive’s employmentpreceding such date; or (ii2) request for any purpose competitive with the Business, canvass, solicit or advise approach for orders, or cause to be canvassed or solicited or approached for orders, any person or entity whom the Executive had contact with or received Confidential Information about during the Executive’s employment with the Company (in connection with such employment), and who is or which is a customer, client, supplier or licensee of the Company as of the date of solicitation or within the twelve (12) month period preceding such date; or (3) induce or attempt to induce any customer, supplierclient, vendor supplier or others who were licensee of the Company whom the Executive had contact with or received Confidential Information about during the Executive’s employment with the Company (in connection with such employment), to cease doing business with the Company or the Bank during the one-year period prior to the Expiration Date or Termination Date of Executive’s employment, or any other person, to terminate, reduce, limit or change their business or relationship with the Company or the BankCompany; or (iii4) induceat any time following the date the Executive ceases to be an employee of the Company, request disparage or attempt to influence any officer of denigrate the Company or the Bank to terminate his its Affiliates or her employment with the Company their respective businesses, officers or the Bank; provided, however, that nothing employees. Nothing contained in this Section 8.6(4) shall in any way restrict the Executive 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, including discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other provision of this Agreement shall preclude or prohibit Executiveconduct that the Executive has reason to believe is unlawful, if Executive’s Term of employment with provided that such compliance does not exceed that required by the Company and/or the Bank shall have expired or Executive’s employment shall have been early terminatedlaw, and within one year after the Expiration Date or Termination Date, Executive shall have accepted employment with a successor employer (“New Employer”), from (a) entering into discussions or negotiations with any customers or active prospective customers of the Company or the Bank referred to in subparagraph (i) above regarding their entering into business or customer relationships or opening accounts with the New Employerregulation, or (b) engaging in discussions or negotiations with any officers of the Company or the Bank referred to in subparagraph (iii) above regarding their accepting employment with the New Employer, if in each such case such discussions and negotiations are not the result, directly or indirectly, of solicitations, inducements, approaches, overtures or other expressions of interest initiated by Executive with such customers or officers but rather are the result, directly or indirectly, of any one or more such actions taken by such customers or such officers with Executive in his capacity as an employee of New Employerorder.

Non-Solicitation. Executive recognizes You acknowledge that, during the Term, you will have access to Confidential Information and trade secrets which, if disclosed, would assist in interference with the Company and its Affiliates, and that you will also generate good will for the Company and its Affiliates. Therefore, you agree that the business following restrictions on your activities during and after the termination of your employment are necessary to protect the good will, Confidential Information and trade secrets of the Company and its Affiliates. (i) You agree that during the Bank is highly competitive, and therefore acknowledges and agrees that at all times while employed by the Company and/or the Bank and for a period of one year following the Expiration Date of Executive’s employment under this Agreement or earlier termination of such employment, Executive shall Restricted Period you will not, directly or indirectly, individually or together with through any other personPerson, as owner, shareholder, investor, member, partner, proprietor, principal, director, officer, executive, manager, agent, representative, independent contractor, consultant hire or otherwise: (i) solicit in for hiring any manner employee of the Company or any of its Affiliates or seek to obtain persuade any employee of the business Company or any of its Affiliates to discontinue his/her employment. (ii) You agree that, during the Restricted Period, you will not disparage or criticize the Company, its Affiliates, their business, their management or their products or services. Nothing in this paragraph shall preclude you from (a) giving truthful testimony under oath in response to a subpoena or other lawful process or in connection with enforcing any person who is rights or was defending any claims hereunder or (b) giving truthful answers in response to an order or directive of a governmental agency or regulatory organization. (iii) You agree that during the Restricted Period you will not, directly or through any other Person, solicit or encourage any customer or an active prospective customer of the Company or the Bank during the one-year period prior any of its Affiliates or any independent contractor providing services to the Expiration Date or Termination Date of Executive’s employment; or (ii) request or advise any customer, supplier, vendor or others who were doing business with the Company or any of its Affiliates to terminate or diminish its relationship with them. (iv) For purpose of your obligations hereunder after your employment terminates, an employee, independent contractor, customer, and/or prospective customer includes only those who are such on the Bank date your employment terminates or at any time during the onepreceding six (6) months. (v) The term “Restricted Period” means the period during which you are employed by the Company and the twenty-year four (24) month period prior to the Expiration Date or Termination Date immediately following termination of Executive’s your employment, or any other person, to terminate, reduce, limit or change their business or relationship with the Company or the Bank; or (iii) induce, request or attempt to influence any officer regardless of the Company or the Bank to terminate his or her employment with the Company or the Bank; provided, however, that nothing in this Section or any other provision of this Agreement shall preclude or prohibit Executive, if Executive’s Term of employment with the Company and/or the Bank shall have expired or Executive’s employment shall have been early terminated, and within one year after the Expiration Date or Termination Date, Executive shall have accepted employment with a successor employer (“New Employer”), from (a) entering into discussions or negotiations with any customers or active prospective customers of the Company or the Bank referred to in subparagraph (i) above regarding their entering into business or customer relationships or opening accounts with the New Employer, or (b) engaging in discussions or negotiations with any officers of the Company or the Bank referred to in subparagraph (iii) above regarding their accepting employment with the New Employer, if in each such case such discussions and negotiations are not the result, directly or indirectly, of solicitations, inducements, approaches, overtures or other expressions of interest initiated by Executive with such customers or officers but rather are the result, directly or indirectly, of any one or more such actions taken by such customers or such officers with Executive in his capacity as an employee of New Employerreason therefor.

Non-Solicitation. Executive recognizes that The Employee shall not, during the business Non-Compete Period, either directly or indirectly, and whether for himself or on behalf of any other Person; (i) seek to persuade any employee or consultant of the Company and the Bank is highly competitiveor any of its Affiliates to discontinue or diminish his or her status or employment therewith or seek to persuade any employee, and therefore acknowledges and agrees that at all times while former employee (who was employed by the Company and/or or any of its Affiliates at any time during the Bank and for a 12-month period prior to the termination of one year following the Expiration Date of ExecutiveEmployee’s employment under this Agreement with the Company), or earlier termination exclusive consultant of such employmentthe Company or any of its Affiliates to become employed or to provide consulting or contract services to a business competitive with the Company or its Affiliates in the Business; (ii) solicit, Executive shall notemploy or engage, directly or indirectlycause to be solicited, individually employed, or together with any other personengaged, as owner, shareholder, investor, member, partner, proprietor, principal, director, officer, executive, manager, agent, representative, independent contractor, consultant or otherwise: (i) solicit in any manner or seek to obtain the business of any person who is or was a customer employed by the Company or an active prospective customer any of its Affiliates at any time during the 12-month period prior to the termination of the Employee’s employment with the Company; or (iii) solicit, encourage, or induce any contractor, agent, client, customer, supplier, or the like of the Company or the Bank during the one-year period prior any of its Affiliates to the Expiration Date terminate or Termination Date of Executive’s employment; or (ii) request or advise any customerdiminish its/his relationship with, supplier, vendor or others who were doing business with the Company or the Bank during the one-year period prior to the Expiration Date or Termination Date any of Executive’s employmentits Affiliates, or any other person, to terminate, reduce, limit or change their business or refrain from entering into a relationship with the Company or any of its Affiliates, including, without limitation, any prospective contact, contractor, agent, client, customer, or the Bank; or (iii) induce, request or attempt to influence any officer like of the Company or the Bank to terminate his or her employment with the Company or the Bankany of its Affiliates; provided, however, that nothing in this Section or the foregoing shall not prohibit the Employee from placing any other provision of this Agreement shall preclude or prohibit Executive, if Executive’s Term of employment with the Company and/or the Bank shall have expired or Executive’s employment shall have been early terminated, and within one year after the Expiration Date or Termination Date, Executive shall have accepted employment with a successor employer (“New Employer”), from (a) entering into discussions or negotiations with general advertisements for employees so long as such general advertisements are not directed to any customers or active prospective customers employees of the Company or any of its Affiliates (provided that the Bank referred Employee may not, during the time periods set forth in this Section 6(c), hire or engage any such Person who responds to in subparagraph (i) above regarding their entering into business or customer relationships or opening accounts with the New Employer, or (b) engaging in discussions or negotiations with any officers of the Company or the Bank referred to in subparagraph (iii) above regarding their accepting employment with the New Employer, if in each such case such discussions and negotiations are not the result, directly or indirectly, of solicitations, inducements, approaches, overtures or other expressions of interest initiated by Executive with such customers or officers but rather are the result, directly or indirectly, of any one or more such actions taken by such customers or such officers with Executive in his capacity as an employee of New Employergeneral advertisement).

Non-Solicitation. Executive recognizes Employee agrees and acknowledges that Employee's services hereunder are of a special, unique, extraordinary character, that Employee's employment with the Company places Employee in a position of confidence and trust and that Employee's services hereunder necessarily will require the disclosure to Employee of Confidential Information of the Company. Employee consequently agrees that it is reasonable and necessary for the protection of the goodwill and business of the Company that Employee make the covenants contained herein and that Company is relying upon and is induced by the Bank is highly competitiveagreements made by Employee in this paragraph. Accordingly, and therefore acknowledges and Employee agrees that at all times while employed by during the Company and/or the Bank term of this Agreement and for a twelve (12) month period of one year following the Expiration Date of Executive’s employment under this Agreement or earlier termination of such employmentthereafter, Executive Employee shall not, except on behalf of the Company, directly or indirectly, individually or together with any other person, as owner, shareholder, investor, member, partner, proprietor, principal, director, officer, executive, manager, agent, representative, independent contractor, consultant or otherwise: and regardless of the reason for the cessation of Employee's employment (i) solicit attempt in any manner to persuade any third party to cease to do business, or to reduce the amount of business which any such party customarily has done or contemplates doing, with the Company, whether or not the relationship between the Company and such third party was originally established in whole or in part through Employee's efforts; or (ii) on Employee's own behalf or otherwise, hire, solicit, seek to obtain the business of hire, or offer employment to any person who is is, during any such time period, an employee of or was a customer or an active prospective customer of the Company or the Bank during the one-year period prior to the Expiration Date or Termination Date of Executive’s employment; or (ii) request or advise any customer, supplier, vendor or others who were doing business independent contractor with the Company or the Bank during the one-year period prior to the Expiration Date or Termination Date of Executive’s employmentCompany, or in any other person, to terminate, reduce, limit or change their business or relationship with the Company or the Bank; or (iii) induce, request or attempt to influence any officer of the Company or the Bank to terminate his or her employment with the Company or the Bank; provided, however, that nothing in this Section or any other provision of this Agreement shall preclude or prohibit Executive, if Executive’s Term of employment with the Company and/or the Bank shall have expired or Executive’s employment shall have been early terminated, and within one year after the Expiration Date or Termination Date, Executive shall have accepted employment with a successor employer (“New Employer”), from (a) entering into discussions or negotiations with any customers or active prospective customers of the Company or the Bank referred to in subparagraph (i) above regarding their entering into business or customer relationships or opening accounts with the New Employer, or (b) engaging in discussions or negotiations with any officers of the Company or the Bank referred to in subparagraph (iii) above regarding their accepting employment with the New Employer, if in each such case such discussions and negotiations are not the resultmanner attempt, directly or indirectly, to influence, induce or encourage any such person to leave the employ of, or terminate or diminish such person's business relationship with, the Company. As used in this paragraph, the verb 'employ' shall include its variations, for example, retain or engage; and the "Company" shall include Case Financial, Inc. and each of solicitationsits direct or indirect subsidiaries. The covenants of Employee set forth in this Section 6 are made in consideration of the payments made to Employee pursuant to this Agreement, inducementsthe receipt, approachesadequacy and sufficiency of which are acknowledged by Employee, overtures or other expressions of interest initiated and such covenants have been made by Executive with such customers or officers but rather are Employee to induce the result, directly or indirectly, of any one or more such actions taken by such customers or such officers with Executive in his capacity as an employee of New EmployerCompany to enter into this Agreement.

Non-Solicitation. Executive recognizes Employee acknowledges that in the business course of Employee’s employment with the Company and its Affiliates, Employee has and will become familiar with the Bank is highly competitiveCompany’s and its Affiliates’ Trade Secrets and with other Confidential Information concerning the Company and its Affiliates and that Employee’s services will be of special, unique and extraordinary value to the Company and its Affiliates. Therefore, and therefore acknowledges in further consideration of the compensation and benefits to be provided to Employee in connection with Employee’s employment with the Company, Employee agrees that at all times while employed by during Employee’s employment with the Company and/or the Bank or any Affiliate and for a period of one year following 12 months after the Expiration Date termination of ExecutiveEmployee’s employment under this Agreement with the Company or earlier any Affiliate (the “Restricted Period”), regardless of the reason for the termination of Employee’s employment and whether such employmenttermination is at the initiative of Employee or the Company (or any applicable Affiliate), Executive Employee shall not, directly or indirectly, individually (a) (i) solicit, entice, encourage or together with induce any other personperson who is then, as owneror was during the then prior 12-month period, shareholderan employee, investor, member, partner, proprietor, principal, director, officer, executive, managerconsultant, agent, representative, independent contractor, consultant or otherwise: (i) solicit in any manner or seek to obtain the business of any person who is or was a customer or an active prospective customer other service provider of the Company or the Bank during the one-year period prior its Affiliates (“Protected Party”), to the Expiration Date resign or Termination Date of Executive’s employment; or (ii) request terminate employment or advise any customer, supplier, vendor or others who were doing business other engagement with the Company or the Bank during the one-year period prior to the Expiration Date or Termination Date of Executive’s employmentits Affiliates, or become an employee, consultant, agent, representative, or other service provider of any other person, to terminate, reduce, limit firm or change their business corporation that provides the same or relationship similar products or services (or otherwise competes with the Company or its Affiliates) within any geographic location in which the BankCompany or its Affiliates is doing business or preparing to do business, including any other location in which the Company or its Affiliates conduct or prepares to conduct business during Employee’s employment (the “Restricted Territory”), or (ii) approach any such Protected Party for such purpose or authorize or knowingly approve the taking of such actions by any other person, firm or corporation or assist any such person, firm or corporation in taking such action; or or (iiib) inducesolicit, request entice, encourage or attempt to influence induce any officer person or entity who is then, or was during the then prior 12-month period, a customer or client of the Company or its Affiliates, or a party with whom the Bank Company or its Affiliates have contracted for services within the Restricted Territory to terminate his terminate, modify, or her fail to renew their relationship or contractual arrangement with the Company, or otherwise divert or attempt to divert from the Company or its Affiliates any business the Company or its Affiliates enjoyed, solicited, or attempted to solicit from its customers during or prior to Employee’s employment with the Company or the Bank; provided, however, that nothing in this Section or any other provision of this Agreement shall preclude or prohibit Executive, if Executive’s Term of employment with the Company and/or the Bank shall have expired or Executive’s employment shall have been early terminated, and within one year after the Expiration Date or Termination Date, Executive shall have accepted employment with a successor employer (“New Employer”), from (a) entering into discussions or negotiations with any customers or active prospective customers of the Company or the Bank referred to in subparagraph (i) above regarding their entering into business or customer relationships or opening accounts with the New Employer, or (b) engaging in discussions or negotiations with any officers of the Company or the Bank referred to in subparagraph (iii) above regarding their accepting employment with the New Employer, if in each such case such discussions and negotiations are not the result, directly or indirectly, of solicitations, inducements, approaches, overtures or other expressions of interest initiated by Executive with such customers or officers but rather are the result, directly or indirectly, of any one or more such actions taken by such customers or such officers with Executive in his capacity as an employee of New Employerits Affiliates.

Non-Solicitation. Executive recognizes that the business of the Company and the Bank is highly competitive, and therefore acknowledges and agrees that at all times while While employed by the Company and/or the Bank and for a the one-year period starting on the date of one year following Termination of Employment, any Participant who has received an Award under the Expiration Date of Executive’s employment under this Agreement or earlier termination of such employment, Executive Plan shall not, directly or indirectly, individually or together with any other person, as owner, shareholder, investor, member, partner, proprietor, principal, director, officer, executive, manager, agent, representative, independent contractor, consultant or otherwise: (i) solicit other than in any manner connection with the good-faith performance of his or seek to obtain the business of any person who is or was a customer or her normal duties and responsibilities as an active prospective customer employee of the Company or the Bank during the one-year period prior to the Expiration Date any Subsidiary, encourage any employee or Termination Date agent of Executive’s employment; or (ii) request or advise any customer, supplier, vendor or others who were doing business with the Company or the Bank during the one-year period prior any Subsidiary to the Expiration Date terminate his or Termination Date of Executive’s employment, or any other person, to terminate, reduce, limit or change their business or her relationship with the Company or any Subsidiary; (ii) employ, engage as a consultant or adviser, or solicit the Bankemployment or engagement as a consultant or adviser of, any employee or agent of the Company or Subsidiary (other than by the Company or its Subsidiaries), or cause or encourage any Person to do any of the foregoing; (iii) establish (or take preliminary steps to establish) a business with, or encourage others to establish (or take preliminary steps to establish) a business with, any employee or exclusive agent independent contractor of the Company or its Subsidiaries that would interfere with the relationship between the Company or its Subsidiaries and the employee or agent; or (iiiiv) induce, request or attempt to influence any officer interfere with the relationship of the Company or the Bank its Subsidiaries with, or endeavor to terminate his or her employment with entice away from the Company or its Subsidiaries, any Person who or which at any time since the Bank; providedParticipant's hire date was or is a material customer or material supplier of, howeveror maintained a material business relationship with, that nothing in this Section or any other provision of this Agreement shall preclude or prohibit Executive, if Executive’s Term of employment with the Company and/or the Bank shall have expired or Executive’s employment shall have been early terminated, and within one year after the Expiration Date or Termination Date, Executive shall have accepted employment with a successor employer (“New Employer”), from (a) entering into discussions or negotiations with any customers or active prospective customers of the Company or its Subsidiaries. If a Participant violates any of the Bank referred non-solicitation provisions set forth above, to in subparagraph the extent permitted by applicable law, the Board or the Committee may, to the extent permitted by applicable law, (i) above regarding their entering into business cancel or customer relationships cause to be cancelled any or opening accounts with all of the New EmployerParticipant's outstanding Awards granted after May 19, 2009; (ii) recover or cause to be recovered any or all Proceeds resulting from any sale or other disposition (including to the Company) of shares of Stock issued or issuable upon vesting, settlement, or (b) engaging in discussions exercise, as the case may be, of any Award granted after May 19, 2009, if the sale or negotiations with disposition was effected on or after the date that is one year prior to the date on which the Participant first violated any officers of the Company or the Bank referred to in subparagraph such non-solicitation provisions; and/or (iii) above regarding their accepting employment recover or cause to be recovered any cash paid or shares of Stock issued to the Participant in connection with the New Employerany vesting, settlement, or exercise of an Award granted after May 19, 2009, if in each the vesting, settlement, or exercise occurred on or after the date that is one year prior to the date on which the Participant first violated any such case such discussions and negotiations are not the result, directly or indirectly, of solicitations, inducements, approaches, overtures or other expressions of interest initiated by Executive with such customers or officers but rather are the result, directly or indirectly, of any one or more such actions taken by such customers or such officers with Executive in his capacity as an employee of New Employernon-solicitation provisions.

Non-Solicitation. Executive recognizes that (a) Employee hereby agrees that, for the business duration of Employee's employment with the Company and the Bank is highly competitive, and therefore acknowledges and agrees that at all times while employed by the Company and/or the Bank and for a period of one year two (2) years following the Expiration Date of Executive’s employment under this Agreement or earlier termination of such employment, Executive shall Employee's employment with the Company: (i) Employee will not, directly or indirectly, individually either for itself or together with any other person, as owner, shareholder, investor, member, partner, proprietor, principal, director, officer, executive, manager, agent, representative, independent contractor, consultant : (A) induce or otherwise: (i) solicit in attempt to induce any manner or seek to obtain the business of any person who is or was a customer or an active prospective customer employee of the Company or any of its subsidiaries to leave the Bank during employ of the one-Company or such subsidiary, (B) in any way interfere with the relationship between the Company and its subsidiaries and any employee of the Company or any of its subsidiaries, (C) employ, or otherwise engage as an employee, independent contractor or otherwise, any current or former employee of the Company or any of its subsidiaries, other than such former employees who have not worked for the Company or any of its subsidiaries for more than one year period prior or (D) induce or attempt to the Expiration Date or Termination Date of Executive’s employment; or (ii) request or advise induce any customer, supplier, vendor licensee or others who were business relation of the Company or any of its subsidiaries to cease doing business with the Company or such subsidiary, or in any way interfere with the Bank during relationship between the one-year period prior to Company and its subsidiaries and any customer, supplier, licensee or business relation of the Expiration Date Company or Termination Date any of Executive’s employmentits subsidiaries; and (ii) Employee will not, directly or indirectly, either for herself or any other person, solicit the business of any person known to terminate, reduce, limit or change their business or relationship with the Company or the Bank; or (iii) induce, request or attempt Employee to influence any officer be a customer of the Company or the Bank any of its subsidiaries, whether or not Employee had personal contact with such person, with respect to terminate his products or her employment activities which compete in whole or in part with the former, current or currently contemplated products or activities of the Company and its subsidiaries or the Bank; provided, however, that nothing products or activities of the Company and its subsidiaries in existence or contemplated at the time of termination of Employee's employment. (b) In the event of a breach by Employee of any covenant set forth in this Section or any other provision 16, the term of this Agreement shall preclude or prohibit Executive, if Executive’s Term of employment with such covenant will be extended by the Company and/or the Bank shall have expired or Executive’s employment shall have been early terminated, and within one year after the Expiration Date or Termination Date, Executive shall have accepted employment with a successor employer (“New Employer”), from (a) entering into discussions or negotiations with any customers or active prospective customers period of the Company or the Bank referred to in subparagraph (i) above regarding their entering into business or customer relationships or opening accounts with the New Employer, or (b) engaging in discussions or negotiations with any officers duration of the Company or the Bank referred to in subparagraph (iii) above regarding their accepting employment with the New Employer, if in each such case such discussions and negotiations are not the result, directly or indirectly, of solicitations, inducements, approaches, overtures or other expressions of interest initiated by Executive with such customers or officers but rather are the result, directly or indirectly, of any one or more such actions taken by such customers or such officers with Executive in his capacity as an employee of New Employerbreach.

Non-Solicitation. (a) For consideration provided under this Agreement, including, but not limited to the Company’s agreement to provide Executive recognizes that the business of with Confidential Information regarding the Company and the Bank is highly competitiveits respective businesses, and therefore acknowledges and Executive agrees that at all times while employed by the Company and/or the Bank or an Affiliate and for twelve (12) months following a period Separation from Service during the term of one year following the Expiration Date of Executive’s employment under this Agreement or earlier termination of such employment, Executive he shall not, without the prior written consent of the General Counsel of the Company, directly or indirectly, individually or together with any other person, as owner, shareholder, investor, member, partner, proprietor, principal, director, officer, executive, manager, agent, representative, independent contractor, consultant or otherwise: (i) hire or induce, entice or solicit in (or attempt to induce, entice or solicit) any manner employee of the Company or seek any of its Affiliates or ventures to obtain leave the employment of the Company or any of its Affiliates or ventures or (ii) solicit or attempt to solicit the business of any person who is or was a customer or an active prospective customer acquisition prospect of the Company or any of its Affiliates or ventures with whom Executive had any actual contact or Confidential Information about while employed by the Bank during Company or an Affiliate. (b) The restrictions contained in Section 7(a) are limited to areas or territories within the one-year period prior United States or in any foreign country where the Company or an Affiliate engages (or has definite plans to engage) in operations or the Expiration Date marketing of its products or Termination Date services at the time of Executive’s employment; orSeparation from Service. (iic) request or advise any customerExecutive acknowledges that these restrictive covenants under this Agreement, supplier, vendor or others who were doing business with for which Executive received valuable consideration from the Company or the Bank during the one-year period prior as provided in this Agreement, including, but not limited to the Expiration Date or Termination Date of ExecutiveCompany’s employment, or any other person, agreement to terminate, reduce, limit or change their business or relationship provide Executive with Confidential Information regarding the Company or and its respective businesses, are ancillary to otherwise enforceable provisions of this Agreement, that the Bank; or (iii) induce, request or attempt consideration provided by the Company gives rise to influence any officer the interest of each of the Company or in restraining Executive from competing and that the Bank restrictive covenants are designed to terminate his or her employment with the Company or the Bank; provided, however, that nothing in this Section or any other provision of this Agreement shall preclude or prohibit Executive, if enforce Executive’s Term of employment with the Company and/or the Bank shall have expired consideration or Executive’s employment shall have been early terminated, and within one year after the Expiration Date or Termination Datereturn promises under this Agreement. Additionally, Executive shall have accepted employment with acknowledges that these restrictive covenants contain limitations as to time, geographical area and scope of activity to be restrained that are reasonable and do not impose a successor employer (“New Employer”), from (a) entering into discussions greater restraint than is necessary to protect the goodwill or negotiations with any customers or active prospective customers other legitimate business interests of the Company or Company, including, but not limited to, the Bank referred Company’s need to in subparagraph (i) above regarding their entering into business or customer relationships or opening accounts with the New Employer, or (b) engaging in discussions or negotiations with any officers of the Company or the Bank referred to in subparagraph (iii) above regarding their accepting employment with the New Employer, if in each such case such discussions and negotiations are not the result, directly or indirectly, of solicitations, inducements, approaches, overtures or other expressions of interest initiated by Executive with such customers or officers but rather are the result, directly or indirectly, of any one or more such actions taken by such customers or such officers with Executive in his capacity as an employee of New Employerprotect its Confidential Information.

Non-Solicitation. Executive recognizes that During the business of the Company and the Bank is highly competitive, and therefore acknowledges and agrees that at all times while employed by the Company and/or the Bank Transition Period and for a period of one year following the Expiration Date of Executive’s employment under this Agreement or earlier termination of such employmentsix (6) months thereafter, Executive you shall not, directly or indirectly, individually or together with any other personas an individual proprietor, as ownerpartner, shareholderstockholder, officer, employee, director, joint venturer, investor, memberlender, partner, proprietor, principal, director, officer, executive, manager, agent, representativeconsultant, independent contractor, consultant or otherwise: in any other capacity whatsoever: (i) solicit in any manner or seek to obtain the business of any person who is or was a customer or an active prospective customer of the Company or the Bank during the one-year period prior to the Expiration Date or Termination Date of Executive’s employment; or (ii) request or advise any customerrecruit, supplier, vendor or others who were doing business with the Company or the Bank during the one-year period prior to the Expiration Date or Termination Date of Executive’s employmentsolicit, or hire any other personemployee, to terminateconsultant, reduceagent, limit director or change their business or relationship with the Company or the Bank; or (iii) induce, request or attempt to influence any officer of the Company or the Bank contact, recruit, solicit or induce, or attempt to terminate his contact, recruit, solicit or her employment with the Company induce, any employee, consultant, agent, director or the Bank; provided, however, that nothing in this Section or any other provision of this Agreement shall preclude or prohibit Executive, if Executive’s Term of employment with the Company and/or the Bank shall have expired or Executive’s employment shall have been early terminated, and within one year after the Expiration Date or Termination Date, Executive shall have accepted employment with a successor employer (“New Employer”), from (a) entering into discussions or negotiations with any customers or active prospective customers officer of the Company to terminate his/her employment with, or otherwise adversely change, reduce, or cease any relationship with, the Bank referred Company; or (ii) contact, solicit, divert, take away, or attempt to contact, solicit, divert or take away, any clients, customers or accounts, or prospective clients, customers or accounts, of the Company, or any of the Company’s business with such clients, customers or accounts, except as agreed upon in subparagraph writing signed by a duly authorized officer of the Company. If any restriction set forth in this paragraph is found by any court to be unenforceable because it is overbroad in any manner, such restriction shall be interpreted to extend only over the maximum period of time, range of activities, or geographic area which the court finds to be enforceable. You acknowledge that the restrictions contained in this paragraph are necessary for the protection of the business and goodwill of the Company and are considered by you to be reasonable for such purpose. You acknowledge that the restrictions contained in this paragraph extend to and expressly prohibit conduct via social media that would violate this paragraph. You further acknowledge that the restrictions set forth in this paragraph do not prevent you from earning a livelihood nor unreasonably impose limitations on your ability to earn a living. As used in this agreement the term “client,” “customer,” or “accounts” shall include: (i) above regarding their entering into business any person or entity that is a client, customer relationships or opening accounts with the New Employer, or (b) engaging in discussions or negotiations with any officers account of the Company on the date hereof or becomes a client, customer or account of the Bank referred to in subparagraph Company during the covered period; (ii) any person or entity that was a client, customer or account of the Company at any time during the two-year period preceding the date of your termination; and (iii) above regarding their accepting employment with any prospective client, customer or account to whom the New Employer, if in each such case such discussions and negotiations are not Company has made a presentation (or similar offering of services) within a period of 180 days preceding the result, directly or indirectly, date of solicitations, inducements, approaches, overtures or other expressions the termination of interest initiated by Executive with such customers or officers but rather are the result, directly or indirectly, of any one or more such actions taken by such customers or such officers with Executive in his capacity as an employee of New Employeryour employment.

Non-Solicitation. Executive recognizes that During the business of the Company and the Bank is highly competitive, and therefore acknowledges and agrees that at all times while employed by the Company and/or the Bank Executive’s employment with Holdings and for a period of one year following (1) years thereafter (the Expiration Date of Executive’s employment under this Agreement or earlier termination of such employment“Non-Solicitation Period”), the Executive shall not, except with prior written approval of the CEO, directly or indirectly, individually or together with as part of or on behalf of any other person, as ownercompany, shareholder, investor, member, partner, proprietor, principal, director, officer, executive, manager, agent, representative, independent contractor, consultant employer or otherwiseother entity: (a) (i) solicit in persuade or attempt to persuade any manner or seek to obtain the business of any person who is or was a existing customer or an active prospective agent with which the Company has a contract (“Contracted Customer”) to cease doing business constituting the Prohibited Business with the Company or any of its subsidiaries, or to reduce the amount of business constituting the Prohibited Business any customer or agent does with the Company or any of its subsidiaries, or (ii) solicit for himself or any entity any business constituting the Prohibited Business of a Contracted Customer of the Company or any of its subsidiaries or solicit any business constituting the Bank during Prohibited Business which was a Contracted Customer of the one-year period Company or with which the Executive is aware (or is made aware prior to the Expiration Date Termination Date) that the Company is in direct discussions as a prospective Contracted Customer of the Company (or any of their subsidiaries) within twelve (12) months prior to the Termination Date of Executive’s employmentDate; or (iib) request hire, attempt to recruit or advise solicit for hire, or for any customerpurpose whatsoever encourage to end or abandon their employment, supplierreduce or diminish in any way their relationship or breach any agreement, vendor or others who were doing business with the Company or any of its subsidiaries, any persons who have been employed by the Bank during Company or any of its subsidiaries at any time within the one-year period twelve (12) months prior to the Expiration Date such hiring, recruitment or Termination Date of Executive’s employmentsolicitation, or other than (i) any other person, to terminate, reduce, limit or change their business or relationship such employee whose employment with the Company or the Bank; or (iii) induce, request or attempt to influence any officer of its subsidiaries is terminated by the Company or the Bank to terminate any of its subsidiaries, or (ii) any such employee who voluntarily terminates his or her employment with the Company or any of its subsidiaries, so long as the Bank; provided, however, Executive did not induce or encourage such employee so to voluntarily terminate his or her employment. The parties acknowledge that nothing the restrictions contained in this Section Sections 10(b) will not apply to any general advertisements or any other provision of this Agreement shall preclude or prohibit Executive, if Executive’s Term of employment with the Company and/or the Bank shall have expired or Executive’s employment shall have been early terminated, and within one year after the Expiration Date or Termination Date, Executive shall have accepted employment with a successor employer (“New Employer”), from (a) entering into discussions or negotiations with any customers or active prospective customers of the Company or the Bank referred to in subparagraph (i) above regarding their entering into business or customer relationships or opening accounts with the New Employer, or (b) engaging in discussions or negotiations with any officers of the Company or the Bank referred to in subparagraph (iii) above regarding their accepting employment with the New Employer, if in each such case such discussions and negotiations are not the result, directly or indirectly, of solicitations, inducements, approaches, overtures or other expressions of interest initiated by Executive with such customers or officers but rather are the result, directly or indirectly, of any one or more such actions taken by such customers or such officers with Executive in his capacity as an employee of New Employersolicitations for employees.

Non-Solicitation. Executive recognizes that the business of (a) In exchange for the Company providing the Grantee the consideration set forth herein and other confidential information, during the Bank is highly competitive, and therefore acknowledges and agrees that at all times while employed by Grantee's employment with the Company and/or the Bank and for a period of one year following after the Expiration Date of Executive’s employment under this Agreement or earlier termination separation of such employmentemployment for any reason, Executive shall notthe Grantee hereby agrees not to, either directly or indirectly, individually or together with any other person, as owner, shareholder, investor, member, partner, proprietor, principal, director, officer, executive, manager, agent, representative, independent contractor, consultant or otherwise: : (i) solicit the employment of, recruit, employ, hire, cause to be employed or hired, entice away, or establish a business with any person whom the Grantee had contact with or job-related information about in the course of such person's employment or other relationship with the Company, or suggest to or discuss with any manner such person the discontinuation of that person's status or seek to obtain employment with the business Company; or (ii) on behalf of any person who is or was a entity engaged in the same or similar business as the Company, call on, service, solicit, or accept competing business from the Company's customers or prospective customers whom or which the Grantee, within the previous two (2) years, had or made contact with regarding the Company's business or had access to the Company's information or files about such customer or an active prospective customer customer. (b) To the extent that any provision of this Section 10 shall be determined to be invalid or unenforceable in any respect or to any extent, the provision shall not be void or rendered invalid, but instead shall be automatically amended for such lesser term, to such lesser extent, or in such other lesser degree, as will grant the Company the maximum protection and restrictions on the Grantee's activities permitted by applicable law in such circumstances. If the Grantee violates a non-solicitation provision described above and the Company brings legal action for injunctive relief, the Company shall not, as a result of such breach or the time involved in obtaining the relief, be deprived of the Company benefit of the full period of the provision(s) violated. Accordingly, the provision(s) shall be deemed to be in effect for the duration specified therein, computed from the date the relief is granted but not to include any period of time during which the Grantee is in violation of the provision(s). (c) The Company's right to enforce the terms of this Section 10 shall not be affected by the existence or non-existence of any other similar agreement for anyone else, or by the Bank during Company's failure to fully enforce, or enforce at all, the oneterms of any other such agreement. The provisions of this Section 10 are in addition to and not in lieu of, and do not supersede, cancel or replace, (i) any agreement regarding non-year period prior to solicitation or non-recruitment of customers, consultants or employees previously or subsequently signed by the Expiration Date Grantee, or Termination Date of Executive’s employment; or (ii) request any provisions of an existing agreement regarding any such subjects. Likewise, this Agreement does not alter or advise amend the terms of any customer, supplier, vendor or others who were doing business with existing agreement between the Company or and the Bank during the one-year period prior to the Expiration Date or Termination Date of Executive’s Grantee concerning employment, and such agreement shall not operate to preclude the enforcement (or cancel the terms) of this Agreement. In case of any other person, to terminate, reduce, limit or change their business or relationship with conflict between the Company or the Bank; or (iii) induce, request or attempt to influence any officer of the Company or the Bank to terminate his or her employment with the Company or the Bank; provided, however, that nothing in this Section or any other provision terms of this Agreement and the terms of any such agreement concerning employment, the terms of that agreement shall not operate to cancel, supersede or preclude or prohibit Executive, if Executive’s Term of employment with the Company and/or the Bank shall have expired or Executive’s employment shall have been early terminated, and within one year after the Expiration Date or Termination Date, Executive shall have accepted employment with a successor employer (“New Employer”), from (a) entering into discussions or negotiations with any customers or active prospective customers enforcement of the Company or the Bank referred to in subparagraph (i) above regarding their entering into business or customer relationships or opening accounts with the New Employer, or (b) engaging in discussions or negotiations with any officers terms of the Company or the Bank referred to in subparagraph (iii) above regarding their accepting employment with the New Employer, if in each such case such discussions and negotiations are not the result, directly or indirectly, of solicitations, inducements, approaches, overtures or other expressions of interest initiated by Executive with such customers or officers but rather are the result, directly or indirectly, this Agreement. The terms of any one other such agreement shall be construed and enforced without reference to this Agreement unless such agreement references this Agreement, specifically or more such actions taken by such customers or such officers with Executive in his capacity as an employee of New Employergenerally.

Non-Solicitation. (i) The Executive recognizes specifically acknowledges that the business Confidential Information described in this Section 12 includes confidential data pertaining to current and prospective customers of the Company Company, that such data is a valuable and unique asset of the Bank Company’s business and that the success or failure of the Company’s specialized business is highly competitivedependent in large part upon the Company’s ability to establish and maintain close and continuing personal contacts and working relationships with such customers, and therefore acknowledges and to develop proposals which are specifically designed to meet the requirements of such customers. Therefore, the Executive agrees that at all times while employed by during the Company and/or the Bank Term of this Agreement, and for a period of one (1) year following after the Expiration Date of Executive’s employment under this Agreement or earlier termination of such employmentTermination, Executive shall he will not, except on behalf of the Company or with the Company’s express written consent, solicit, either directly or indirectly, individually on his own behalf or together with on behalf of any other personperson or entity, as owner, shareholder, investor, member, partner, proprietor, principal, director, officer, executive, manager, agent, representative, independent contractor, consultant any customers or otherwise:targeted potential customers with whom he had contact before the Date of Termination to take any action which could reasonably be expected to adversely affect the Company. (iii) solicit The Executive specifically acknowledges that the Confidential Information described in this Section 12 also includes confidential data pertaining to current and prospective employees and agents of the Company, and the Executive further agrees that during the Term of this Agreement, and for a period of one (1) year after the Date of Termination, the Executive will not directly or indirectly solicit, induce or attempt to induce, on his own behalf or on behalf of any manner other person or seek to obtain entity, the business services of any person who is or was a customer or an active prospective customer employee of the Company or solicit any of the Bank during the one-year period prior Company’s employees, consultants or agents to the Expiration Date terminate their employment or Termination Date of Executive’s employment; or (ii) request or advise any customer, supplier, vendor or others who were doing business agency with the Company or the Bank during the one-year period prior to the Expiration Date or Termination Date of Executive’s employment, or take any other personactions which would otherwise cause the Company’s employees, consultants or agents to terminateviolate any Company policy, reduce, limit program or change their business or relationship with the Company or the Bank; orplan. (iii) induceThe Executive specifically acknowledges that the Confidential Information described in this Section 12 also includes confidential data pertaining to current and prospective vendors and suppliers of the Company, request and the Executive agrees that during the Term of this Agreement, and for a period of one (1) year after the Date of Termination, the Executive will not directly or attempt to influence indirectly solicit, on his own behalf or on behalf of any officer other person or entity, any vendor or supplier of the Company for the purpose of terminating or changing (in an adverse manner) such vendor’s or supplier’s relationship or agency with the Bank Company. (iv) For purposes of this Section 12(a), references to terminate his or her employment with the Company mean the Company or the Bank; provided, however, that nothing in this Section any existing or any other provision of this Agreement shall preclude or prohibit Executive, if Executive’s Term of employment with the Company and/or the Bank shall have expired or Executive’s employment shall have been early terminated, and within one year after the Expiration Date or Termination Date, Executive shall have accepted employment with a successor employer (“New Employer”), from (a) entering into discussions or negotiations with any customers or active prospective customers future subsidiary of the Company or the Bank referred to in subparagraph (i) above regarding their entering into business or customer relationships or opening accounts with the New Employer, or (b) engaging in discussions or negotiations with and any officers of the Company or the Bank referred to in subparagraph (iii) above regarding their accepting employment with the New Employer, if in each such case such discussions and negotiations are not the result, other entities that directly or indirectly, of solicitations, inducements, approaches, overtures or other expressions of interest initiated by Executive with such customers or officers but rather are the result, directly or indirectly, of any through one or more such actions taken intermediaries, control, are controlled by such customers or such officers are under common control with Executive in his capacity as an employee of New Employerthe Company.

Non-Solicitation. Executive recognizes Employee agrees that (i) for the business period commencing on the Effective Date and ending on the twelve (12) month anniversary of the date on which Employee’s employment with the Company is terminated for any reason (such period shall be referred to as the “Restricted Period”), the Employee will not, without written consent of the Company and the Bank is highly competitivedirectly or indirectly Solicit, and therefore acknowledges and agrees that at all times while employed by recruit, induce or encourage to leave employment or association with the Company and/or or any of its Affiliates (the Bank and for a period of one year following “Company Group”), or to become employed by, become associated with or consult for, any Person other than the Expiration Date of Executive’s employment under this Agreement Company Group, or earlier termination of such employmenthire, Executive shall notattempt to hire, directly employ or indirectlyengage (whether as an employee, individually or together with any other person, as owner, shareholder, investor, member, partner, proprietor, principal, director, officer, executive, managerconsultant, agent, representative, independent contractor, consultant director, equity holder, member, manager, general or otherwise: (i) solicit limited partner or in any manner other capacity), any Person who or seek to obtain the business of any person who which is or was a customer employed or an active prospective customer of engaged by the Company Group at the time of such Solicitation, recruitment, inducement, or the Bank during encouragement or the one-year period prior to the Expiration Date preceding such activity (each such Person, a “Specified Individual”), or Termination Date of Executive’s employment; or (ii) request during the Restricted Period, directly or advise indirectly induce or encourage any customer, supplier, vendor client or others who were doing business with the Company or the Bank during the one-year period prior to the Expiration Date or Termination Date of Executive’s employment, or any other person, to terminate, reduce, limit or change their business or relationship with the Company or the Bank; or (iii) induce, request or attempt to influence any officer supplier of the Company or Group to cease to engage the Bank to terminate his or her employment with services of the Company or the BankGroup; provided, however, that nothing (A) the foregoing shall not apply with respect to Employee causing to be placed any general advertisements in this Section newspapers and/or other media of general circulation (including advertisements posted on the Internet or social media) that are not targeted specifically at the Company Group or its respective employees or consultants, provided that in no event shall a Specified Individual be hired or otherwise retained as a result of such general advertisement, in each case, with actual knowledge of Employee and (B) during the Employee’s employment, the Employee may not engage in the foregoing activities with respect to any Person who was employed or engaged by the Company Group at any time during the Restricted Period. “Person” means an individual, a partnership, a corporation, an association, a limited liability company, a joint stock company, a trust, a joint venture, an unincorporated organization or a governmental entity or any other provision department, agency or political subdivision thereof. “Solicit” shall mean making any direct or indirect communication of this Agreement shall preclude or prohibit Executiveany kind, if Executive’s Term regardless of employment with the Company and/or the Bank shall have expired or Executive’s employment shall have been early terminated, and within one year after the Expiration Date or Termination Date, Executive shall have accepted employment with a successor employer (“New Employer”), from (a) entering into discussions or negotiations with any customers or active prospective customers of the Company or the Bank referred to in subparagraph (i) above regarding their entering into business or customer relationships or opening accounts with the New Employerwho initiates it, or (b) engaging in discussions any conduct that in any way invites, advises, encourages, or negotiations with requests any officers of the Company Person to take or the Bank referred to in subparagraph (iii) above regarding their accepting employment with the New Employer, if in each such case such discussions and negotiations are not the result, directly or indirectly, of solicitations, inducements, approaches, overtures or other expressions of interest initiated by Executive with such customers or officers but rather are the result, directly or indirectly, of refrain from taking any one or more such actions taken by such customers or such officers with Executive in his capacity as an employee of New Employeraction.

Non-Solicitation. Executive recognizes that i. The Employee shall not, either during his employment with the business of the Company and the Bank is highly competitive, and therefore acknowledges and agrees that at all times while employed by the Company and/or the Bank and Employer or for a period of one (1) year following the Expiration Date of Executive’s employment under this Agreement or earlier termination of such employment, Executive shall notthereafter, directly or indirectly, individually initiate any contact with or together solicit any designated customers or clients of the Employer or any of its Subsidiaries or related corporations for the purpose of selling or providing to the designated customers or clients, any products or services which are the same as or substantially similar to, or in any way competitive with, the products or services provided by the Employer or any of its Subsidiaries or related corporations during the term of his employment with any other the Employer or at the end thereof, as the case may be. For the purpose of this section, a “designated customer or client” means a person, as ownercorporation, shareholder, investor, member, partner, proprietor, principal, director, officer, executive, manager, agent, representative, independent contractor, consultant or otherwise: (i) solicit in any manner or seek to obtain the business of any person entity who is or was a customer or an active prospective client or was about to become a customer or client of the Company or the Bank during the one-year period prior to the Expiration Date or Termination Date of Executive’s employment; or (ii) request or advise any customer, supplier, vendor or others who were doing business with the Company or the Bank during the one-year period prior to the Expiration Date or Termination Date of Executive’s employment, Employer or any other personSubsidiary or related corporations and with whom the Employee had dealings during his employment by the Employer. ii. The Employee shall not, to terminate, reduce, limit or change their business or relationship with the Company or the Bank; or (iii) induce, request or attempt to influence any officer of the Company or the Bank to terminate either during his or her employment with the Company Employer or the Bank; provided, however, that nothing in this Section or any other provision for a period of this Agreement shall preclude or prohibit Executive, if Executive’s Term of employment with the Company and/or the Bank shall have expired or Executive’s employment shall have been early terminated, and within one (1) year after the Expiration Date or Termination Date, Executive shall have accepted employment with a successor employer (“New Employer”), from (a) entering into discussions or negotiations with any customers or active prospective customers of the Company or the Bank referred to in subparagraph (i) above regarding their entering into business or customer relationships or opening accounts with the New Employer, or (b) engaging in discussions or negotiations with any officers of the Company or the Bank referred to in subparagraph (iii) above regarding their accepting employment with the New Employer, if in each such case such discussions and negotiations are not the resultthereafter, directly or indirectly, employ or retain as an independent contractor any employee of solicitationsthe Employer or any of its Subsidiaries or related corporations or induce or solicit, inducementsor attempt to induce, approachesany such person to leave that person’s employment with the Employer. iii. The Employee represents and warrants that none of the negotiation, overtures entering into or performance of this Agreement has resulted in or may result in a breach by him of any agreement, duty or other expressions obligation with or to any other person, corporation, or entity, including, without limitation, any agreement, duty or obligation not to compete with any such person, corporation, or other entity or to keep any confidential information of interest initiated by Executive with any such person, corporation, or other entity or not to solicit or contact any customers or officers clients of such person, corporation, or other entity. The Employee further agrees to indemnify and hold harmless the Employer and any Subsidiaries or related corporations from and against any and all damages, expenses, losses, costs (including but rather not limited to legal fees and disbursements) which may be paid or are found to be payable by the result, directly or indirectly, Employer on account of any one breach of this provision by the Employee. iv. In the event of a breach or more threatened breach by the Employee of the provisions of Paragraphs 8.1, 8.2 and/or 8.3 of this Agreement, the Employer shall be entitled to an injunction restraining the Employee from further violation. Nothing herein shall be construed as prohibiting the Employer from pursuing any other remedies available to it for such actions taken by such customers breach or such officers with Executive in his capacity as an employee threatened breach, including recovery of New damages and reasonable legal expenses for the Employer.

Non-Solicitation. During the Term and for the one-year period thereafter, the Executive recognizes that the business shall not, unless such solicitation is made on behalf of the Company and or one of its Subsidiaries or such solicitation is made with the Bank is highly competitive, and therefore acknowledges and agrees that at all times while employed by the Company and/or the Bank and for a period of one year following the Expiration Date of ExecutiveCompany’s employment under this Agreement or earlier termination of such employment, Executive shall notprior written consent, directly or indirectly, individually (i) solicit or together encourage to leave the employment or other service of the Company, or any of its Subsidiaries, (except in connection with the termination of an employee in a manner consistent with Executive’s responsibilities as Executive Vice President of the Company and in compliance with the Company’s and its Subsidiaries’ policies) any managerial-level employee of, or independent contractor providing managerial-level services to, the Company or its Subsidiaries, where the independent contractor performs a substantial portion of his or her services for the Company, or (ii) solicit for employment (on behalf of the Executive or any other person or entity) any former managerial-level employee of or independent contractor providing managerial-level services to the Company, where the independent contractor in the last year of service to the Company has performed a substantial portion of his or her services for the Company, who has left the employment of or discontinued providing services to the Company or any of its Subsidiaries within the then prior one-year period. During the Term and for the one-year period thereafter, the Executive will not, whether for his own account or for the account of any other person, as ownerfirm, shareholdercorporation or other business organization, investorintentionally interfere with the Company’s or any of its Subsidiaries’ relationship with, memberor endeavor to entice away from the Company or any of its Subsidiaries, partner, proprietor, principal, director, officer, executive, manager, agent, representative, independent contractor, consultant or otherwise: (i) solicit in any manner or seek to obtain the business of any person who during the Term is or was a customer tenant, co-investor, co-developer, joint venturer or an active prospective other customer of the Company or the Bank during the one-year period prior to the Expiration Date or Termination Date any of Executive’s employment; or (ii) request or advise any customer, supplier, vendor or others who were doing business with the Company or the Bank during the one-year period prior to the Expiration Date or Termination Date of Executive’s employment, or any other person, to terminate, reduce, limit or change their business or relationship with the Company or the Bank; or (iii) induce, request or attempt to influence any officer of the Company or the Bank to terminate his or her employment with the Company or the Bank; provided, however, that nothing in this Section or any other provision of this Agreement shall preclude or prohibit Executive, if Executive’s Term of employment with the Company and/or the Bank shall have expired or Executive’s employment shall have been early terminated, and within one year after the Expiration Date or Termination Date, Executive shall have accepted employment with a successor employer (“New Employer”), from (a) entering into discussions or negotiations with any customers or active prospective customers of the Company or the Bank referred to in subparagraph (i) above regarding their entering into business or customer relationships or opening accounts with the New Employer, or (b) engaging in discussions or negotiations with any officers of the Company or the Bank referred to in subparagraph (iii) above regarding their accepting employment with the New Employer, if in each such case such discussions and negotiations are not the result, directly or indirectly, of solicitations, inducements, approaches, overtures or other expressions of interest initiated by Executive with such customers or officers but rather are the result, directly or indirectly, of any one or more such actions taken by such customers or such officers with Executive in his capacity as an employee of New Employerits Subsidiaries.

Non-Solicitation. Executive recognizes 9.1 The Employee acknowledges that during the business course of the Employment, the Employee may visit customers of the Company and the Bank is highly competitivemay deal with their complaints, handle problems, facilitate their requirements and therefore otherwise develop contacts with them. The Employee further acknowledges and agrees that at all times while employed by the right to maintain its relationship with customers constitutes a proprietary right which the Company and/or is entitled to protect and the Bank and for a period of one year Employee therefore agrees that he will not, at any time during the Employment or within 12 months following the Expiration Date of Executive’s employment under this Agreement or earlier termination of such employment, Executive shall notthe Employment, directly or indirectly, individually or together in partnership, jointly or in conjunction, with any other personanyone or more persons, firms, partnership, jointly, or in conjunction with anyone or more persons, firms, associations, syndicates or corporations, as owner, shareholder, investor, member, partner, proprietor, principal, director, officer, executive, manager, agent, representative, independent contractor, consultant shareholder of any company or otherwise: (i) solicit in any manner whatsoever, within the USA, solicit any of the Company's customers or seek persons whom the Company was soliciting as customers at the time of the termination of the Employment hereunder. Unauthorized solicitation for personal gain or on behalf of third parties while employed by the Company shall be cause for termination without Notice or compensation in lieu of Notice. 9.2 During the Employment or within 12 months following the termination of the Employment, the Employee acknowledges and agrees that he shall refrain from either directly or indirectly attempting to obtain the business withdrawal of any person who is or was a customer or an active prospective customer of the Company or the Bank during the one-year period prior to the Expiration Date or Termination Date of Executive’s employment; or (ii) request or advise any customer, supplier, vendor or others who were doing business with the Company or the Bank during the one-year period prior to the Expiration Date or Termination Date of Executive’s employment, or any other person, to terminate, reduce, limit or change their business or relationship with the Company or the Bank; or (iii) induce, request or attempt to influence any officer of the Company or the Bank to terminate his or her employee from employment with the Company having regard to the geographic and temporal restrictions set out above in Clause 11.1. Any violation of this Clause while employed by the Company shall be cause for termination without Notice or compensation in lieu of Notice. 9.3 This Clause 11 shall survive the Bank; provided, however, that nothing in this Section or any other provision termination of this Agreement shall preclude or prohibit Executive, if Executive’s Term of employment with and the Company and/or the Bank shall have expired or Executive’s employment shall have been early terminated, and within one year after the Expiration Date or Termination Date, Executive shall have accepted employment with a successor employer (“New Employer”), from (a) entering into discussions or negotiations with any customers or active prospective customers of the Company or the Bank referred to in subparagraph (i) above regarding their entering into business or customer relationships or opening accounts with the New Employer, or (b) engaging in discussions or negotiations with any officers of the Company or the Bank referred to in subparagraph (iii) above regarding their accepting employment with the New Employer, if in each such case such discussions and negotiations are not the result, directly or indirectly, of solicitations, inducements, approaches, overtures or other expressions of interest initiated by Executive with such customers or officers but rather are the result, directly or indirectly, of any one or more such actions taken by such customers or such officers with Executive in his capacity as an employee of New EmployerEmployment hereunder.

Non-Solicitation. The Executive recognizes that the business of the Company and the Bank is highly competitive, and therefore acknowledges and agrees that at all times while he or she is employed by the Company and/or the Bank and for a period of one year following twenty-four (24) months after the Expiration Date of Executive’s employment under this Agreement or earlier termination of such employmentTermination, the Executive shall not, directly or indirectly, individually or together with any other person, as owner, shareholder, investor, member, partner, proprietor, principal, director, officer, executive, manager, agent, representative, independent contractor, consultant or otherwise: (i) without first obtaining the express written permission of the Company’s General Counsel, which permission may be withheld solely in the Company’s discretion, directly or indirectly contact or solicit in business from any manner client or seek to obtain the business of any person who is or was a customer or an active prospective customer of the Company with whom the Executive had direct contact or responsibility or about whom the Bank Executive acquired any Trade Secret or Confidential Information during his employment with the one-year period prior Company. Likewise, the Executive shall not, without first obtaining the express written permission of the Company’s General Counsel which permission may be withheld solely in the Company’s discretion, directly or indirectly contact or solicit business from any person responsible for referring business to the Expiration Date Company or Termination Date of Executive’s employmentwho regularly refers business to the Company with whom the Executive had any direct contact or about whom the Executive acquired any Trade Secret or Confidential Information during his employment with the Company; or (ii) request take any action to hire, recruit or advise to directly or indirectly assist in the hiring, recruiting or solicitation for employment of any customerofficer, supplieremployee or representative of the Parking Companies who possesses Trade Secret and Confidential Information of the Company. If the Executive, vendor or others who were doing business with after the termination of his employment hereunder, has any question regarding the applicability of the above provisions to a potential employment opportunity, the Executive acknowledges that it is his responsibility to contact the Company or the Bank during the one-year period prior to the Expiration Date or Termination Date of Executive’s employment, or any other person, to terminate, reduce, limit or change their business or relationship with so that the Company or may inform the Bank; or (iiiExecutive of its position with respect to such opportunity. The Executive agrees that the non-compete period set forth in Section 6(e) induceabove shall be tolled, request or attempt to influence and shall not run, during any officer period of time in which he is in violation of the Company or the Bank to terminate his or her employment with terms thereof, so that the Company or the Bank; provided, however, that nothing in this Section or any other provision of this Agreement shall preclude or prohibit Executive, if Executive’s Term of employment with the Company and/or the Bank shall have expired or Executive’s employment shall have been early terminated, and within one year after the Expiration Date or Termination Date, Executive shall have accepted employment with a successor employer (“New Employer”), from (a) entering into discussions or negotiations with any customers or active prospective customers al of the Company or the Bank referred to in subparagraph (i) above regarding their entering into business or customer relationships or opening accounts with the New Employer, or (b) engaging in discussions or negotiations with any officers of the Company or the Bank referred to in subparagraph (iii) above regarding their accepting employment with the New Employer, if in each such case such discussions and negotiations are not the result, directly or indirectly, of solicitations, inducements, approaches, overtures or other expressions of interest initiated by Executive with such customers or officers but rather are the result, directly or indirectly, of any one or more such actions taken by such customers or such officers with Executive in his capacity as an employee of New Employeragreed-upon temporal protections recited therein.

Non-Solicitation. Executive recognizes that During the business period of your employment with the Company and the Bank is highly competitiveor any of its affiliates, and therefore acknowledges and agrees that at all times while employed by the Company and/or the Bank and for a period of one year following months after the Expiration Date cessation of Executive’s your employment under this Agreement for any reason, whether with or earlier termination of such employmentwithout Cause, Executive shall you will not, directly or indirectly, individually on your own behalf or together with on behalf of any other person, as owner, shareholder, investor, member, partner, proprietor, principal, director, officer, executive, manager, agent, representative, independent contractor, and whether through your own efforts or through the efforts or employing the assistance of any other person (including without limitation any consultant or otherwise:any person employed by or associated with any person with whom you become employed or associated): (ia) call on or solicit in any manner any customer of the Company or seek to obtain any of its affiliates for the purpose of doing business of the type done by the Company or any of its affiliates with such customer. For purposes of this Agreement, “customer” means any individual, firm, partnership, corporation, or other entity or person (i) currently doing business or who is has done business with the Company or was any of its affiliates in the 12 months prior to the cessation of your employment, or (ii) any prospective customer that you know to be a customer or an active prospective customer of the Company or any of its affiliates and with whom the Bank during the one-year period prior Company or any of its affiliates is in discussion with and reasonably expects to the Expiration Date or Termination Date of Executive’s employmentdo business; or (iib) request Solicit or advise otherwise induce any customer, supplier, vendor or others who were doing business with the Company or the Bank during the one-year period prior to the Expiration Date or Termination Date of Executive’s employment, or any other person, to terminate, reduce, limit or change their business or relationship with the Company or the Bank; or (iii) induce, request or attempt to influence any officer employee of the Company or any of its affiliates to leave the Bank to terminate his or her employment with the Company or the Bank; provided, however, that nothing in this Section or any other provision of this Agreement shall preclude or prohibit Executive, if Executive’s Term of employment with the Company and/or the Bank shall have expired or Executive’s employment shall have been early terminated, and within one year after the Expiration Date or Termination Date, Executive shall have accepted employment with a successor employer (“New Employer”), from (a) entering into discussions or negotiations with any customers or active prospective customers employ of the Company or any of its affiliates. To the Bank referred extent the terms of this Section 17 are less restrictive (from your perspective) than comparable non-solicitation restrictions agreed to in subparagraph by you pursuant to any Option agreement or Restricted Stock agreement dated prior to the date hereof (i) above regarding their entering into business or customer relationships or opening accounts with collectively, the New Employer“Prior Agreements”), or (b) engaging in discussions or negotiations with any officers the terms of this Section 17 shall supersede and replace the Company or the Bank referred to in subparagraph (iii) above regarding their accepting employment with the New Employer, if comparable non-solicitation provisions in each such case such discussions Prior Agreement. By accepting and negotiations are not agreeing to the resultterms of this Agreement, directly or indirectly, you acknowledge that your receipt of solicitations, inducements, approaches, overtures or other expressions the grant of interest initiated the Award evidenced by Executive with such customers or officers but rather are this Agreement represents adequate consideration for the result, directly or indirectly, of any one or more such actions taken by such customers or such officers with Executive undertaking set forth in his capacity as an employee of New Employerthis Section 17.

Non-Solicitation. During the Term and for the one-year period thereafter, the Executive recognizes that the business shall not, unless such solicitation is made on behalf of the Company and or one of its Subsidiaries or such solicitation is made with the Bank is highly competitive, and therefore acknowledges and agrees that at all times while employed by the Company and/or the Bank and for a period of one year following the Expiration Date of ExecutiveCompany’s employment under this Agreement or earlier termination of such employment, Executive shall notprior written consent, directly or indirectly, individually (i) solicit or together encourage to leave the employment or other service of the Company, or any of its Subsidiaries, (except in connection with the termination of an employee in a manner consistent with Executive’s responsibilities as Chief Executive Officer of the Company and in compliance with the Company’s and its Subsidiaries’ policies) any managerial-level employee of, or independent contractor providing managerial-level services to, the Company or its Subsidiaries, where the independent contractor performs a substantial portion of his or her services for the Company, or (ii) solicit for employment (on behalf of the Executive or any other person or entity) any former managerial-level employee of or independent contractor providing managerial-level services to the Company, where the independent contractor in the last year of service to the Company has performed a substantial portion of his or her services for the Company, who has left the employment of or discontinued providing services to the Company or any of its Subsidiaries within the then prior one-year period. During the Term and for the one-year period thereafter, the Executive will not, whether for his own account or for the account of any other person, as ownerfirm, shareholdercorporation or other business organization, investorintentionally interfere with the Company’s or any of its Subsidiaries’ relationship with, memberor endeavor to entice away from the Company or any of its Subsidiaries, partner, proprietor, principal, director, officer, executive, manager, agent, representative, independent contractor, consultant or otherwise: (i) solicit in any manner or seek to obtain the business of any person who during the Term is or was a customer tenant, co-investor, co-developer, joint venturer or an active prospective other customer of the Company or the Bank during the one-year period prior to the Expiration Date or Termination Date any of Executive’s employment; or (ii) request or advise any customer, supplier, vendor or others who were doing business with the Company or the Bank during the one-year period prior to the Expiration Date or Termination Date of Executive’s employment, or any other person, to terminate, reduce, limit or change their business or relationship with the Company or the Bank; or (iii) induce, request or attempt to influence any officer of the Company or the Bank to terminate his or her employment with the Company or the Bank; provided, however, that nothing in this Section or any other provision of this Agreement shall preclude or prohibit Executive, if Executive’s Term of employment with the Company and/or the Bank shall have expired or Executive’s employment shall have been early terminated, and within one year after the Expiration Date or Termination Date, Executive shall have accepted employment with a successor employer (“New Employer”), from (a) entering into discussions or negotiations with any customers or active prospective customers of the Company or the Bank referred to in subparagraph (i) above regarding their entering into business or customer relationships or opening accounts with the New Employer, or (b) engaging in discussions or negotiations with any officers of the Company or the Bank referred to in subparagraph (iii) above regarding their accepting employment with the New Employer, if in each such case such discussions and negotiations are not the result, directly or indirectly, of solicitations, inducements, approaches, overtures or other expressions of interest initiated by Executive with such customers or officers but rather are the result, directly or indirectly, of any one or more such actions taken by such customers or such officers with Executive in his capacity as an employee of New Employerits Subsidiaries.

Non-Solicitation. Executive recognizes that the business of the Company and the Bank is highly competitive, and therefore acknowledges and agrees that at all times while employed by the Company and/or the Bank and for (a) For a period of one year following two (2) years commencing on the Expiration Initial Closing Date of Executive’s employment under this Agreement or earlier termination of such employment(the “Restricted Period”), Executive Company Parent shall not, and shall not permit any of its Affiliates to, directly or indirectly, individually or together with solicit any other person, as owner, shareholder, investor, member, partner, proprietor, principal, director, officer, executive, manager, agent, representative, independent contractor, consultant or otherwise: (i) solicit in any manner or seek to obtain the business of any person who is or was a customer or an active prospective customer employee of the Company or the Bank during the one-year period prior encourage any such employee to the Expiration Date or Termination Date of Executive’s employmentleave such employment except pursuant to a general solicitation which is not directed specifically to any such employees; or (ii) request or advise any customerfor clarity, supplier, vendor or others who were doing business with the Company or the Bank during the one-year period prior to the Expiration Date or Termination Date of Executive’s employment, or any other person, to terminate, reduce, limit or change their business or relationship with the Company or the Bank; or (iii) induce, request or attempt to influence any officer of the Company or the Bank to terminate his or her employment with the Company or the Bank; provided, however, that nothing in this Section 5.7(a) shall prevent Company Parent or any other provision of this Agreement shall preclude or prohibit Executive, if Executive’s Term of its Affiliates from hiring any employee whose employment with the Company and/or the Bank shall have expired or Executive’s employment shall have has been early terminated, and within one year after the Expiration Date or Termination Date, Executive shall have accepted employment with a successor employer (“New Employer”), from (a) entering into discussions or negotiations with any customers or active prospective customers of terminated by the Company or the Bank referred to in subparagraph (i) above regarding their entering into business or customer relationships or opening accounts with the New Employer, or Investor. (b) engaging in discussions or negotiations with From the Agreement Date and continuing during the Restricted Period, Investor and Investor Parent shall not, and shall not permit any officers of the Company or the Bank referred to in subparagraph (iii) above regarding their accepting employment with the New Employer, if in each such case such discussions and negotiations are not the resultAffiliates to, directly or indirectly, solicit any employee of solicitationsCompany Parent or its Affiliates (other than the Company) or encourage any such employee to leave such employment except pursuant to a general solicitation which is not directed specifically to any such employee employees; for clarity, inducementsnothing in this Section 5.7(b) shall prevent Investor or Investor Parent or any of their Affiliates from hiring any employee whose employment has been terminated by the Company Parent. (c) Company Parent acknowledges that a breach or threatened breach of Section 5.3, approachesSection 5.6 or this Section 5.7 may give rise to irreparable harm to Investor, overtures for which monetary damages may not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by Company Parent of any such obligations, Investor 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). (d) Company Parent acknowledges that the restrictions contained in this Section 5.7 are reasonable and necessary to protect the legitimate interests of Investor and constitute a material inducement to Investor to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.7 should ever be adjudicated to exceed the time, geographic, product or service, or other expressions of interest initiated limitations permitted by Executive with applicable Law in any jurisdiction, then any court is expressly empowered to reform such customers covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or officers but rather service, or other limitations permitted by applicable Law. The covenants contained in this Section 5.7 and each provision hereof are the result, directly severable and distinct covenants and provisions. The invalidity or indirectly, unenforceability of any one such covenant or more provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such actions taken by invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such customers covenant or such officers with Executive provision in his capacity as an employee of New Employerany other jurisdiction.

Non-Solicitation. Executive recognizes Section 4.1 During the Term, Parent will not, without the prior written consent of Seller, and Parent will cause its controlled Affiliates (including, after the Closing, the Transferred Entities) not to: (a) encourage, induce, attempt to induce or solicit business from any customer or client of the Retained Business as of the Closing Date (collectively, the “Covered Customers”), in each case, for the purpose of interfering with the relationship between any such Covered Customer, on the one hand, and the Retained Business, on the other hand, by providing goods, products or services with respect to, or on behalf of, any business that competes with the Retained Business (it being understood that the placement of general advertisements that may be targeted to a particular geographic or technical area, but which are not targeted directly towards a Covered Customer, shall not be prohibited or restricted under, or deemed to be a breach of, this Section 4.1(a)); or (b) encourage, induce, attempt to induce or solicit any Covered Customer to cease doing business with the Retained Business or Seller or any of the Company and the Bank is highly competitiveits Affiliates. provided, and therefore acknowledges and agrees that at all times while employed by the Company and/or the Bank and for a period of one year following the Expiration Date of Executive’s employment under that, except as expressly set forth in Section 4.1(a) or Section 4.1(b), nothing in this Agreement shall prohibit, restrict or earlier termination otherwise limit the ability of such employmentParent or any of its controlled Affiliates from doing business with any Covered Customer. Section 4.2 Notwithstanding anything to the contrary, Executive nothing in this Section 4 shall notprohibit or restrict Parent or any of its controlled Affiliates from, directly or indirectly, individually or together with any other person, as owner, shareholder, investor, member, partner, proprietor, principal, director, officer, executive, manager, agent, representative, independent contractor, consultant or otherwise: (i) solicit in performing its obligations under the Purchase Agreement or any manner or seek to obtain the business of any person who is or was a customer or an active prospective customer of the Company or the Bank during the one-year period prior to the Expiration Date or Termination Date of Executive’s employment; or Ancillary Agreement, (ii) request or advise any customer, supplier, vendor or others who were doing business owning as a passive investment less than five percent (5%) of the outstanding shares of the capital stock of a publicly-traded company that competes with the Company or the Bank during the one-year period prior to the Expiration Date or Termination Date of Executive’s employmentRetained Business, or any other person, to terminate, reduce, limit or change their business or relationship with the Company or the Bank; or (iii) induce, request owning as a passive investment an equity interest in a private debt or attempt to influence any officer of the Company equity investment fund or the Bank to terminate his or her employment with the Company or the Bank; provided, however, that nothing in this Section vehicle (or any other provision of this Agreement shall preclude portfolio company (as such term is customarily understood in the private equity industry) or prohibit Executive, if Executive’s Term of employment with the Company and/or the Bank shall have expired or Executive’s employment shall have been early terminated, and within one year after the Expiration Date or Termination Date, Executive shall have accepted employment with a successor employer (“New Employer”), from (a) entering into discussions or negotiations with any customers or active prospective customers of the Company or the Bank referred to in subparagraph (i) above regarding their entering into business or customer relationships or opening accounts with the New Employer, or (b) engaging in discussions or negotiations with any officers of the Company or the Bank referred to in subparagraph (iii) above regarding their accepting employment with the New Employer, if in each such case such discussions and negotiations are not the result, directly or indirectly, of solicitations, inducements, approaches, overtures or other expressions of interest initiated by Executive with such customers or officers but rather are the result, directly or indirectly, investment of any one such fund or more vehicle) in which neither Joby nor any of its Affiliates has the ability to control or materially influence investment decisions or exercise any managerial control over such actions taken by such customers fund, vehicle, portfolio company or such officers with Executive in his capacity as an employee of New Employerinvestment.

Non-Solicitation. In consideration for (i) the Company’s promise to provide Confidential Information to Executive recognizes that and Executive’s return promise to hold the business of Company’s Confidential Information in trust, (ii) the Company and the Bank is highly competitive, and therefore acknowledges and agrees that at all times while employed substantial economic investment made by the Company and/or in the Bank Confidential Information and goodwill of the Company, and the business opportunities disclosed or entrusted to Executive, (iii) the compensation and other benefits provided by the Company to Executive, and (iv) the Company’s employment of Executive pursuant to this Agreement, and to protect the Company’s Confidential Information, customer relationships, and goodwill, Executive agrees that, during the Employment Period and for a period of one year twelve (12) months immediately following the Expiration Date date of Executive’s employment termination from employment, other than in connection with his authorized duties under this Agreement or earlier termination of such employmentAgreement, Executive shall not, directly or indirectly, individually or together with any other person, either as owner, shareholder, investor, member, partner, proprietor, a principal, director, officer, executive, manager, agent, representativeemployee, independent contractorconsultant, consultant officer, director, stockholder, partner, investor, owner, or otherwiselender or in any other capacity, and whether personally or through other persons or entities: (i) Solicit business from, interfere with, attempt to solicit in business with, or do business with any manner or seek to obtain the business of any person who is or was a customer or an active prospective customer of the Company with whom the Company did business or who the Bank Company solicited within the preceding twelve (12) months, and who or which Executive contacted, called on, serviced or did business with during Executive’s employment at the one-year period Company (and not at any time prior to commencement of the Expiration Date Employment Period). This restriction in this Section 7(a)(i) only prohibits soliciting, attempting to solicit or Termination Date transacting business for any person or entity, other than the Company, engaged in the business of Executive’s employmentmining bitcoin; or (ii) request Solicit, induce or advise any customerattempt to solicit or induce, supplierengage or hire, vendor or others who were doing business with the Company or the Bank during the one-year period prior to the Expiration Date or Termination Date on behalf of Executive’s employment, himself or any other personperson or entity, to terminate, reduce, limit any person who is an employee or change their business or relationship with the Company or the Bank; or (iii) induce, request or attempt to influence any officer consultant of the Company or the Bank to terminate his or her employment with who was employed by the Company or within the Bank; providedpreceding twelve (12) months (general advertisements and similar solicitations not directed at any specific individuals shall not be considered solicitation for this purpose). Notwithstanding the foregoing, however, that nothing the restrictions contained in this Section shall not apply to ▇▇▇▇▇ ▇▇▇▇▇▇▇. The provisions contained in this Section 7 are considered reasonable by Executive and the Company. In the event that any such provisions should be found to be void under applicable laws but would be valid if some part thereof was deleted or any other provision the period or area of application reduced, such provisions shall apply with such modification as may be necessary to make them valid and effective. In the event Executive breaches this Agreement shall preclude or prohibit ExecutiveSection 7, if Executive’s Term of employment with Executive acknowledges that there will be no adequate remedy at law, and the Company shall be entitled to injunctive relief and/or a decree for specific performance, and such other relief as may be proper (including monetary damages if appropriate). In any event, the Bank Company shall have expired or Executive’s employment shall have been early terminated, and within one year after the Expiration Date or Termination Date, Executive shall have accepted employment with a successor employer (“New Employer”), from (a) entering into discussions or negotiations with any customers or active prospective customers of the Company or the Bank referred right to in subparagraph (i) above regarding their entering into business or customer relationships or opening accounts with the New Employer, or (b) engaging in discussions or negotiations with any officers of the Company or the Bank referred to in subparagraph (iii) above regarding their accepting employment with the New Employer, if in each such case such discussions and negotiations are not the result, directly or indirectly, of solicitations, inducements, approaches, overtures or other expressions of interest initiated by Executive with such customers or officers but rather are the result, directly or indirectly, of any one or more such actions taken by such customers or such officers with Executive in his capacity as an employee of New Employerseek all remedies permissible under applicable law.

Non-Solicitation. Executive recognizes that During the business period of your employment with the Company and the Bank is highly competitiveor any of its affiliates, and therefore acknowledges and agrees that at all times while employed by the Company and/or the Bank and for a period of one year following months after the Expiration Date cessation of Executive’s your employment under this Agreement for any reason, whether with or earlier termination of such employmentwithout Cause, Executive shall you will not, directly or indirectlyindirectly , individually on your own behalf or together with on behalf of any other person, as owner, shareholder, investor, member, partner, proprietor, principal, director, officer, executive, manager, agent, representative, independent contractor, and whether through your own efforts or through the efforts or employing the assistance of any other person (including without limitation any consultant or otherwise:any person employed by or associated with any person with whom you become employed or associated): (ia) call on or solicit in any manner any customer of the Company or seek to obtain any of its affiliates for the purpose of doing business of the type done by the Company or any of its affiliates with such customer. For purposes of this Agreement, “customer” means any individual, firm, partnership, corporation, or other entity or person (i) currently doing business or who is has done business with the Company or was any of its affiliates in the 12 months prior to the cessation of your employment, or (ii) any prospective customer that you know to be a customer or an active prospective customer of the Company or any of its affiliates and with whom the Bank during the one-year period prior Company or any of its affiliates is in discussion with and reasonably expects to the Expiration Date or Termination Date of Executive’s employmentdo business; or (iib) request Solicit or advise otherwise induce any customer, supplier, vendor or others who were doing business with the Company or the Bank during the one-year period prior to the Expiration Date or Termination Date of Executive’s employment, or any other person, to terminate, reduce, limit or change their business or relationship with the Company or the Bank; or (iii) induce, request or attempt to influence any officer employee of the Company or any of its affiliates to leave the Bank to terminate his or her employment with the Company or the Bank; provided, however, that nothing in this Section or any other provision of this Agreement shall preclude or prohibit Executive, if Executive’s Term of employment with the Company and/or the Bank shall have expired or Executive’s employment shall have been early terminated, and within one year after the Expiration Date or Termination Date, Executive shall have accepted employment with a successor employer (“New Employer”), from (a) entering into discussions or negotiations with any customers or active prospective customers employ of the Company or any of its affiliates. To the Bank referred extent the terms of this Section 18 are less restrictive (from your perspective) than comparable non-solicitation restrictions agreed to in subparagraph by you pursuant to any Option agreement or Restricted Stock agreement dated prior to the date hereof (i) above regarding their entering into business or customer relationships or opening accounts with collectively, the New Employer“Prior Agreements”), or (b) engaging in discussions or negotiations with any officers the terms of this Section 18 shall supersede and replace the Company or the Bank referred to in subparagraph (iii) above regarding their accepting employment with the New Employer, if comparable non-solicitation provisions in each such case such discussions Prior Agreement. By accepting and negotiations are not agreeing to the resultterms of this Agreement, directly or indirectly, you acknowledge that your receipt of solicitations, inducements, approaches, overtures or other expressions the grant of interest initiated the Award evidenced by Executive with such customers or officers but rather are this Agreement represents adequate consideration for the result, directly or indirectly, of any one or more such actions taken by such customers or such officers with Executive undertaking set forth in his capacity as an employee of New Employerthis Section 18.

Non-Solicitation. Executive recognizes that During the business period commencing on the date hereof and ending on the later of (i) the first anniversary of the Company date on which such Management Holder ceases to be a Holder of Common Shares, (ii) the second anniversary of the Repurchase Event of such Management Holder and (iii) the Bank is highly competitivedate on which such Management Holder ceases to receive any payments related to salary, and therefore acknowledges and agrees that at all times while employed by bonus or severance from the Company and/or or any of its Subsidiaries (or, in the Bank and for case of any payment made in a lump sum, the expiration of the period of one year following the Expiration Date of Executive’s employment under this Agreement to which such payment relates), such Management Holder shall not directly, or earlier termination of such employmentindirectly through another Person, Executive shall not, directly (x) induce or indirectly, individually or together with attempt to induce any other person, as owner, shareholder, investor, member, partner, proprietor, principal, director, officer, executive, manager, agentemployee, representative, independent contractor, agent or consultant or otherwise: (i) solicit in any manner or seek to obtain the business of any person who is or was a customer or an active prospective customer of the Company or any of its Affiliates or Subsidiaries to leave the Bank employ or services of the Company or any of its Affiliates or Subsidiaries, or in any way interfere with the relationship between the Company or any of its Affiliates or Subsidiaries and any employee, representative, agent or consultant thereof, (y) hire any person who was an employee, representative, agent or consultant of the Company or any of its Affiliates or Subsidiaries at any time during the onetwelve-year month period immediately prior to the Expiration Date date on which such hiring would take place (it being conclusively presumed by the parties so as to avoid any disputes under this Section 9(d) that any such hiring within such twelve-month period is in violation of clause (x) above) or Termination Date of Executive’s employment; or (iiz) request directly or advise indirectly call on, solicit or service any customer, supplier, vendor licensee, licensor, representative, agent or others who were doing other business with the Company or the Bank during the one-year period prior to the Expiration Date or Termination Date of Executive’s employment, or any other person, to terminate, reduce, limit or change their business or relationship with the Company or the Bank; or (iii) induce, request or attempt to influence any officer relation of the Company or any of its Affiliates or Subsidiaries in order to induce or attempt to induce such Person to cease doing business with, or reduce the Bank to terminate his or her employment with amount of business conducted with, the Company or the Bank; providedany of its Affiliates or Subsidiaries, however, that nothing or in this Section or any other provision of this Agreement shall preclude or prohibit Executive, if Executive’s Term of employment way interfere with the Company and/or the Bank shall have expired relationship between any such customer, supplier, licensee, licensor, representative, agent or Executive’s employment shall have been early terminated, and within one year after the Expiration Date or Termination Date, Executive shall have accepted employment with a successor employer (“New Employer”), from (a) entering into discussions or negotiations with any customers or active prospective customers business relation of the Company or the Bank referred to in subparagraph (i) above regarding their entering into business any of its Affiliates or customer relationships or opening accounts with the New Employer, or (b) engaging in discussions or negotiations with any officers of the Company or the Bank referred to in subparagraph (iii) above regarding their accepting employment with the New Employer, if in each such case such discussions and negotiations are not the result, directly or indirectly, of solicitations, inducements, approaches, overtures or other expressions of interest initiated by Executive with such customers or officers but rather are the result, directly or indirectly, of any one or more such actions taken by such customers or such officers with Executive in his capacity as an employee of New EmployerSubsidiaries.

Non-Solicitation. Executive recognizes that Employee agrees to the business following prohibitions on solicitation of the Company and the Bank is highly competitiveCompany's employees, customers, and therefore acknowledges and agrees that at all times while employed by the Company and/or the Bank and for a period of one year following the Expiration Date of Executive’s employment under this Agreement or earlier termination of such employmentbusiness interests, Executive shall not, directly or indirectly, individually or together with any other person, as owner, shareholder, investor, member, partner, proprietor, principal, director, officer, executive, manager, agent, representative, independent contractor, consultant or otherwiseto wit: (ia) solicit in Employee shall not at any manner time during the period of his employment with the Company, or seek to obtain during the business two (2) year period immediately following the effective date of any person who is or was a customer or an active prospective customer his termination (the "Non-Solicitation Period"), without the prior written consent of the Company or the Bank during the one-year period prior to the Expiration Date or Termination Date Company, on behalf of Executive’s employment; or (ii) request or advise any customer, supplier, vendor or others who were doing business with the Company or the Bank during the one-year period prior to the Expiration Date or Termination Date of Executive’s employment, himself or any other personperson or entity, to terminate, reduce, limit solicit for employment or change their business or relationship with the Company or the Bank; or (iii) induce, request or attempt to influence employ any officer of the Company current officers or employees of the Bank to terminate his or her employment with the Company or the BankCompany; provided, however, that nothing in this Section or contained herein shall prohibit the Employee from hiring employees of the Company when such employment results from general solicitations for employment. (b) Employee shall not at any other provision time during the period of this Agreement shall preclude or prohibit Executive, if Executive’s Term of his employment with the Company and/or Company, or during the Bank Non-Solicitation Period, without the prior written consent of the Company, solicit for his own benefit, or for the benefit of any company or persons by whom he is employed, or for whom he may be acting, any of the current customers of the Company, nor shall have expired he divulge to any other person any information or Executive’s employment shall have been early terminatedfact relating to the management, and within one year after the Expiration Date or Termination Date, Executive shall have accepted employment with a successor employer business (“New Employer”including prospective business), from (a) entering into discussions finances, or negotiations with any customers or active prospective customers of the Company or the Bank referred to in subparagraph (i) above regarding their entering into business or customer relationships or opening accounts with the New Employer, or (b) engaging in discussions or negotiations with terms of any officers contracts of the Company which is not freely available to the public. (c) Employee covenants and agrees that a material breach of the foregoing subsections would immediately and irreparably harm the Company and that a remedy at law would be inadequate to compensate the Company for its losses by reason of such breach and therefore that the Company shall, in addition to any rights and remedies available under this Release, at law or otherwise, be entitled to an injunction to be issued by any court of competent jurisdiction enjoining and restraining the Bank referred to in subparagraph (iii) above regarding their accepting employment with Employee from committing any violation of the New Employer, if in each such case such discussions and negotiations are not the result, directly or indirectly, of solicitations, inducements, approaches, overtures or other expressions of interest initiated by Executive with such customers or officers but rather are the result, directly or indirectly, of any one or more such actions taken by such customers or such officers with Executive in his capacity as an employee of New Employerforegoing subsections.

Non-Solicitation. (a) For consideration provided under this Agreement, including, but not limited to the Company’s agreement to provide Executive recognizes that the business of with Confidential Information regarding the Company and the Bank is highly competitiveits respective businesses, and therefore acknowledges and Executive agrees that at all times while employed by the Company and/or the Bank or an Affiliate and for twelve (12) months following a period Separation from Service during the term of one year following the Expiration Date of Executive’s employment under this Agreement or earlier termination of such employment, Executive he shall not, without the prior written consent of the General Counsel of the Company, directly or indirectly, individually or together with any other person, as owner, shareholder, investor, member, partner, proprietor, principal, director, officer, executive, manager, agent, representative, independent contractor, consultant or otherwise: (i) hire or induce, entice or solicit in (or attempt to induce, entice or solicit) any manner employee of the Company or seek any of its Affiliates or ventures to obtain leave the employment of the Company or any of its Affiliates or ventures or (ii) solicit or attempt to solicit the business of any person who is or was a customer or an active prospective customer acquisition prospect of the Company or any of its Affiliates or ventures with whom Executive had any actual contact or Confidential Information about while employed by the Bank during Company or an Affiliate. (b) The restrictions contained in Section 8(a) are limited to areas or territories within the one-year period prior United States or in any foreign country where the Company or an Affiliate engages (or has definite plans to engage) in operations or the Expiration Date marketing of its products or Termination Date services at the time of Executive’s employment; orSeparation from Service. (iic) request or advise any customerExecutive acknowledges that these restrictive covenants under this Agreement, supplier, vendor or others who were doing business with for which Executive received valuable consideration from the Company or the Bank during the one-year period prior as provided in this Agreement, including, but not limited to the Expiration Date or Termination Date of ExecutiveCompany’s employment, or any other person, agreement to terminate, reduce, limit or change their business or relationship provide Executive with Confidential Information regarding the Company or and its respective businesses, are ancillary to otherwise enforceable provisions of this Agreement, that the Bank; or (iii) induce, request or attempt consideration provided by the Company gives rise to influence any officer the interest of each of the Company or in restraining Executive from competing and that the Bank restrictive covenants are designed to terminate his or her employment with the Company or the Bank; provided, however, that nothing in this Section or any other provision of this Agreement shall preclude or prohibit Executive, if enforce Executive’s Term of employment with the Company and/or the Bank shall have expired consideration or Executive’s employment shall have been early terminated, and within one year after the Expiration Date or Termination Datereturn promises under this Agreement. Additionally, Executive shall have accepted employment with acknowledges that these restrictive covenants contain limitations as to time, geographical area and scope of activity to be restrained that are reasonable and do not impose a successor employer (“New Employer”), from (a) entering into discussions greater restraint than is necessary to protect the goodwill or negotiations with any customers or active prospective customers other legitimate business interests of the Company or Company, including, but not limited to, the Bank referred Company’s need to in subparagraph (i) above regarding their entering into business or customer relationships or opening accounts with the New Employer, or (b) engaging in discussions or negotiations with any officers of the Company or the Bank referred to in subparagraph (iii) above regarding their accepting employment with the New Employer, if in each such case such discussions and negotiations are not the result, directly or indirectly, of solicitations, inducements, approaches, overtures or other expressions of interest initiated by Executive with such customers or officers but rather are the result, directly or indirectly, of any one or more such actions taken by such customers or such officers with Executive in his capacity as an employee of New Employerprotect its Confidential Information.

Non-Solicitation. Executive recognizes that In consideration for the business of Restricted Stock Award granted pursuant to this Agreement, the Company and the Bank is highly competitive, and therefore acknowledges and Grantee agrees that at all times while employed by the Company and/or the Bank and for a period of one year twelve (12) months following the Expiration Date Grantee’s date of Executive’s employment under this Agreement or earlier termination of such employmenttermination, Executive the Grantee shall not, without the prior written permission of the Company, directly or indirectlyindirectly (1) solicit, individually employ or together with retain, or encourage or cause any other personperson or entity to solicit, as owneremploy or retain, shareholder, investor, member, partner, proprietor, principal, director, officer, executive, manager, agent, representative, independent contractor, consultant or otherwise: any person who (i) solicit in is employed or is providing services to the Company or any manner of its Subsidiaries as of the date of termination or seek to obtain the business of any person who (ii) is or was a customer providing services to the Company or an active prospective customer any of its Subsidiaries within the twelve (12) month period prior to the Grantee’s date of termination, (2) encourage or cause any employee of the Company or any of its Subsidiaries to breach or threaten to breach any terms of such employee’s employment or other agreement with the Bank Company or any of its Subsidiaries or to terminate such employee’s employment with the Company or any of its Subsidiaries, (3) solicit business from any persons or entities whom the Grantee knows or should know (xx) are current clients or customers of the Company or any of its Subsidiaries, (yy) were customers or clients of the Company or any of its Subsidiaries during the one-year twelve (12) month period prior to the Expiration Date date of termination, or Termination Date (4) encourage or cause any clients or customers of Executive’s employment; or (ii) request or advise any customer, supplier, vendor or others who were doing business with the Company or the Bank during the one-year period prior any of its Subsidiaries to the Expiration Date cancel or Termination Date of Executive’s employment, or terminate any other person, to terminate, reduce, limit or change their business or relationship with the Company or any of its Subsidiaries. If Grantee breaches the Bank; or (iii) induceprovisions of this Section 5, request or attempt the Company shall be entitled to influence any officer recover from Grantee all of the Company Vested Shares granted pursuant to this Agreement or the Bank to terminate his or her employment with the Company or the Bank; provided, however, that nothing in this Section or any other provision of this Agreement shall preclude or prohibit Executive, if Executive’s Term of employment with the Company and/or the Bank shall have expired or Executive’s employment shall have been early terminated, and within one year after the Expiration Date or Termination Date, Executive shall have accepted employment with a successor employer (“New Employer”), from (a) entering into discussions or negotiations with any customers or active prospective customers of the Company or the Bank referred to in subparagraph (i) above regarding their entering into business or customer relationships or opening accounts with the New Employer, or (b) engaging in discussions or negotiations with any officers of the Company or the Bank referred to in subparagraph (iii) above regarding their accepting employment with the New Employer, if in each such case such discussions and negotiations are not the result, directly or indirectly, of solicitations, inducements, approaches, overtures or other expressions of interest initiated by Executive with such customers or officers but rather are the result, directly or indirectly, of any one or more such actions taken by such customers or such officers with Executive in his capacity as an employee of New Employervalue thereof.

Non-Solicitation. (i) The Executive recognizes specifically acknowledges that the business Confidential Information described in this Section 12 includes confidential data pertaining to current and prospective customers of the Company Company, that such data is a valuable and unique asset of the Bank Company’s business and that the success or failure of the Company’s specialized business is highly competitivedependent in large part upon the Company’s ability to establish and maintain close and continuing personal contacts and working relationships with such customers, and therefore acknowledges and to develop proposals which are specifically designed to meet the requirements of such customers. Therefore, the Executive agrees that at all times while employed by during the Company and/or the Bank Term, and for a period of one (1) year following after the Expiration Date of Executive’s employment under this Agreement or earlier termination of such employmentTermination, Executive shall he will not, except on behalf of the Company or with the Company’s express written consent, solicit, either directly or indirectly, individually on his own behalf or together with on behalf of any other personperson or entity, as owner, shareholder, investor, member, partner, proprietor, principal, director, officer, executive, manager, agent, representative, independent contractor, consultant any customers or otherwise:targeted potential customers with whom he had contact before the Date of Termination to take any action which could reasonably be expected to adversely affect the Company. (iii) solicit The Executive specifically acknowledges that the Confidential Information described in this Section 12 also includes confidential data pertaining to current and prospective employees and agents of the Company, and the Executive further agrees that during the Term, and for a period of one (1) year after the Date of Termination, the Executive will not directly or indirectly solicit, induce or attempt to induce, on his own behalf or on behalf of any manner other person or seek to obtain entity, the business services of any person who is or was a customer or an active prospective customer employee of the Company or solicit any of the Bank during the one-year period prior Company’s employees, consultants or agents to the Expiration Date terminate their employment or Termination Date of Executive’s employment; or (ii) request or advise any customer, supplier, vendor or others who were doing business agency with the Company or the Bank during the one-year period prior to the Expiration Date or Termination Date of Executive’s employment, or take any other personactions which would otherwise cause the Company’s employees, consultants or agents to terminateviolate any Company policy, reduce, limit program or change their business or relationship with the Company or the Bank; orplan. (iii) induceThe Executive specifically acknowledges that the Confidential Information described in this Section 12 also includes confidential data pertaining to current and prospective vendors and suppliers of the Company, request and the Executive agrees that during the Term, and for a period of one (1) year after the Date of Termination, the Executive will not directly or attempt to influence indirectly solicit, on his own behalf or on behalf of any officer other person or entity, any vendor or supplier of the Company for the purpose of terminating or changing (in an adverse manner) such vendor’s or supplier’s relationship or agency with the Bank Company. (iv) For purposes of this Section 12(a), references to terminate his or her employment with the Company mean the Company or the Bank; provided, however, that nothing in this Section any existing or any other provision of this Agreement shall preclude or prohibit Executive, if Executive’s Term of employment with the Company and/or the Bank shall have expired or Executive’s employment shall have been early terminated, and within one year after the Expiration Date or Termination Date, Executive shall have accepted employment with a successor employer (“New Employer”), from (a) entering into discussions or negotiations with any customers or active prospective customers future subsidiary of the Company or the Bank referred to in subparagraph (i) above regarding their entering into business or customer relationships or opening accounts with the New Employer, or (b) engaging in discussions or negotiations with and any officers of the Company or the Bank referred to in subparagraph (iii) above regarding their accepting employment with the New Employer, if in each such case such discussions and negotiations are not the result, other entities that directly or indirectly, of solicitations, inducements, approaches, overtures or other expressions of interest initiated by Executive with such customers or officers but rather are the result, directly or indirectly, of any through one or more such actions taken intermediaries, control, are controlled by such customers or such officers are under common control with Executive in his capacity as an employee of New Employerthe Company.

Non-Solicitation. (1) The Executive recognizes undertakes that during the Appointment and (subject to clause 8(2)) for a period of 12 months following the termination of the Appointment (the “Exclusion Period”) he shall not whether on his own account or otherwise and whether directly or indirectly: (a) solicit, interfere with, endeavour to entice away or induce to leave their employment any director or senior manager who is then or was at the date of termination of the Appointment an employee of or engaged by the Company or any other company within the Prudential Group and with whom the Executive had business dealings during the course of his employment in the 12 month period immediately prior to the termination of the Appointment. Nothing in this clause shall prohibit the seeking or doing of business not in direct or indirect competition with the business of the Company and or any company within the Bank is highly competitive, and therefore acknowledges and agrees that at all times while employed by the Company and/or the Bank and for a period of one year following the Expiration Date of Executive’s employment under this Agreement or earlier termination of such employment, Executive shall not, directly or indirectly, individually or together with any other person, as owner, shareholder, investor, member, partner, proprietor, principal, director, officer, executive, manager, agent, representative, independent contractor, consultant or otherwise: (i) solicit in any manner or seek to obtain the business of any person who is or was a customer or an active prospective customer of the Company or the Bank during the one-year period prior to the Expiration Date or Termination Date of Executive’s employmentPrudential Group; or (iib) request solicit, interfere with or advise endeavour to or actually entice away from the Company or any customercompany within the Prudential Group business orders, supplieror custom for products or services similar to those being provided by the Company or any company within the Prudential Group from any person, vendor firm or others corporation who were was at the date of termination of the Appointment, or had been at any time within the year ending on that date, a customer or in the habit of doing business with the Company or any company in the Bank during Prudential Group and with whom the one-year period prior to Executive was directly concerned in the Expiration Date twelve months before the termination of the Appointment. Nothing in this clause shall prohibit the seeking or Termination Date doing of Executive’s employment, business not in direct or any other person, to terminate, reduce, limit or change their indirect competition with the business or relationship with of the Company or any company within the BankPrudential Group; or (iiic) inducecarry on, request set up, be employed, engaged or attempt interested in a business anywhere in the UK, Europe, US or Asia which is or is about to influence any officer be in competition with the business of the Company or any company within the Bank Prudential Group as at the date of termination with which the Executive was actively involved during the 12 month period immediately prior to terminate his termination of the Appointment, including (but not limited to) the businesses of the companies listed in Schedule 1 (or her employment with such other companies as may, from time to time, carry on such businesses). It is agreed that in the Company or the Bank; provided, however, event that nothing any such company ceases to be in this Section or any other provision of this Agreement shall preclude or prohibit Executive, if Executive’s Term of employment competition with the Company and/or any company within the Bank Prudential Group, this clause 8(1)(c) shall, with effect from that date, cease to apply in respect of such company. The provisions of this clause 8(1)(c) shall have expired not, at any time following the termination of the Appointment, prevent the Executive from holding shares or Executive’s employment other capital not amounting to more than 3% of the total issued share capital of any company whether listed on a recognised stock exchange or not and, in addition, shall have been early terminated, and within one year after not prohibit the Expiration Date seeking or Termination Date, Executive shall have accepted employment doing of business not in direct or indirect competition with a successor employer (“New Employer”), from (a) entering into discussions or negotiations with any customers or active prospective customers the business of the Company or any company within the Bank Prudential Group. (2) The period during which the restrictions referred to in subparagraph clause 8 shall apply following the termination of the Appointment shall be reduced by the period of notice actually served. The amount of time during which, if at all, the Company suspends the Employee under the provision of clause 3(3), shall also reduce the period during which the restrictions referred to in clause 8 shall apply. (i3) above regarding their entering into business or customer relationships or opening accounts with the New Employer, or The Executive acknowledges and agrees that: (a) each of sub-clauses 8(1)(a) (b) engaging in discussions or negotiations with any officers and (c) hereof constitute an entirely separate and independent restriction on him; (b) the duration extent and application of each of the Company restrictions are no greater than is necessary for the reasonable protection of the proper interests of the Prudential Group; and (c) if any such restriction is found by any court of competent jurisdiction to be void or unenforceable as going beyond what is reasonable in the Bank referred to in subparagraph (iii) above regarding their accepting employment with circumstances for the New Employer, protection of the interests of the Prudential Group but would be valid if in each such case such discussions and negotiations are not part of the result, directly or indirectly, wording was deleted and/or the period thereof was reduced and/or the territory concerned was reduced the restriction shall apply within the jurisdiction of solicitations, inducements, approaches, overtures or other expressions of interest initiated by Executive that court with such customers or officers but rather are the result, directly or indirectly, of any one or more such actions taken by such customers or such officers with Executive in his capacity modifications as an employee of New Employermay be necessary to make it valid and effective.

Non-Solicitation. Executive recognizes (a) Seller agrees that during a period of two (2) years from and after the business Closing Date, it will not, in any manner (whether on its own account, as an owner, operator, manager, consultant, officer, director, employee, investor, agent or otherwise), or permit its Affiliates in any manner, (i) recruit, solicit or otherwise attempt to employ any of the Business Employees, or induce or attempt to induce any Business Employee to leave employment with the Buyer or the Company; provided, that, this Section 7.6 shall not prohibit Seller or any of its Affiliates from soliciting or hiring any person who responds to a general advertisement or solicitation, including but not limited to advertisements or solicitations through newspapers, trade publications, periodicals, radio or internet database, or efforts by any recruiting or employment agencies, not specifically directed at Business Employees or (ii) intentionally interfere with the relationship between the Company and the Bank is highly competitiveany employee, and therefore acknowledges and agrees that at all times while employed by the Company and/or the Bank and for a period of one year following the Expiration Date of Executive’s employment under this Agreement or earlier termination of such employmentcustomer, Executive shall not, directly or indirectly, individually or together with any other person, as owner, shareholder, investor, member, partner, proprietor, principal, director, officer, executive, manager, agent, sales representative, independent contractorbroker, consultant supplier, licensee or otherwise: other business relation (i) solicit in or any manner or seek to obtain the business of any person who is or was a customer or an active prospective customer of the Company or the Bank during the one-year period prior to the Expiration Date or Termination Date of Executive’s employment; or (ii) request or advise any customer, supplier, vendor licensee or others who were doing other business with relationship) of the Company (including by making any negative or disparaging statements or communications regarding Buyer or the Company or any of their respective operations, officers, directors or investors). (b) Seller agrees that its obligations under this Section 7.6 are special and unique and that any violation thereof would not be adequately compensated by money damages, and grants the Bank during Buyer the one-year period prior right to specifically enforce (including injunctive relief where appropriate) the Expiration Date terms of this Section 7.6. (c) Seller agrees that the covenants against competition contained in this Section are reasonable and fair in all respects, and are necessary to protect the interests of Buyer. However, in case any one or Termination Date more of Executive’s employmentthe provisions or parts of a provision contained in this Section shall, for any reason, be held to be invalid, illegal or unenforceable in any respect in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other person, to terminate, reduce, limit provision or change their business or relationship with the Company or the Bank; or (iii) induce, request or attempt to influence any officer part of the Company or the Bank to terminate his or her employment with the Company or the Bank; provided, however, that nothing in a provision of this Section or any other jurisdiction, but this Section shall be reformed and construed in any such jurisdiction as if such invalid or illegal or unenforceable provision or part of a provision had never been contained herein and such provision or part shall be reformed so that it would be valid, legal and enforceable to the maximum extent permitted in such jurisdiction. Without limiting the foregoing, the Parties intend that the covenants and agreements contained in this Section shall be deemed to be a series of separate covenants and agreements. If, in any legal proceeding, a court or arbitrator shall refuse to enforce all the separate covenants and agreements deemed to be included in this Section, it is the intention of the Parties that the covenants and agreements which, if eliminated, would permit the remaining separate covenants and agreements to be enforced in such proceeding shall, for the purpose of such proceeding, be deemed eliminated from the provisions of this Agreement shall preclude or prohibit Executive, if Executive’s Term of employment with the Company and/or the Bank shall have expired or Executive’s employment shall have been early terminated, and within one year after the Expiration Date or Termination Date, Executive shall have accepted employment with a successor employer (“New Employer”), from (a) entering into discussions or negotiations with any customers or active prospective customers of the Company or the Bank referred to in subparagraph (i) above regarding their entering into business or customer relationships or opening accounts with the New Employer, or (b) engaging in discussions or negotiations with any officers of the Company or the Bank referred to in subparagraph (iii) above regarding their accepting employment with the New Employer, if in each such case such discussions and negotiations are not the result, directly or indirectly, of solicitations, inducements, approaches, overtures or other expressions of interest initiated by Executive with such customers or officers but rather are the result, directly or indirectly, of any one or more such actions taken by such customers or such officers with Executive in his capacity as an employee of New EmployerSection.

Non-Solicitation. Executive recognizes that (a) For a period commencing on the business date of this Agreement and ending on the second anniversary of the Closing Date (the “Nonsolicitation Period”), neither Buyers nor the Company and shall, directly or indirectly, for itself or on behalf of or in conjunction with any other person (other than as a holder of not more than one percent (1%) of the Bank outstanding stock of a corporation), nor shall it permit any of its subsidiaries, directors, officers, employees, agents, advisors or representatives to, directly or indirectly, call upon any person who is, at the time the person is highly competitivecalled upon, and therefore acknowledges and agrees that at all times while an employee of Parent, for the purpose or with the intent of soliciting such employee away from or out of the employ of Parent, or employ or offer employment to any person who was or is employed by the Company and/or the Bank and Parent unless such person shall have ceased to be employed by Parent for a period of at least six months; provided, that, at the request of any Buyer or any Affiliate thereof, Parent may, in its sole discretion, determine to waive this provision with respect to one year following or more such employees of Parent, such waiver to be evidenced in a writing delivered by Parent to such Buyer; provided, further, that notwithstanding anything to the Expiration Date contrary in this Agreement, for a period of Executive’s six (6) months after the Closing the Company may solicit up to an aggregate of ten (10) employees of Parent (excluding employees of Parent employed by Force or any of its subsidiaries) for purposes of post-Closing employment under this Agreement with the Company and; provided, further, that in the event Buyers or earlier termination the Company hire any such employee at any time during the Continuation Period, such employee shall be deemed to be a “Transferred Employee” for all purposes hereunder as of such employmentthe respective date of hire. (b) During the Nonsolicitation Period, Executive Parent shall not, directly or indirectly, individually for itself or together on behalf of or in conjunction with any other person, person (other than as owner, shareholder, investor, member, partner, proprietor, principal, director, officer, executive, manager, agent, representative, independent contractor, consultant or otherwise: a holder of not more than one percent (i1%) solicit in any manner or seek to obtain the business of any person who is or was a customer or an active prospective customer of the Company or the Bank during the one-year period prior to the Expiration Date or Termination Date outstanding stock of Executive’s employment; or (ii) request or advise any customer, supplier, vendor or others who were doing business with the Company or the Bank during the one-year period prior to the Expiration Date or Termination Date of Executive’s employment, or any other person, to terminate, reduce, limit or change their business or relationship with the Company or the Bank; or (iii) induce, request or attempt to influence any officer of the Company or the Bank to terminate his or her employment with the Company or the Bank; provided, however, that nothing in this Section or any other provision of this Agreement shall preclude or prohibit Executive, if Executive’s Term of employment with the Company and/or the Bank shall have expired or Executive’s employment shall have been early terminated, and within one year after the Expiration Date or Termination Date, Executive shall have accepted employment with a successor employer (“New Employer”corporation), from (a) entering into discussions nor shall it permit any of its subsidiaries, directors, officers, employees, agents, advisors or negotiations with any customers or active prospective customers of the Company or the Bank referred to in subparagraph (i) above regarding their entering into business or customer relationships or opening accounts with the New Employer, or (b) engaging in discussions or negotiations with any officers of the Company or the Bank referred to in subparagraph (iii) above regarding their accepting employment with the New Employer, if in each such case such discussions and negotiations are not the resultrepresentatives to, directly or indirectly, call upon any person who is, at the time the person is called upon, an employee of solicitationsthe Company, inducementsfor the purpose or with the intent of soliciting such employee away from or out of the employ of the Company, approachesor employ or offer employment to any person who was or is employed by the Company unless such person shall have ceased to be employed by the Company, overtures or other expressions as applicable, for a period of interest initiated by Executive at least six (6) months; provided, that, at the request of Parent, any Buyer may, in its sole discretion, determine to waive this provision with such customers or officers but rather are the result, directly or indirectly, of any respect to one or more such actions taken employees of the Company, such waiver to be evidenced in a writing delivered by such customers Buyer to Parent. (c) The foregoing Sections 5.11(a) and (b) shall not be deemed to prohibit any person from engaging in general media advertising or such officers solicitation that may be targeted to a particular geographic or technical area but that is not targeted towards employees of Parent (in the case of Section 5.11(a)) or the Company (in the case of Section 5.11(b)). (d) For purposes of this Section 5.11, references to “Parent” shall mean Parent, together with Executive in his capacity its Affiliates (excluding the Company Entities and Parent Brazil with respect to the Brazilian Operations) and references to the Company shall mean each of the Company Entities, Parent Brazil with respect to the Brazilian Operations and Brazil NewCo, as an employee of New Employerand after the BRT Date.

Non-Solicitation. Executive recognizes that the business of the Company and the Bank is highly competitive, and therefore acknowledges and Employee agrees that at all times while employed for purposes hereof, if this Agreement is terminated pursuant to Section 4(a)(ii) (by the Company and/or for Cause), pursuant to Section 4(a)(v) (by Employee without Good Reason), or due to Employee providing notice to the Bank and for a period of one year following the Expiration Date of Executive’s employment under Company that Employee is not renewing this Agreement pursuant to the provisions of Section 2(c), then during the Term of this Agreement and in the event of any termination or earlier termination expiration of such employmentthis Agreement, Executive until the expiration of the Restricted Period, Employee shall not, anywhere within the Territory, without the prior written consent of the Company, either directly or indirectly, individually on his own behalf or together with any other personin the service of or on behalf of others, as owner, shareholder, investor, member, partner, proprietor, principal, director, officer, executive, manager, agent, representative, independent contractor, consultant or otherwise: (i) solicit in solicit, contact, call upon, communicate with or attempt to communicate with any manner supplier of goods or seek services to obtain the business Company, any customer of the Company or prospective customer of the Company, or any representative of any person who is or was a customer or an active prospective customer of the Company with a view to selling or providing any product, deliverable or service competitive or potentially competitive with any product, deliverable or service sold or provided or under development by the Bank Company during the one-year period prior to of two (2) years immediately preceding the Expiration Date or Termination Date (provided that the foregoing restrictions shall apply only to customers or prospective customers of Executive’s employment; or (ii) request or advise any customer, supplier, vendor or others who were doing business with the Company or the Bank during the one-year period prior to the Expiration Date or Termination Date of Executive’s employmentCompany, or any other person, to terminate, reduce, limit or change their business or relationship with the Company or the Bank; or (iii) induce, request or attempt to influence any officer representatives of the Company or the Bank to terminate his or her employment with the Company or the Bank; provided, however, that nothing in this Section or any other provision of this Agreement shall preclude or prohibit Executive, if Executive’s Term of employment with the Company and/or the Bank shall have expired or Executive’s employment shall have been early terminated, and within one year after the Expiration Date or Termination Date, Executive shall have accepted employment with a successor employer (“New Employer”), from (a) entering into discussions or negotiations with any customers or active prospective customers of the Company with which Employee had material contact during the two (2) year period immediately preceding the Termination Date); (ii) solicit, induce or the Bank referred to in subparagraph (i) above regarding their entering into business or customer relationships or opening accounts with the New Employer, or (b) engaging in discussions or negotiations with encourage any officers supplier of the Company to terminate or modify any business relationship with the Bank referred to in subparagraph Company; or (iii) above regarding their accepting employment otherwise take any action which may reasonably be anticipated to interfere with or disrupt any past, present or prospective business relationship, contractual or otherwise, between the New EmployerCompany and any customer, if supplier or agent of the Company. The actions prohibited by this Section 6(b) shall not be engaged in each such case such discussions and negotiations are not the result, by Employee directly or indirectly, of solicitationswhether as employee, inducementsindependent contractor, approachesmanager, overtures salesperson, agent, technical support technician, sales or other expressions of interest initiated by Executive with such customers service representative, or officers but rather are the result, directly or indirectly, of any one or more such actions taken by such customers or such officers with Executive in his capacity as an employee of New Employerotherwise.

Non-Solicitation. A. The Executive recognizes that the business of the Company and the Bank is highly competitive, and therefore acknowledges hereby covenants and agrees that at all times while employed by the Company and/or the Bank and for a period of one (1) year following from the Expiration Date of Executive’s employment under this Agreement or earlier termination of such employmentTermination, Executive shall not, will not directly or indirectly, individually or together in any individual or representative capacity, request or solicit any of the Company’s Clients to withdraw, curtail, cancel, or decrease the level of their business with the Company or request that they do business with any other person, as owner, shareholder, investor, member, partner, proprietor, principal, director, officer, executive, manager, agent, representative, independent contractor, consultant Competing Business. The Company’s Clients are any person or otherwise: entity: (i) solicit in for whom Executive, at any manner or seek to obtain the business of any person who is or was a customer or an active prospective customer of the Company or the Bank time during the one12-year month period prior to the Expiration Date or Termination Date of time the Executive’s employmentemployment with the Company terminates, provided Company’s Services and with whom Employee had material contact; or (ii) about whom Executive had Confidential Information; and/or (iii) with respect to whom Executive, at any time during the 12-month period prior to the time the Executive’s employment with the Company terminates, held supervisory, managerial, and/or oversight responsibilities for the provision of Company’s services. B. The Executive hereby covenants and agrees that for a period of one (1) year from the Date of Termination, Executive will not directly or indirectly, or in any individual or representative capacity, request or advise solicit any customerof the Company’s Prospective Clients (defined as any person or entity who both (i) has been directly solicited to become a customer of the Company, supplierand (ii) with whom Executive had material contact or about whom Executive has knowledge of such solicitation, vendor or others who were within the 12-month period prior to the time Executive’s employment with the Company terminates) to forgo doing business with the Company or request that such prospective customer or client do business with any Competing Business. C. The Executive hereby covenants and agrees that for a period of one (1) year from the Bank during the one-year period prior to the Expiration Date or Termination Date of Executive’s employmentTermination, Executive will not directly or indirectly hire or solicit for employment for any other business entity other than the Company (whether as an employee, consultant, independent contractor, or otherwise) any other personperson who is, to terminateor within the six (6)-month period preceding the date of such activity was, reducean employee, limit or change their business or relationship with the Company independent contractor or the Bank; or (iii) induce, request or attempt to influence any officer like of the Company or any of its subsidiaries, unless Company gives its written consent to such offer of employment. Nothing herein shall prevent Executive, directly, or indirectly through the Bank use of agents, employees or other representatives, from placing general advertisements in any widely-distributed media (such as newspapers, Internet postings, etc.) directed at the public at large (as opposed to directed specifically at the Company’s employees, contractors or the like that have the effect of inducing or influencing any of the Company’s employees, contractors, or the like to terminate his their employment or her employment business relationship with the Company or the Bank; provided, however, that nothing Company. D. The covenants set forth in this Section or any other provision of this Agreement shall preclude or prohibit Executive, if 9 will survive the Executive’s Term termination of employment with the Company and/or the Bank shall have expired or Executive’s employment shall have been early terminated, and within one year after the Expiration Date or Termination Date, Executive shall have accepted employment with a successor employer (“New Employer”), from (a) entering into discussions or negotiations with any customers or active prospective customers of the Company or the Bank referred to in subparagraph (i) above regarding their entering into business or customer relationships or opening accounts with the New Employer, or (b) engaging in discussions or negotiations with any officers of the Company or the Bank referred to in subparagraph (iii) above regarding their accepting employment with the New Employer, if in each such case such discussions and negotiations are not the result, directly or indirectly, of solicitations, inducements, approaches, overtures or other expressions of interest initiated by Executive with such customers or officers but rather are the result, directly or indirectly, of any one or more such actions taken by such customers or such officers with Executive in his capacity as an employee of New Employerunder Section 7.

Non-Solicitation. Executive recognizes that Service Provider agrees and undertakes to Client, for the business term of the Company this agreement and the Bank is highly competitiveany renewal thereof, and therefore acknowledges and agrees that at all times while employed by the Company and/or the Bank and for a period of one (1) year following its termination, not to solicit, do business with or attempt to do business with, at any location whatsoever, directly or indirectly and in any manner whatsoever, with Client’s client during the Expiration Date of Executive’s employment under this Agreement project being conducted. Also, Service Provider shall not solicit or earlier termination of such employment, Executive shall nothire in any way, directly or indirectly, individually or together with any other person, as owner, shareholder, investor, member, partner, proprietor, principal, director, officer, executive, manager, agent, representative, independent contractoran employee, consultant or otherwise: (i) solicit in any manner or seek to obtain the business of other title whatsoever, any person who is or was a customer or an active prospective customer of the Company employees, directors, executives or other people (hereafter collectively the Bank during “Employees” for the one-year period prior to the Expiration Date or Termination Date of Executive’s employment; or (ii) request or advise any customer, supplier, vendor or others who were doing business with the Company or the Bank during the one-year period prior to the Expiration Date or Termination Date of Executive’s employment, or any other person, to terminate, reduce, limit or change their business or relationship with the Company or the Bank; or (iii) induce, request or attempt to influence any officer of the Company or the Bank to terminate his or her employment with the Company or the Bank; provided, however, that nothing in this Section or any other provision purposes of this Agreement shall preclude article) working full or prohibit Executive, if Executivepart time for Client (or Client’s Term client) at the time when the period of employment with one (1) year begins or having thus worked in the Company and/or the Bank shall have expired or Executive’s employment shall have been early terminatedtwelve (12) months preceding that time, and within one year after the Expiration Date or Termination Date, Executive shall have accepted employment with a successor employer (“New Employer”), from (a) entering into discussions or negotiations with any customers or active prospective customers of the Company or the Bank referred to in subparagraph (i) above regarding their entering into business or customer relationships or opening accounts with the New Employer, or (b) engaging in discussions or negotiations with any officers of the Company or the Bank referred to in subparagraph (iii) above regarding their accepting employment with the New Employer, if in each such case such discussions and negotiations are not the resultno way will attempt to, directly or indirectly, of solicitations, inducements, approaches, overtures encourage one or other expressions of interest initiated by Executive with such customers said Employees to leave their job. For the purposes of the preceding provisions: Any member of Client’s (of Client’s client’s) personnel who agrees, during the above-mentioned period of prohibition, to work or officers provide any service whatsoever for monetary or other compensation to any person but rather are Client (or Client’s client), in which the resultdefaulting Service Provider might have, directly or indirectly, of any one or more such actions taken by such customers or such officers with Executive in his capacity interest, whether as an owner, investor, shareholder, director, employee or in another manner, will be construed to have been solicited; Any person having retained the Client’s services in the two (2) years preceding the start of New Employerthe abovementioned period of prohibition will be construed to be a client of Client; Service Provider acknowledges that any contravention on its part of this non solicitation agreement will result for it, without prejudice to any other rights and remedies available to the intermediary, in the imposition of a penalty of one thousand dollars ($1,000.00) per day of violation of the performance of the obligations set forth in the provisions of articles 8.1 and 8.2 herein. Consequently, in the event of such failure confirmed by a court or by an arbitration board, Service Provider shall give Client the amount of one thousand dollars ($1,000.00) per day of violation of the performance of the obligations, without prejudice to the rights and remedies, Service Provider’s fees, injunction proceedings, damages or any other remedy related to such a violation or threat of violation. The non-solicitation clause is not mandatory but strongly recommended. It is only given here as an example. It is one of the key aspects of the agreement that should be considered to demonstrate the service provider’s integrity to the client.

Non-Solicitation. Executive recognizes that (a) During the business period of the Company and the Bank is highly competitive, and therefore acknowledges and agrees that at all times while employed by the Company and/or the Bank and for a period of one year following the Expiration Date of Executive’s employment under by the Company, whether pursuant to this Agreement or earlier otherwise, and for the twelve (12) -month period following the termination of such employmentthe Executive’s employment with the Company for any reason, the Executive shall will not, without the written consent of the Company, directly or indirectly, individually or together with any other person, as owner, shareholder, investor, member, partner, proprietor, principal, director, officer, executive, manager, agent, representative, independent contractor, consultant or otherwise: (i) solicit in influence or attempt to influence any manner or seek to obtain the business of any person who is or was a customer or an active prospective customer of the Company or any of its affiliates to discontinue its use of the Bank during Company’s (or such affiliate’s) services or to divert such business to any other person, firm or corporation; provided; however, that a broad and general advertisement or solicitation not specifically targeting or intending to target customers of the one-year period prior to the Expiration Date Company or Termination Date any of Executive’s employmentits affiliates shall not be deemed a violation of this Section 8; or (ii) request interfere with, disrupt or advise any customerattempt to disrupt the relationship, suppliercontractual or otherwise, vendor or others who were doing business with between the Company or any of its affiliates and any of its respective employees, customers, suppliers, principals, distributors, lessors or licensors. Efforts by the Bank during the one-year period prior Executive, whether direct or indirect, (A) to the Expiration Date solicit or Termination Date of Executive’s employment, or assist any other person, to terminate, reduce, limit person or change their business or relationship with the Company or the Bank; or (iii) induce, request or attempt to influence entity in soliciting any officer employee of the Company or any of its affiliates to perform services for any entity (other than the Bank Company or any of its affiliates) or (B) to terminate his encourage any employee of the Company, or her any of its affiliates to leave their employment with the Company or the Bank; provided, however, that nothing any of its affiliates shall be in violation of this Section 8. A person’s response to a broad and general advertisement or any other provision of this Agreement shall preclude solicitation not specifically targeting or prohibit Executive, if Executive’s Term of employment with the Company and/or the Bank shall have expired or Executive’s employment shall have been early terminated, and within one year after the Expiration Date or Termination Date, Executive shall have accepted employment with a successor employer (“New Employer”), from (a) entering into discussions or negotiations with any customers or active prospective customers intending to target employees of the Company or the Bank referred to in subparagraph (i) above regarding their entering into business or customer relationships or opening accounts with the New Employer, or any of its affiliates shall not be deemed a violation of this Section 8. (b) engaging in discussions or negotiations with In the event the Executive materially breaches any officers of the provisions contained in Section 8(a) hereof and the Company or seeks compliance with such provisions by judicial proceedings, the Bank referred time period during which the Executive is restricted by such provisions shall be extended by the time during which the Executive has been in violation of any such provision and any period of litigation required to in subparagraph enforce the Executive’s obligations under this Agreement. (iiic) above regarding their accepting employment with The Executive and the New EmployerCompany intend that Section 8 of this Agreement be enforced as written. However, if in each such case such discussions and negotiations are not the result, directly or indirectly, of solicitations, inducements, approaches, overtures or other expressions of interest initiated by Executive with such customers or officers but rather are the result, directly or indirectly, of any one or more of the provisions contained in Section 8 shall for any reason be held to be unenforceable because of the duration or scope of such actions taken provision or the area covered thereby, the Executive and the Company agree that the court making such determination shall have the full power to reform, by “blue penciling” or any other means, the duration, scope and/or area of such customers or provision and in its reformed form such officers with Executive in his capacity as an employee of New Employerprovision shall then be enforceable and shall be binding on the parties.

Non-Solicitation. Executive recognizes that (a) During the business period commencing on the date hereof and ending on the last day of the Company and the Bank is highly competitive, and therefore acknowledges and agrees that at all times while employed by the Company and/or the Bank and for a period of one year twelfth (12th) full calendar month following the Expiration Date of Executive’s employment under this Agreement Employee's termination for any reason whatsoever including but not limited to involuntary termination (with or earlier termination of such employmentwithout Cause) and/or voluntary termination, Executive shall Employee hereby covenants that he will not, directly or indirectly, individually solicit, entice or together with induce any other person, Customer or Supplier (as owner, shareholder, investor, member, partner, proprietor, principal, director, officer, executive, manager, agent, representative, independent contractor, consultant or otherwise: defined below) of the Company to (i) solicit become a Customer or Supplier of any other person or entity engaged in any manner or seek to obtain the business of activity that competes with any person who is or was a customer or an active prospective customer of business conducted by the Company or the Bank at any time during the one-year period prior to the Expiration Date or Termination Date of Executive’s employment; or (ii) request or advise any customer, supplier, vendor or others who were doing business Employee's employment with the Company or the Bank during the one-year period prior to the Expiration Date or Termination Date of Executive’s employmentCompany, or any other person, to terminate, reduce, limit or change their business or relationship with planned by the Company or at any time during the Bank; or (iii) induce, request or attempt to influence any officer period of the Company or the Bank to terminate his or her Employee's employment with the Company or (ii) cease doing business with the Bank; providedCompany, however, and Employee agrees that nothing he will not assist any person or entity in taking any action described in the foregoing clauses (i) and (ii). For purposes of this Section or any other provision 6, (A) a “Customer” of this Agreement shall preclude or prohibit Executive, if Executive’s Term of employment with the Company and/or means any person, corporation, partnership, trust, division, business unit, department or agency which, at the Bank time of termination or within one year prior thereto, shall have expired be or Executive’s employment shall have been early terminateda customer, and within one year after the Expiration Date distributor or Termination Date, Executive shall have accepted employment with a successor employer (“New Employer”), from (a) entering into discussions or negotiations with any customers or active prospective customers agent of the Company or shall be or shall have been contacted by the Bank referred Company for the purpose of soliciting it to become a customer, distributor or agent of the Company; and (B) a “Supplier” of the Company means any person, corporation, partnership, trust, division, business unit, department or agency which, at the time of termination or within one year prior thereto, shall be or shall have been a supplier, vendor, manufacturer or developer for any product or service or significant component used in subparagraph (i) above regarding their entering into business any product or customer relationships or opening accounts with service of the New Employer, or Company. (b) engaging in discussions or negotiations with any officers During the period commencing on the date hereof and ending on the last day of the Company twenty-fourth (24th) full calendar month following the Employee's termination for any reason whatsoever, including but not limited to involuntary termination (with or without Cause) and/or voluntary termination, the Bank referred to in subparagraph (iii) above regarding their accepting employment with the New Employer, if in each such case such discussions and negotiations are not the resultEmployee will not, directly or indirectly, induce other employees of solicitations, inducements, approaches, overtures the Company to terminate their employment with the Company or other expressions of interest initiated by Executive with such customers or officers but rather are the result, directly or indirectly, of engage in any one or more such actions taken by such customers or such officers with Executive in his capacity as an employee of New EmployerCompeting Business.

Non-Solicitation. Executive recognizes that (a) From the business date of this Agreement to the earlier of the Company termination of this Agreement and the Bank is highly competitiveClosing, Company, and therefore acknowledges each of the Selling Parties will not (and agrees will ensure that at all times while employed by the Company and/or the Bank their representatives and for a period of one year following the Expiration Date of Executive’s employment under this Agreement or earlier termination of such employment, Executive shall Associated Persons do not, ) directly or indirectly, individually or together with any other person, as owner, shareholder, investor, member, partner, proprietor, principal, director, officer, executive, manager, agent, representative, independent contractor, consultant or otherwise: (i) solicit solicit, encourage, entertain or accept (whether in any manner writing, oral or seek to obtain the business of any person who is otherwise) inquiries, offers or was a customer or an active prospective customer of the Company or the Bank during the one-year period prior to the Expiration Date or Termination Date of Executive’s employment; orproposals for, (ii) request initiate or advise participate in meetings, discussions, correspondence or negotiations with any customerPerson concerning, (iii) enter into any agreement or arrangement (whether in writing, supplieroral or otherwise) with respect to, vendor or (iv) provide any Person with any information in connection with, a sale, acquisition or others who were doing business with other transfer (by operation of law or otherwise) of all or some of Company’s Business (including its assets and the Company Products) or a lift-out of Company’s Employees, an acquisition of an equity interest in Company (including from any Member), or a merger, consolidation or other business combination involving Company or its Business (including the Bank during Company Products), or a sale, assignment or other transfer (by operation of law or otherwise) of the one-year period prior Purchased Equity, except as contemplated by this Agreement (“Acquisition Proposal”). (b) From the date of this Agreement to the Expiration Date earlier of the termination of this Agreement and the Closing, Company and each of the Selling Parties will notify Buyer (and will ensure that their representatives and Associated Persons notify Buyer) promptly, and in any event within three Business Days, if: (i) they receive an Acquisition Proposal (including the terms of an Acquisition Proposal); (ii) a Person requests information from them relating to an actual or Termination Date of Executive’s employment, or any other person, to terminate, reduce, limit or change their business or relationship with the Company or the Bankpotential Acquisition Proposal; or (iii) inducea Person seeks to initiate negotiations or discussions reasonably likely to result in an Acquisition Proposal. In no event shall Company, request or attempt any Selling Party (or any of their respective representatives or Associated Persons) respond positively to influence or otherwise act on any officer such Acquisition Proposal, it being understood that such activity is prohibited under this Section 4.1.4. (c) Company, and each of the Company or the Bank to terminate his or her employment with the Company or the Bank; provided, however, Selling Parties will (and will ensure that nothing in this Section or any other provision of their representatives and Associated Persons) immediately end (and not recommence unless this Agreement shall preclude or prohibit Executiveis terminated) any activities (including discussions, if Executive’s Term of employment with the Company and/or the Bank shall have expired or Executive’s employment shall have been early terminatedmeetings, and within one year after the Expiration Date or Termination Date, Executive shall have accepted employment with a successor employer (“New Employer”), from (a) entering into discussions correspondence or negotiations with any customers or active prospective customers Persons) conducted before the date of the Company or the Bank referred this Agreement with respect to in subparagraph (i) above regarding their entering into business or customer relationships or opening accounts with the New Employer, or (b) engaging in discussions or negotiations with any officers of the Company or the Bank referred to in subparagraph (iii) above regarding their accepting employment with the New Employer, if in each such case such discussions and negotiations are not the result, directly or indirectly, of solicitations, inducements, approaches, overtures or other expressions of interest initiated by Executive with such customers or officers but rather are the result, directly or indirectly, of any one or more such actions taken by such customers or such officers with Executive in his capacity as an employee of New EmployerAcquisition Proposal.

Non-Solicitation. Executive recognizes that the business of the Company and the Bank is highly competitive, and therefore acknowledges and agrees that at all times while employed by the Company and/or the Bank and for For a period of one year three (3) years following the Expiration Date of Executive’s employment under this Agreement or earlier termination of such employmentClosing Date, Executive the Seller shall not, individually or on behalf of any other Person, directly or indirectly, individually or together with any other person, as owner, shareholder, investor, member, partner, proprietor, principal, director, officer, executive, manager, agent, representative, independent contractor, consultant or otherwise: (i) solicit in any manner or (A) seek to obtain the business of induce or otherwise cause any person who is client or was a customer or an active prospective customer of the Company Business under contract with any Covered Party or any prospective client or customer of the Bank during the one-year period prior Business to which any Covered Party has made or intends to make a proposal at that time to (1) cease being a Business customer of or to not become a Business customer of any Covered Party, (2) divert any business of such customer with respect to the Expiration Date Business from any Covered Party, or Termination Date otherwise to discontinue or alter in a manner adverse to any Covered Party, such business relationship relating to the Business, or (3) otherwise interfere with, disrupt, or attempt to interfere with or disrupt, the contractual relationship between any Covered Party and any of Executive’s employment; its customers or clients, suppliers or consultants, in each case relating to the Business, or employees, or (B) solicit for business, provide services to or do business with any client or customer of any Covered Party with respect to the Business or any potential customer solicited by any Covered Party with respect to the Business, except that nothing herein shall restrict the ability or right of Seller to become employed by any government agency, or (ii) request without the prior written consent of the applicable Covered Party, directly or advise indirectly hire, solicit or encourage to leave the employment or service of any customerCovered Party, supplier, vendor any officer or others who were doing business with the Company or the Bank during the one-year period prior to the Expiration Date or Termination Date of Executive’s employmentemployee of, or any consultant to, any Covered Party, or hire or participate (with another company or third party) in the process of hiring any Person who is then, or who within the preceding six (6) months was, an employee of any Covered Party, or provide names or other person, information about the Company's employees to terminate, reduce, limit any Person or change their business under circumstances which could lead to the use of that information for purposes of recruiting or relationship with the Company or the Bank; or (iii) induce, request or attempt to influence any officer of the Company or the Bank to terminate his or her employment with the Company or the Bankhiring; provided, however, however that nothing in Seller shall not be deemed to have violated this Section or any other provision of this Agreement shall preclude or prohibit Executive, clause (ii) if Executive’s Term of employment with the Company and/or the Bank shall have expired or Executive’s employment shall have been early terminated, and within one year after the Expiration Date or Termination Date, Executive shall have accepted employment with a successor employer (“New Employer”), from (a) entering into discussions an employee of a Covered Party responds directly to a general advertisement of another Person or negotiations with any customers business as long as Seller has no involvement or active prospective customers participation, either directly or indirectly, in the employment of the Company or the Bank referred to in subparagraph (i) above regarding their entering into business or customer relationships or opening accounts with the New Employersuch Person, or (b) engaging in discussions or negotiations with an employee of a covered party is terminated by such Covered Party at least six months prior to the commencement of any officers activities of the Company or the Bank referred to in subparagraph Seller that would otherwise violate this clause (ii). (iii) above regarding their accepting employment with the New EmployerFor purposes of this Agreement "Person" shall mean an individual, if in each such case such discussions and negotiations are not the resulta corporation, directly an association, a limited liability company, a partnership, an estate, a trust or indirectly, of solicitations, inducements, approaches, overtures any other entity or other expressions of interest initiated by Executive with such customers or officers but rather are the result, directly or indirectly, of any one or more such actions taken by such customers or such officers with Executive in his capacity as an employee of New Employerorganization.

Non-Solicitation. Executive recognizes that the business of the Company and the Bank is highly competitive, and therefore acknowledges and agrees that at all times while employed by the Company and/or the Bank and for For a period of one year following eighteen (18) months after the Expiration Date of Executive’s employment under this Agreement or earlier termination of such employmentthe Employee's employment by the Company, Executive shall notthe Employee will not solicit or service, directly or indirectly, individually business on Employee's own behalf, or together on behalf of any person or legal entity with any other person, whom Employee may be associated as owner, shareholder, investor, memberemployee, partner, proprietorassociate, principal, director, officer, executive, manager, agent, representative, independent contractor, consultant agent or otherwise: (i) solicit in any manner other capacity, from any Customer Project, whether or not Employee had significant dealings with that Customer Project. This paragraph prohibits solicitation of, and sales to, Customer Projects of any and all products or services that would compete with those normally provided by the Company at the time Employee leaves the Company. Any dealings in products or services that are not competitive with those normally provided by the Company are not prohibited by this paragraph. Employee will not solicit or seek to obtain the business of any person who is or was a customer or an active prospective customer of the Company or the Bank during the one-year period prior to the Expiration Date or Termination Date of Executive’s employment; or (ii) request or advise any customer, supplier, vendor or others who were doing business with the Company or the Bank during the one-year period prior to the Expiration Date or Termination Date of Executive’s employment, or any other person, to terminate, reduce, limit or change their business or relationship with the Company or the Bank; or (iii) induce, request or attempt to influence any officer of the Company or the Bank to terminate his or her employment with the Company or the Bank; provided, however, that nothing in this Section or any other provision of this Agreement shall preclude or prohibit Executive, if Executive’s Term of employment with the Company and/or the Bank shall have expired or Executive’s employment shall have been early terminated, and within one year after the Expiration Date or Termination Date, Executive shall have accepted employment with a successor employer (“New Employer”), from (a) entering into discussions or negotiations with any customers or active prospective customers of the Company or the Bank referred to in subparagraph (i) above regarding their entering into business or customer relationships or opening accounts with the New Employer, or (b) engaging in discussions or negotiations with any officers of the Company or the Bank referred to in subparagraph (iii) above regarding their accepting employment with the New Employer, if in each such case such discussions and negotiations are not the resultinfluence, directly or indirectly, any employee, contractor, or agent of solicitationsthe Company to terminate his relationship with the Company. For purposes of this Section 10, inducements"Customer Project" shall mean any project which: (I) the Company has an existing contract to perform services under at the time of the termination of this Agreement; (ii) the Company has bid to obtain a contract for in the 12 months preceding the termination of this Agreement, approachesor (iii) the Company had formed an intention to submit a bid to perform services for any time prior to the termination of this Agreement and which the Company actually submits a bid for within the 120 day period following termination of this Agreement. Following termination of this Agreement, overtures if Employee, or other expressions of interest initiated by Executive with such customers a person or officers but rather are the result, an entity that directly or indirectlyindirectly employs Employee enters into a contract for a Customer Project to provide products or services that would compete with those normally provided by Company, it will be deemed prima facie evidence of any one or more such actions taken by such customers or such officers with Executive in his capacity as an employee a violation of New Employerthis paragraph 10(b).

Non-Solicitation. Executive recognizes that During the business term of the Company and the Bank is highly competitive, and therefore acknowledges and agrees that at all times while employed Executive’s employment by the Company and/or the Bank Employer (or its related or affiliated entities) and for a period of one year six (6) months following the Expiration Date termination of the Executive’s employment under this Agreement with the Employer (or earlier termination of such employmentits related or affiliated entities) for any reason whatsoever, the Executive shall not, directly or indirectly, individually or together with any other person, as owner, shareholder, investor, member, partner, proprietor, principal, director, officer, executive, manager, agent, representative, independent contractor, consultant or otherwise: (i) solicit in approach, contact or communicate with any manner customer, supplier or seek to obtain the business of any person who is or was a customer or an active prospective customer licensor of the Company Employer (or its affiliated or related entities) for the Bank purpose of inducing such customer, supplier or licensor to reduce such customer’s, supplier’s or licensor’s level of business with the Employer (or its affiliated or related entities), or to encourage such customer, supplier or licensor to start doing business or to increase such customer’s, supplier’s or licensor’s level of business with any other Person or entity when such a change may negatively affect the opportunity of the Employer (or its related or affiliated entities). Notwithstanding the foregoing, for the portion of the restricted period that follows the cessation of employment, the terms customer, supplier and licensor shall refer only to those Persons or entities with which the Executive had business contact or about which the Executive obtained confidential information during the one-year twelve (12) month period prior to immediately preceding the Expiration Date or Termination Date cessation of Executive’s employment; orand (ii) request or advise any customer, supplier, vendor or others who were doing business with the Company or the Bank during the one-year period prior to the Expiration Date or Termination Date of Executive’s employment, or any other person, to terminate, reduce, limit or change their business or relationship with the Company or the Bank; or (iii) induce, request or attempt to influence any officer of the Company or the Bank to terminate his or her employment with the Company or the Bank; provided, however, that nothing in this Section or any other provision of this Agreement shall preclude or prohibit Executive, if Executive’s Term of employment with the Company and/or the Bank shall have expired or Executive’s employment shall have been early terminated, and within one year after the Expiration Date or Termination Date, Executive shall have accepted employment with a successor employer (“New Employer”), from (a) entering into discussions or negotiations with any customers or active prospective customers of the Company or the Bank referred to in subparagraph (i) above regarding their entering into business or customer relationships or opening accounts with the New Employer, or (b) engaging in discussions or negotiations with any officers of the Company or the Bank referred to in subparagraph (iii) above regarding their accepting employment with the New Employer, if in each such case such discussions and negotiations are not the result, directly or indirectly, induce, assist another to induce, or attempt to induce any employee or agent of solicitationsthe Employer (or its related or affiliated entities) to terminate their contract or working relationship with the Employer (or its related or affiliated entities), inducementsor to work for any entity other than the Employer (or its related or affiliated entities). Notwithstanding the foregoing, approachesfor the portion of the restricted period that follows the cessation of employment, overtures or other expressions of interest initiated by the terms employee and agent shall refer only to those Persons who the Executive with such customers or officers but rather are the result, supervised (directly or indirectly), or with whom the Executive had business contact, during the twelve (12) month period immediately preceding the cessation of any one or more such actions taken by such customers or such officers with Executive in his capacity as an employee of New Employeremployment.

Non-Solicitation. (a) Executive recognizes that shall not at any time during the business of the Company and the Bank is highly competitive, and therefore acknowledges and agrees that at all times while employed by the Company and/or the Bank and for a period of one year following his employment with the Expiration Date of Executive’s employment under this Agreement Company, or earlier termination of such employment, Executive shall not, directly or indirectly, individually or together with any other person, as owner, shareholder, investor, member, partner, proprietor, principal, director, officer, executive, manager, agent, representative, independent contractor, consultant or otherwise: (i) solicit in any manner or seek to obtain the business of any person who is or was a customer or an active prospective customer of the Company or the Bank during the one-one (1) year period prior to the Expiration Date or immediately following his Termination Date of Executive’s employment; or (ii) request or advise any customer, supplier, vendor or others who were doing business Employment with the Company or ("Non-Solicitation Period"), without the Bank during prior written consent of the one-year period prior to the Expiration Date or Termination Date Company, on behalf of Executive’s employment, himself or any other person, to terminate, reduce, limit solicit for employment or change their business or relationship with the Company or the Bank; or (iii) induce, request or attempt to influence employ any officer of the Company current officers or employees of the Bank to terminate his or her employment with the Company or the BankCompany; provided, however, that nothing in this Section or contained herein shall prohibit Executive from hiring employees of the Company when such employment results from general solicitations for employment. (b) Executive shall not at any other provision time during the period of this Agreement shall preclude or prohibit Executive, if Executive’s Term of his employment with the Company and/or Company, or during the Bank shall have expired Non-Solicitation Period, without the prior written consent of the Company, solicit for his own use, or Executive’s employment shall have been early terminatedfor the use of any company or person by whom he is employed, and within one year after or for whom he may be acting, any of the Expiration Date or Termination Date, Executive shall have accepted employment with a successor employer (“New Employer”), from (a) entering into discussions or negotiations with any customers or active prospective current customers of the Company, nor shall he divulge to any other person any information or fact relating to the management, business (including prospective business), finances, its customers or the terms of any of the contracts of the Company which has heretofore or which may hereafter come to the knowledge of Executive which is not freely available to the public. (c) Executive shall not, during the Non-Solicitation Period, in any way defame the Company or disparage its business capabilities, products, plans or management to any customer, potential customer, vendor, supplier, contractor, subcontractor of the Bank referred Company so as to in subparagraph affect adversely the goodwill or business of the Company. (id) above regarding their entering into business or customer relationships or opening accounts with the New EmployerExecutive covenants and agrees that a breach of these subparagraphs (a), or (b) engaging or (c) would immediately and irreparably harm the Company and that a remedy at law would be inadequate to compensate the Company for its losses by reason of such breach and therefore that the Company shall, in discussions addition to any rights and remedies available under this Agreement, at law or negotiations with otherwise, be entitled to any officers injunction to be issued by any court of competent jurisdiction enjoining and restraining Executive from committing any violation of these subparagraphs (a), (b) or (c), and Executive hereby consent to the issuance of such injunction. (e) For purposes of this Paragraph 5 and in consideration of this Agreement, this non-solicitation agreement has been separately negotiated and bargained for, and constitutes a substantial portion of the Company or the Bank referred to in subparagraph (iii) above regarding their accepting employment with the New Employer, if in each such case such discussions and negotiations are not the result, directly or indirectly, of solicitations, inducements, approaches, overtures or other expressions of interest initiated by Executive with such customers or officers but rather are the result, directly or indirectly, of any one or more such actions taken by such customers or such officers with Executive in his capacity as an employee of New Employerconsideration for this Agreement.

Non-Solicitation. The Executive recognizes that the business of the Company and the Bank is highly competitive, and therefore acknowledges and agrees that at all times while he or she is employed by the Company and/or the Bank and for a period of one year following twenty-four (24) months after the Expiration Date of Executive’s employment under this Agreement or earlier termination of such employmentTermination, the Executive shall not, directly or indirectly, individually or together with any other person, as owner, shareholder, investor, member, partner, proprietor, principal, director, officer, executive, manager, agent, representative, independent contractor, consultant or otherwise: (i) without first obtaining the express written permission of the Company’s General Counsel, which permission may be withheld solely in the Company’s discretion, directly or indirectly contact or solicit in business from any manner client or seek to obtain the business of any person who is or was a customer or an active prospective customer of the Company with whom the Executive had direct contact or responsibility or about whom the Bank Executive acquired any Trade Secret or Confidential Information during his employment with the one-year period prior Company. Likewise, the Executive shall not, without first obtaining the express written permission of the Company’s General Counsel which permission may be withheld solely in the Company’s discretion, directly or indirectly contact or solicit business from any person responsible for referring business to the Expiration Date Company or Termination Date of Executive’s employmentwho regularly refers business to the Company with whom the Executive had any direct contact or about whom the Executive acquired any Trade Secret or Confidential Information during his employment with the Company; or (ii) request take any action to hire, recruit or advise to directly or indirectly assist in the hiring, recruiting or solicitation for employment of any customerofficer, supplier, vendor employee or others who were doing business with the Company or the Bank during the one-year period prior to the Expiration Date or Termination Date of Executive’s employment, or any other person, to terminate, reduce, limit or change their business or relationship with the Company or the Bank; or (iii) induce, request or attempt to influence any officer representative of the Company or Parking Companies who possesses Trade Secret and Confidential Information of the Bank to terminate Company. If the Executive, after the termination of his or her employment with hereunder, has any question regarding the applicability of the above provisions to a potential employment opportunity, the Executive acknowledges that it is his or her responsibility to contact the Company or the Bank; provided, however, so that nothing in this Section or any other provision of this Agreement shall preclude or prohibit Executive, if Executive’s Term of employment with the Company and/or may inform the Bank Executive of its position with respect to such opportunity. The Executive agrees that the non-compete period set forth in Section 6(e) above shall be tolled, and shall not run, during any period of time in which he is in violation of the terms thereof, so that the Company shall have expired or Executive’s employment shall have been early terminated, and within one year after the Expiration Date or Termination Date, Executive shall have accepted employment with a successor employer (“New Employer”), from (a) entering into discussions or negotiations with any customers or active prospective customers al of the Company or the Bank referred to in subparagraph (i) above regarding their entering into business or customer relationships or opening accounts with the New Employer, or (b) engaging in discussions or negotiations with any officers of the Company or the Bank referred to in subparagraph (iii) above regarding their accepting employment with the New Employer, if in each such case such discussions and negotiations are not the result, directly or indirectly, of solicitations, inducements, approaches, overtures or other expressions of interest initiated by Executive with such customers or officers but rather are the result, directly or indirectly, of any one or more such actions taken by such customers or such officers with Executive in his capacity as an employee of New Employeragreed-upon temporal protections recited therein.

Non-Solicitation. Executive recognizes that (a) During the business period beginning on the Closing Date and ending on the three (3) year anniversary of the Closing Date (the “Restricted Period”), none of GES, SWOP and WSS (each, a “GES Company”), and collectively, the “GES Companies”), shall (and each shall cause its Affiliates not to) directly, or indirectly through another Person, (i) induce or attempt to induce any employee of the Company and (or any of its Affiliates) to leave his or her employment, or in any way interfere with the Bank is highly competitive, and therefore acknowledges and agrees that at all times while employed by relationship between the Company and/or the Bank (or any of its Affiliates) and for a period of one year following the Expiration Date of Executive’s employment under this Agreement or earlier termination of any such employmentemployee, Executive shall not, directly or indirectly, individually or together with any other person, as owner, shareholder, investor, member, partner, proprietor, principal, director, officer, executive, manager, agent, representative, independent contractor, consultant or otherwise: (iii) solicit in any manner or seek to obtain the business of hire any person who is or was a customer or an active prospective customer employee of the Company (or the Bank any of its Affiliates) at any time during the onesix-year month period immediately prior to the Expiration Date date on which such hiring would take place, or Termination Date of Executive’s employment; or (iiiii) request call on, solicit or advise service any customer, suppliercharterer, vendor lessor, vendor, licensee, licensor or others who were other business relation of the Company in order to induce or attempt to induce such Person to cease doing or decrease their business with the Company or the Bank during the one-year period prior to the Expiration Date or Termination Date of Executive’s employmentits Affiliates, or in any other person, to terminate, reduce, limit or change their business or relationship way interfere with the Company relationship between any such customer, charterer, lessor, vendor, licensee, licensor or the Bank; or (iii) induce, request or attempt to influence any officer other business relation of the Company or the Bank to terminate his its Affiliates (including making any negative statements or her employment with communications about the Company or its Affiliates). Notwithstanding the Bank; providedforegoing, howeverthe restrictions set forth in this Section 9.9(c) shall not apply to the employees of any shareholders of the Company and shall not prohibit (Y) the employment of employees of the Company who solicit any of the GES Companies for employment or (Z) the solicitation of employees through general advertising (e.g., that newspaper or internet), or the hiring of employees responding to such general advertising. Furthermore, for the avoidance of doubt, nothing in this Section 9.9 (c) shall prohibit any of the GES Companies from doing business with any vendors of the Company in the normal course of business. (b) During the Restricted Period, the Company shall not (and shall cause its Affiliates not to) directly, or indirectly through another Person, (i) induce or attempt to induce any employee of the GES Companies (or any of their Affiliates) to leave his or her employment, or in any way interfere with the relationship between the GES Companies (or any of their Affiliates) and any such employee, (ii) hire any person who was an employee of the GES Companies (or any of their Affiliates) at any time during the six-month period immediately prior to the date on which such hiring would take place, or (iii) with respect to the GES Affiliate Businesses, call on, solicit or service any customer, charterer, lessor, vendor, licensee, licensor or other provision business relation of the GES Companies in order to induce or attempt to induce such Person to cease doing or decrease their business with the GES Companies or their Affiliates, or in any way interfere with the relationship between any such customer, charterer, lessor, vendor, licensee, licensor or other business relation of the GES Companies or their Affiliates (including making any negative statements or communications about the GES Companies or their Affiliates). Notwithstanding the foregoing, the restrictions set forth in this Section 9.9(b) shall not apply to (A) the employees of any members of IDM Group, Ltd., the ultimate parent of the GES Companies or (B) the Transferred Employees, and shall not prohibit (Y) the employment of employees of the GES Companies who solicit the Company for employment or (Z) the solicitation of employees through general advertising (e.g., newspaper or internet), or the hiring of employees responding to such general advertising. Furthermore, for the avoidance of doubt, nothing in this Section 9.9 (b) shall prohibit the Company from doing business with any vendors of the GES Companies in the normal course of business. (c) If, at the time of enforcement of any of the provisions of this Agreement Section 9.9, a court determines that the restrictions stated herein are unreasonable under the circumstances then existing, the parties hereto agree that the maximum period, scope or geographical area reasonable under the circumstances shall preclude be substituted for the stated period, scope or prohibit Executivearea. The parties further agree that such court shall be allowed to revise the restrictions contained herein to cover the maximum period, if Executive’s Term scope or geographical area permitted by Law. (d) Notwithstanding anything to the contrary contained herein, the restricted periods set forth in Section 9.9(a) or (b), respectively, shall be extended with respect to any breaching party for a period equal to any time period that such breaching party is in violation of employment with Section 9.9(a) or (b), respectively. (e) If either GES or the Company and/or Company, or any of their respective Affiliates breaches, or threatens to commit a breach of, any of the Bank shall have expired provisions of Section 9.8 or Executive’s employment shall have been early terminated, and within one year after this Section 9.9 (the Expiration Date or Termination Date, Executive shall have accepted employment with a successor employer (“New EmployerRestrictive Covenants”), from (a) entering into discussions or negotiations with any customers or active prospective customers of the Company or non-breaching party shall have the Bank referred to in subparagraph right and remedy (i) above regarding their entering into business to have the Restrictive Covenants specifically enforced by any court of competent jurisdiction, it being agreed that any breach or customer relationships or opening accounts with the New Employer, or (b) engaging in discussions or negotiations with any officers threatened breach of the Company or Restrictive Covenants would cause irreparable injury to such party and that money damages would not provide an adequate remedy to the Bank referred non-breaching party; and (ii) to in subparagraph (iii) above regarding their accepting employment with require the New Employerbreaching party to account for and pay over to the non-breaching party any profits, if in each such case such discussions and negotiations are not the resultmonies, directly or indirectlyaccruals, of solicitations, inducements, approaches, overtures increments or other expressions of interest initiated benefits derived or received by Executive with such customers or officers but rather are the result, directly or indirectly, breaching party as the result of any one transactions constituting a breach of the Restrictive Covenants. Each of the rights and remedies set forth herein shall be independent of the others, severally enforceable, and in addition to, and not in lieu of, any other rights and remedies available to the non-breaching party at law or more such actions taken by such customers in equity. (f) Notwithstanding any provision in this Agreement to the contrary, the Restrictive Covenants shall not apply to Lime Rock Management, L.P. and its Affiliates or such officers with Executive in his capacity as an employee of New Employer4D Global Energy Advisors S.A.S. and its Affiliates.

Non-Solicitation. Executive recognizes that Key Person agrees that, from the business date of the Company and Closing until the Bank is highly competitive, and therefore acknowledges and agrees that at all times while employed by second anniversary of the end of the Key Person’s employment or service as a director or officer with the Company and/or (the Bank and for a period of one year following the Expiration Date of Executive’s employment under this Agreement or earlier termination of such employment“Restricted Period”), Executive Key Person shall not, in any manner, directly or indirectlyindirectly (without the prior written consent of Parent): (i) Solicit any Client to transact business with a Competitive Enterprise or to reduce or refrain from doing any business with Parent or any of its Subsidiaries (including the Company), individually (ii) interfere with or together damage any relationship between Parent, Parent Bank or the Company, on the one hand, and a Client, on the other hand, or (iii) Solicit anyone who is an employee of Parent or any of its Subsidiaries (or who was, to Key Person’s knowledge, an employee of Parent or any of its Subsidiaries within the prior 90 days) to resign from Parent or any of its Subsidiaries (including the Company) or to apply for or accept employment with any other personCompetitive Enterprise. For purposes of this Agreement, as owner(A) all references to the “Company” shall mean CUB and its Subsidiaries prior to the Effective Time and Parent and its Subsidiaries at and following the Effective Time, shareholder(B) “Person” shall mean any individual, investorbank, membercorporation (including not-for-profit), partnerjoint-stock company, proprietorgeneral or limited partnership, principallimited liability company, directorjoint venture, officerestate, executivebusiness trust, managertrust, agentassociation, representativeorganization, independent contractor, consultant firm or otherwise: (i) solicit in any manner other entity or seek to obtain the business of any person who is kind or was a customer nature, (C) “Competitive Enterprise” shall mean (1) any banking organization that competes anywhere within CUB’s “footprint” (i.e., where CUB or an active prospective customer any of the Company or the Bank during the one-year period its Subsidiaries regularly conducted business prior to the Expiration Date Effective Time) with any of the business activities engaged in by CUB or Termination Date any of Executive’s employment; or (ii) request or advise any customer, supplier, vendor or others who were doing business with the Company or the Bank during the one-year period its Subsidiaries prior to the Expiration Date Effective Time or Termination Date (2) any entity or business attempting to acquire an interest in a banking organization described in clause (1); (D) “Client” shall mean any client of Executive’s employment, CUB or any other personof its Subsidiaries to whom Key Person, to terminate, reduce, limit or change their business or relationship with the Company or the Bank; or (iii) induce, request or attempt to influence any officer of the Company or the Bank to terminate in his or her employment with the Company or the Bank; provided, however, that nothing in this Section or any other provision of this Agreement shall preclude or prohibit Executive, if Executive’s Term of employment with the Company and/or the Bank shall have expired or Executive’s employment shall have been early terminated, and within one year after the Expiration Date or Termination Date, Executive shall have accepted employment with a successor employer (“New Employer”), from (a) entering into discussions or negotiations with any customers or active prospective customers of the Company or the Bank referred to in subparagraph (i) above regarding their entering into business or customer relationships or opening accounts with the New Employer, or (b) engaging in discussions or negotiations with any officers of the Company or the Bank referred to in subparagraph (iii) above regarding their accepting employment with the New Employer, if in each such case such discussions and negotiations are not the result, directly or indirectly, of solicitations, inducements, approaches, overtures or other expressions of interest initiated by Executive with such customers or officers but rather are the result, directly or indirectly, of any one or more such actions taken by such customers or such officers with Executive in his capacity as an employee of New Employer.an

Non-Solicitation. Executive recognizes that (a) During the business period commencing on the date hereof and ending on the last day of the Company and the Bank is highly competitive, and therefore acknowledges and agrees that at all times while employed by the Company and/or the Bank and for a period of one year twelfth (12th) full calendar month following the Expiration Date of Executive’s employment under this Agreement Employee's termination for any reason whatsoever including but not limited to involuntary termination (with or earlier termination of such employmentwithout Cause) and/or voluntary termination, Executive shall Employee hereby covenants that he will not, directly or indirectly, individually solicit, entice or together with induce any other person, Customer or Supplier (as owner, shareholder, investor, member, partner, proprietor, principal, director, officer, executive, manager, agent, representative, independent contractor, consultant or otherwise: defined below) of the Company to (i) solicit become a Customer or Supplier of any other person or entity engaged in any manner or seek to obtain the business of activity that competes with any person who is or was a customer or an active prospective customer of business conducted by the Company or the Bank at any time during the one-year period prior to the Expiration Date or Termination Date of Executive’s employment; or (ii) request or advise any customer, supplier, vendor or others who were doing business Employee's employment with the Company or the Bank during the one-year period prior to the Expiration Date or Termination Date of Executive’s employmentCompany, or any other person, to terminate, reduce, limit or change their business or relationship with planned by the Company or at any time during the Bank; or (iii) induce, request or attempt to influence any officer period of the Company or the Bank to terminate his or her Employee's employment with the Company or (ii) cease doing business with the Bank; providedCompany, however, and Employee agrees that nothing he will not assist any person or entity in taking any action described in the foregoing clauses (i) and (ii). For purposes of this Section or any other provision 6, (A) a "Customer" of this Agreement shall preclude or prohibit Executive, if Executive’s Term of employment with the Company and/or means any person, corporation, partnership, trust, division, business unit, department or agency which, at the Bank time of termination or within one year prior thereto, shall have expired be or Executive’s employment shall have been early terminateda customer, and within one year after the Expiration Date distributor or Termination Date, Executive shall have accepted employment with a successor employer (“New Employer”), from (a) entering into discussions or negotiations with any customers or active prospective customers agent of the Company or shall be or shall have been contacted by the Bank referred Company for the purpose of soliciting it to become a customer, distributor or agent of the Company; and (B) a "Supplier" of the Company means any person, corporation, partnership, trust, division, business unit, department or agency which, at the time of termination or within one year prior thereto, shall be or shall have been a supplier, vendor, manufacturer or developer for any product or service or significant component used in subparagraph (i) above regarding their entering into business any product or customer relationships or opening accounts with service of the New Employer, or Company. (b) engaging in discussions or negotiations with any officers During the period commencing on the date hereof and ending on the last day of the Company twenty-fourth (24th) full calendar month following the Employee's termination for any reason whatsoever, including but not limited to involuntary termination (with or without Cause) and/or voluntary termination, the Bank referred to in subparagraph (iii) above regarding their accepting employment with the New Employer, if in each such case such discussions and negotiations are not the resultEmployee will not, directly or indirectly, induce other employees of solicitations, inducements, approaches, overtures the Company to terminate their employment with the Company or other expressions of interest initiated by Executive with such customers or officers but rather are the result, directly or indirectly, of engage in any one or more such actions taken by such customers or such officers with Executive in his capacity as an employee of New EmployerCompeting Business.

Non-Solicitation. Executive recognizes that the business of (a) While I am employed at the Company and the Bank is highly competitive, and therefore acknowledges and agrees that at all times while employed by the Company and/or the Bank and for a period of one year following the Expiration Date of Executive’s employment under this Agreement or earlier 24 months after termination of such employmentmy employment for any reason (whether voluntary or involuntary), Executive shall I will not, directly or indirectly, individually solicit, recruit or together with hire any other person, as owner, shareholder, investor, member, partner, proprietor, principal, director, officer, executive, manager, agent, representative, independent contractor, consultant or otherwise: (i) solicit in any manner or seek to obtain the business of any person who is or was a customer or an active prospective customer employee of the Company or the Bank during the one-year period prior to the Expiration Date or Termination Date of Executive’s employment; or (ii) request or advise any customer, supplier, vendor or others who were doing business with work for a third party other than the Company or the Bank during the one-year period prior otherwise solicit, entice or induce any employee to the Expiration Date or Termination Date of Executive’s employment, or materially breach any other person, to terminate, reduce, limit or change their business or relationship with agreement between such employee and the Company or the Bank; orof which I have knowledge. (iii) induce, request or attempt to influence any officer of the Company or the Bank to terminate his or her employment with the Company or the Bank; provided, however, that nothing in this Section or any other provision of this Agreement shall preclude or prohibit Executive, if Executive’s Term of employment with the Company and/or the Bank shall have expired or Executive’s employment shall have been early terminated, and within one year after the Expiration Date or Termination Date, Executive shall have accepted employment with a successor employer (“New Employer”), from (a) entering into discussions or negotiations with any customers or active prospective customers of the Company or the Bank referred to in subparagraph (i) above regarding their entering into business or customer relationships or opening accounts with the New Employer, or (b) engaging in discussions or negotiations with any officers of While I am employed by the Company and for a period of 24 months after termination of my employment for any reason (whether voluntary or involuntary) other than because of non-renewal of my employment agreement by the Bank referred to in subparagraph (iii) above regarding their accepting employment with the New EmployerCompany, if in each such case such discussions and negotiations are not the resultI will not, directly or indirectly, solicit, entice or induce any Customer (as defined below) of solicitations, inducements, approaches, overtures or other expressions of interest initiated by Executive with such customers or officers but rather are the result, directly or indirectly, Company to (i) become a Customer of any other person or entity engaged in any material respect in any business activity that competes with any material business activity conducted by the Company at any time during the period of my employment with the Company, or any business activity planned by the Company at any time during the period of my employment with the Company that the Company reasonably believes will be a material business activity in the future (other than such a planned activity that has been abandoned by the Company) or (ii) cease doing business with the Company, and I will not assist any person or entity in taking any action described in the foregoing clauses (i) and (ii). For purposes of this paragraph (c), a “Customer” of the Company means any person, corporation, partnership, trust, division, business unit, department or agency which, at the time of determination or within one year prior thereto, shall be or more such actions taken shall have been a material customer, distributor or agent of the Company or shall be or shall have been contacted by such customers the Company for the purpose of soliciting it to become a material customer, distributor or such officers with Executive in his capacity as an employee agent of New Employerthe Company.

Non-Solicitation. Executive recognizes I agree that the business of the Company and the Bank is highly competitive, and therefore acknowledges and agrees that at all times while I am employed by the Company and/or and (a) in the Bank and event I terminate my employment by way of a Voluntary Termination (as defined below) or the Company terminates my employment for Due Cause (as defined below) (either event, a "Fault Event"), for a period of two (2) years immediately following any such termination of my employment with the Company, or (b) in the event of a termination or expiration of my employment with the Company for any other reason, for a period of one (1) year immediately following the Expiration Date termination or expiration of Executive’s my employment under this Agreement or earlier termination of such employmentwith the Company, Executive I shall not, not directly or indirectly, individually either on behalf of myself or together with any other personperson or entity, as owner(i) intentionally solicit, shareholderinduce, investorrecruit or encourage any employee of the Company or independent contractor of the Company who provides services to or on behalf of the Company to leave his, memberher or its employment or engagement with the Company, partneror attempt to solicit, proprietorrecruit, principalor take away any such employees or independent contractors (or induce or encourage any such employee or independent contractor to terminate its employment or engagement with the Company); provided that after termination or expiration of my employment, directorthis provision shall only apply to those employees or independent contractors of the Company who (A) are current employees or independent contracts of the Company and (B) were such at any time within 12 months prior to the date of such termination or expiration, officer, executive, manager, agent, representative(ii) intentionally interfere in any manner with the contractual or employment relationship between the Company and any employee, independent contractor, consultant Customer (as defined below) or otherwise: (i) solicit in any manner or seek to obtain the business of any person who is or was a customer or an active prospective customer supplier of the Company or the Bank during the one-year period prior cause any such employee, independent contractor, Customer or supplier to the Expiration Date or Termination Date of Executive’s employment; or (ii) request or advise any customercease employment with, supplier, vendor or others who were cease doing business with or reduce the amount of business it does with the Company; provided that after termination or expiration of my employment, this provision shall apply only to the employees, independent contractors, Customers or suppliers of the Company who (A) are current employees, independent contractors, Customers or suppliers of the Bank during the one-year period Company and (B) were such at any time within 12 months prior to the Expiration Date such termination or Termination Date of Executive’s employmentexpiration, or any other person, to terminate, reduce, limit or change their business or relationship with the Company or the Bank; or (iii) induceafter termination or expiration of my employment, request hire or attempt to influence otherwise employ any officer employee of the Company or independent contractor of the Bank Company who provides services to terminate his or her employment with on behalf of the Company or the Bank; provided, however, that nothing in this Section who has provided services to or any other provision on behalf of this Agreement shall preclude or prohibit Executive, if Executive’s Term of employment with the Company and/or at any time during the Bank shall have expired prior three month period, or Executive’s employment shall have been early terminated(iv) whether as a direct solicitor or provider of such services or products, and or in a management or supervisory capacity over others who solicit or provide such services or products, intentionally solicit or provide services or products that fall within one year the definition of Restricted Business to any Customer of the Company; provided that after the Expiration Date expiration or Termination Datetermination of my employment, Executive this provision shall have accepted employment with a successor employer (“New Employer”), from (a) entering into discussions or negotiations with any customers or active prospective only apply to those customers of the Company who are current Customers and were Customers at any time within 12 months prior to the termination or the Bank referred to in subparagraph (i) above regarding their entering into business or customer relationships or opening accounts expiration of my employment with the New EmployerCompany. "Customer" shall mean those persons or affiliates to which the Company has rendered services or provided products within the last three months that fall within the definition of Restricted Business (including, or (b) engaging in discussions or negotiations with any officers for the avoidance of doubt, commercial clients of the Company or that provide vehicles to the Bank referred to Company in subparagraph (iii) above regarding their accepting employment connection with the New Employer, if in services provided by the Company). The terms "Due Cause" and "Voluntary Termination" shall have the respective meanings signed to each such case such discussions term in the Executive Employment Agreement between me and negotiations are not the result, directly or indirectly, Company of solicitations, inducements, approaches, overtures or other expressions of interest initiated by Executive with such customers or officers but rather are the result, directly or indirectly, of any one or more such actions taken by such customers or such officers with Executive in his capacity as an employee of New Employereven date herewith.

Non-Solicitation. The Executive recognizes that agrees that, during the business of Restricted Period, the Company and the Bank is highly competitive, and therefore acknowledges and agrees that at all times while employed by the Company and/or the Bank and for a period of one year following the Expiration Date of Executive’s employment under this Agreement or earlier termination of such employment, Executive shall not, directly or indirectly, individually (a) interfere with or together attempt to interfere with the relationship between the Company or any other personmember of the Covered Group (as defined below) and any Person who is, as owneror was during the then most recent twelve-month period, shareholder, investor, member, partner, proprietor, principal, directoran employee, officer, executiverepresentative, managerauthor, agentcontributor or agent of (i) the Company or (ii) any other member of the Covered Group that the Executive had business contact with (which, for the avoidance of doubt, shall exclude business contacts purely as part of broad communications addressed to multiple Persons) during the time that the Executive was employed by the Company (provided that with respect to any employee, officer, representative, independent contractorauthor, consultant contributor or otherwise: agent of the Parent Group (other than the Company and its subsidiaries) such business contact occurred prior to the occurrence of a Transaction) (the “Covered Employees”), or solicit, induce or attempt to solicit or induce any of the Persons described in clauses (i) solicit in any manner or seek (ii) above to obtain leave the business of any person who is employ or was a customer or an active prospective customer service of the Company or any member of the Bank during Covered Group or violate the one-year period terms of their respective contracts, or any employment arrangements, with such entities (other than as to the employees of the Covered Group as a consequence of a Transaction); or (b) induce or attempt to induce any customer, client, supplier, author, contributor, licensee or other business relation of (i) the Company or (ii) any other member of the Covered Group that the Executive came into business contact with (which, for the avoidance of doubt, shall exclude business contacts purely as part of broad communications addressed to multiple Persons) while the Executive was employed by the Company (provided that with respect to any customer, client, supplier, author, contributor, licensee or other business relation of the Parent Group (other than the Company and its subsidiaries) such business contact occurred prior to the Expiration Date or Termination Date occurrence of Executive’s employment; or a Transaction) (iithe “Customer”) request or advise any customer, supplier, vendor or others who were to cease doing business with the Company or any member of the Bank during Covered Group, as the one-year period prior case may be, or (c) in any way interfere with the relationship between a Customer and (i) the Company or (ii) any member of the Covered Group. Notwithstanding the foregoing, the following shall not be violations of this Section 7: (1) general solicitations that are not specifically directed to Covered Employees; (2) providing advice to, or serving as a reference at the Expiration Date or Termination Date request of, a Covered Employee; (3) actions taken in the good faith performance of the Executive’s employment, duties hereunder; and (4) if the Executive solicits or attempts to solicit the business or patronage of a Person that uses or provides services or supplies to multiple service providers or recipients in the same space as it utilizes or supplies the Company or any other personmember of the Covered Group; provided, that, in the case of clause (4), the Executive does not suggest, encourage or cause such entity to terminate, reduce, limit terminate or change their reduce its business or relationship with the Company or any other member of the Bank; or Covered Group. For purposes of this Section 7, at the time of the relevant action as the context requires, the members of the “Covered Group” shall only include (iiix) induce, request or attempt to influence any officer the members of the Company or Group and (y) until the Bank to terminate his or her employment with end of the 12-month period following the date of a Transaction, the Parent and each entity other than the Company or its subsidiaries that was a member of the Bank; providedParent Group (or its successor) as of the date of a Transaction. For purposes of this Agreement, however, that nothing in this Section or an “Affiliate” of a designated Person means any other provision of this Agreement shall preclude or prohibit Executive, if Executive’s Term of employment with the Company and/or the Bank shall have expired or Executive’s employment shall have been early terminated, and within one year after the Expiration Date or Termination Date, Executive shall have accepted employment with a successor employer (“New Employer”), from (a) entering into discussions or negotiations with any customers or active prospective customers of the Company or the Bank referred to in subparagraph (i) above regarding their entering into business or customer relationships or opening accounts with the New Employer, or (b) engaging in discussions or negotiations with any officers of the Company or the Bank referred to in subparagraph (iii) above regarding their accepting employment with the New Employer, if in each such case such discussions and negotiations are not the result, Person that directly or indirectly, of solicitations, inducements, approaches, overtures or other expressions of interest initiated by Executive with such customers or officers but rather are the result, directly or indirectly, of any indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with such actions taken by designated Person, but after a Private Sale excludes portfolio companies that are affiliated with a Person that effectuates such customers or such officers with Executive Private Sale and are not engaged in his capacity as an employee of New Employerthe Business.

Non-Solicitation. Executive recognizes that The Company has invested substantial time, money and resources in the development and retention of its inventions, confidential information (including trade secrets), customers, accounts and business partners, and during and prior to the course of the Company Executive's employment with the Company, the Executive has had and will have access to the Bank is highly competitiveCompany's inventions, confidential information (including trade secrets) and contractual relationships, and therefore acknowledges will be introduced to existing and agrees that at prospective customers, vendors, accounts and business partners of the Company. Any and all times while employed by "goodwill" associated with any existing or prospective customer, vendor, account or business partner belongs exclusively to the Company, including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between the Executive and any existing or prospective customers, vendors, cable operators, accounts or business partners. In recognition of this, and in partial consideration for the Company and/or entering into this Agreement with the Bank Executive, the Executive shall be obligated to comply with the following provisions: (A) During the Executive's employment with the Company, and for a period of one year following two (2) years thereafter, or until the Expiration Date end of the period during which Extended Compensation Payments, if any, are being made to the Executive hereunder, whichever period is longer, the Executive may not notice, solicit or encourage, either directly or indirectly, any Company employee to leave the employ of the Company or any independent contractor to sever its engagement with the Company, absent prior written consent from the Company. (B) During the Executive’s 's employment under this Agreement with the Company, and for a period of two (2) years thereafter, or earlier termination until the end of such employmentthe period during which Extended Compensation Payments, if any, are being made to the Executive shall hereunder, whichever period is longer, the Executive may not, directly or indirectly, individually entice, solicit or together with encourage any other person, as owner, shareholder, investor, member, partner, proprietor, principal, director, officer, executive, manager, agent, representative, independent contractor, consultant or otherwise: (i) solicit in any manner or seek to obtain the business of any person who is or was a customer or an active prospective customer of the Company or the Bank during the one-year period prior to the Expiration Date or Termination Date of Executive’s employment; or (ii) request or advise any customer, supplier, vendor or others who were cease doing business with the Company or the Bank during the one-year period prior to the Expiration Date or Termination Date of Executive’s employmentCompany, or any other person, to terminate, reduce, limit or change their business or reduce its relationship with the Company or the Bank; or (iii) induce, request refrain from establishing or attempt to influence any officer of the Company or the Bank to terminate his or her employment expanding a relationship with the Company or in respect of any work covered by a contract the Bank; provided, however, that nothing in this Section or any other provision Company was party to at the time of this Agreement shall preclude or prohibit Executive, if Executive’s Term his termination of employment with the Company and/or the Bank shall have expired (including any extensions, renewals or Executive’s employment shall have been early terminated, and within one year after the Expiration Date or Termination Date, Executive shall have accepted employment with a successor employer (“New Employer”), from (a) entering into discussions or negotiations with any customers or active prospective customers of the Company or the Bank referred to in subparagraph (i) above regarding their entering into business or customer relationships or opening accounts with the New Employer, or (b) engaging in discussions or negotiations with any officers of the Company or the Bank referred to in subparagraph (iii) above regarding their accepting employment with the New Employer, if in each such case such discussions and negotiations are not the result, directly or indirectly, of solicitations, inducements, approaches, overtures or other expressions of interest initiated by Executive with such customers or officers but rather are the result, directly or indirectly, replacements of any one such contracts, whether by way of recompetitions or more such actions taken by such customers or such officers with Executive in his capacity as an employee of New Employerotherwise).

Non-Solicitation. (a) Executive recognizes that shall not at any time during the business of the Company and the Bank is highly competitive, and therefore acknowledges and agrees that at all times while employed by the Company and/or the Bank and for a period of one year following his employment with the Expiration Date of Executive’s employment under this Agreement Company, or earlier termination of such employment, Executive shall not, directly or indirectly, individually or together with any other person, as owner, shareholder, investor, member, partner, proprietor, principal, director, officer, executive, manager, agent, representative, independent contractor, consultant or otherwise: (i) solicit in any manner or seek to obtain the business of any person who is or was a customer or an active prospective customer of the Company or the Bank during the one-one (1) year period prior to the Expiration Date or immediately following his Termination Date of Executive’s employment; or (ii) request or advise any customer, supplier, vendor or others who were doing business Employment with the Company or (“Non-Solicitation Period”), without the Bank during prior written consent of the one-year period prior to the Expiration Date or Termination Date Company, on behalf of Executive’s employment, himself or any other person, to terminate, reduce, limit solicit for employment or change their business or relationship with the Company or the Bank; or (iii) induce, request or attempt to influence employ any officer of the Company current officers or employees of the Bank to terminate his or her employment with the Company or the BankCompany; provided, however, that nothing in this Section or contained herein shall prohibit Executive from hiring employees of the Company when such employment results from general solicitations for employment. (b) Executive shall not at any other provision time during the period of this Agreement shall preclude or prohibit Executive, if Executive’s Term of his employment with the Company and/or Company, or during the Bank shall have expired Non-Solicitation Period, without the prior written consent of the Company, solicit for his own use, or Executive’s employment shall have been early terminatedfor the use of any company or person by whom he is employed, and within one year after or for whom he may be acting, any of the Expiration Date or Termination Date, Executive shall have accepted employment with a successor employer (“New Employer”), from (a) entering into discussions or negotiations with any customers or active prospective current customers of the Company, nor shall he divulge to any other person any information or fact relating to the management, business (including prospective business), finances, its customers or the terms of any of the contracts of the Company which has heretofore or which may hereafter come to the knowledge of Executive which is not freely available to the public. (c) Executive shall not, during the Non-Solicitation Period, in any way defame the Company or disparage its business capabilities, products, plans or management to any customer, potential customer, vendor, supplier, contractor, subcontractor of the Bank referred Company so as to in subparagraph affect adversely the goodwill or business of the Company. (id) above regarding their entering into business or customer relationships or opening accounts with the New EmployerExecutive covenants and agrees that a breach of these subparagraphs (a), or (b) engaging or (c) would immediately and irreparably harm the Company and that a remedy at law would be inadequate to compensate the Company for its losses by reason of such breach and therefore that the Company shall, in discussions addition to any rights and remedies available under this Agreement, at law or negotiations with otherwise, be entitled to any officers injunction to be issued by any court of competent jurisdiction enjoining and restraining Executive from committing any violation of these subparagraphs (a), (b) or (c), and Executive hereby consent to the issuance of such injunction. (e) For purposes of this Section 5 and in consideration of this Agreement, this non-solicitation agreement has been separately negotiated and bargained for, and constitutes a substantial portion of the Company or the Bank referred to in subparagraph (iii) above regarding their accepting employment with the New Employer, if in each such case such discussions and negotiations are not the result, directly or indirectly, of solicitations, inducements, approaches, overtures or other expressions of interest initiated by Executive with such customers or officers but rather are the result, directly or indirectly, of any one or more such actions taken by such customers or such officers with Executive in his capacity as an employee of New Employerconsideration for this Agreement.

Non-Solicitation. Executive recognizes that From and after the business of Execution Date and continuing through the Closing Date, the Company shall not, and the Bank is highly competitive, and therefore acknowledges and agrees that at all times while employed by Company shall cause the Company and/or the Bank and for a period of one year following the Expiration Date of Executive’s employment under this Agreement or earlier termination of such employment, Executive shall notSubsidiaries not to, directly or indirectly, individually authorize or together with permit any other personof their respective officers, as ownerdirectors, shareholderemployees, investoragents or representatives, memberincluding investment bankers, partnerfinancial advisors, proprietorattorneys, principal, director, officer, executive, manager, agent, representative, independent contractor, consultant consultants and accountants retained by or otherwise: (i) solicit in any manner or seek to obtain the business of any person who is or was a customer or an active prospective customer on behalf of the Company or the Bank during the one-year period prior any Company Subsidiary (collectively, “Representatives”), to, directly or indirectly, (i) initiate, solicit, knowingly encourage or take any other action designed to the Expiration Date facilitate any possible sale or Termination Date other disposition (whether by merger, stock sale, reorganization, recapitalization or otherwise) of Executive’s employment; or (ii) request or advise any customer, supplier, vendor or others who were doing business with the Company or the Bank during the one-year period prior to the Expiration Date or Termination Date of Executive’s employment, all or any other person, to terminate, reduce, limit material portion of the equity securities or change their business or relationship with the Company or the Bank; or (iii) induce, request or attempt to influence any officer assets of the Company or the Bank to terminate his or her employment any Company Subsidiary with the Company or the Bank; provided, however, that nothing in this Section or any other provision of this Agreement shall preclude or prohibit Executive, if Executive’s Term of employment with the Company and/or the Bank shall have expired or Executive’s employment shall have been early terminated, Person other than Parent and within one year after the Expiration Date or Termination Date, Executive shall have accepted employment with a successor employer its Affiliates (an “New EmployerAcquisition Proposal”), from (aii) entering enter into any agreement with respect to any Acquisition Proposal or (iii) engage or otherwise participate in discussions or negotiations regarding, or provide any information with respect to, or otherwise cooperate with, any proposal that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal. The Company shall, and shall cause the Company Subsidiaries and its Representatives to, immediately cease and terminate all existing discussions or negotiations with any customers Person with respect to any proposal that constitutes, or active prospective customers could reasonably be expected to lead to, an Acquisition Proposal. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section by any Representative or Affiliate of the Company or any Company Subsidiary shall be deemed to be a breach of this Section by the Bank referred Company. The restrictions in this Section 5.2 shall not apply to in subparagraph (i) above regarding their entering into business or customer relationships or opening accounts any negotiations, discussions with Chevron with respect the New Employer, or (b) engaging in discussions or negotiations with any officers exercise by Chevron of the Chevron Option Agreements. The Company or the Bank referred to shall notify Parent as soon as practicable (and in subparagraph any event within twenty-four (iii24) above regarding their accepting employment with the New Employerhours) orally, and promptly thereafter in writing, if in each such case such discussions and negotiations are not any Person makes any Acquisition Proposal. The Company shall keep Parent promptly informed of the result, directly or indirectly, of solicitations, inducements, approaches, overtures or other expressions of interest initiated by Executive with such customers or officers but rather are the result, directly or indirectly, status of any one or more such actions taken by such customers or such officers with Executive in his capacity as an employee of New EmployerAcquisition Proposal.

Non-Solicitation. (a) For the period ending one year from the date that Executive recognizes that executes this Agreement (“Restricted Period”), Executive (i) shall not solicit to leave the employ of the Company or hire any officer, employee or consultant of the Company; (ii) shall not solicit or take away the business of any of the customers or accounts of the Company, which were solicited or served by Executive at any time during Executive’s employment; (iii) shall not acquire, or assist any other party in acquiring, any shares of the Company for purposes of gaining control of the Company, or otherwise seek, or assist any other party in seeking any shares of the Company for purposes of gaining control of the Company; and (iv) shall not breach any term or condition of her Employee Proprietary Information and Invention Assignment Agreement, dated July 10, 2000, which shall remain in full force and effect during and after the Bank is highly competitive, and therefore Restricted Period. (b) Executive acknowledges and agrees that at all times while employed by because of the nature of the business in which the Company and/or is engaged and because of the Bank nature of the confidential information to which Executive had access during her employment, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any of the covenants of subsection (a), and remedies at law (such as monetary damages) for a period of one year following the Expiration Date any breach of Executive’s employment obligations under subsection (a) would be inadequate. Executive therefore agrees and consents that if she commits any breach of a covenant under subsection (a), the Company shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction without posting any bond or other security and without the necessity of proof of actual damage. With respect to any provision of subsection (a) that is finally determined to be unenforceable, Executive and the Company hereby agree that this Agreement or earlier termination of such employment, Executive any provision hereof shall not, directly or indirectly, individually or together with any other person, be reformed in a manner that retains as owner, shareholder, investor, member, partner, proprietor, principal, director, officer, executive, manager, agent, representative, independent contractor, consultant or otherwise: (i) solicit in any manner or seek to obtain the business of any person who is or was a customer or an active prospective customer much of the Company or original intent of the Bank during the one-year period prior Agreement as is both practicable and consistent with applicable law. If, subsequent to the Expiration Date or Termination Date of Executive’s employment; or (ii) request or advise Company seeking any customerrelief under this Paragraph 4, supplier, vendor or others who were doing business with the Company or the Bank during the one-year period prior fails to the Expiration Date or Termination Date of Executive’s employmentprove that Executive breached a covenant, or any other person, to terminate, reduce, limit or change their business or relationship with the Company will be fully liable for any fees or the Bank; or (iii) induce, request or attempt to influence any officer of the Company or the Bank to terminate his or her employment with the Company or the Bank; provided, however, that nothing expenses Executive has incurred in this Section or any other provision of this Agreement shall preclude or prohibit Executive, if Executive’s Term of employment with the Company and/or the Bank shall have expired or Executive’s employment shall have been early terminated, and within one year after the Expiration Date or Termination Date, Executive shall have accepted employment with defending herself against such a successor employer (“New Employer”), from (a) entering into discussions or negotiations with any customers or active prospective customers of the Company or the Bank referred to in subparagraph (i) above regarding their entering into business or customer relationships or opening accounts with the New Employer, or (b) engaging in discussions or negotiations with any officers of the Company or the Bank referred to in subparagraph (iii) above regarding their accepting employment with the New Employer, if in each such case such discussions and negotiations are not the result, directly or indirectly, of solicitations, inducements, approaches, overtures or other expressions of interest initiated by Executive with such customers or officers but rather are the result, directly or indirectly, of any one or more such actions taken by such customers or such officers with Executive in his capacity as an employee of New Employerclaim.

Non-Solicitation. (i) The Executive recognizes specifically acknowledges that the Confidential Information described in this Section 12 includes confidential data pertaining to current and prospective customers of the Company, that such data is a valuable and unique asset of the Company’s business and that the success or failure of the Company’s specialized business is dependent in large part upon the Company’s ability to establish and maintain close and continuing personal contacts and working relationships with such customers, and to develop proposals which are specifically designed to meet the requirements of such customers. Therefore, the Executive agrees that during the Term of this Agreement, and for a period of one (1) year after the Date of Termination, he will not, except on behalf of the Company or with the Company’s express written consent, solicit, either directly or indirectly, on his own behalf or on behalf of any other person or entity, any customers or targeted potential customers with whom he had contact before the Date of Termination to take any action which could reasonably be expected to adversely affect the Company. (ii) The Executive specifically acknowledges that the Confidential Information described in this Section 12 also includes confidential data pertaining to current and prospective employees and agents of the Company, and the Bank is highly competitive, and therefore acknowledges and Executive further agrees that at all times while employed by during the Company and/or the Bank Term of this Agreement, and for a period of one (1) year following after the Expiration Date of Executive’s employment under this Agreement or earlier termination of such employmentTermination, the Executive shall not, will not directly or indirectlyindirectly solicit, individually induce or together with attempt to induce, on his own behalf or on behalf of any other personperson or entity, as owner, shareholder, investor, member, partner, proprietor, principal, director, officer, executive, manager, agent, representative, independent contractor, consultant or otherwise: (i) solicit in any manner or seek to obtain the business services of any person who is or was a customer or an active prospective customer employee of the Company or solicit any of the Bank during the one-year period prior Company’s employees, consultants or agents to the Expiration Date terminate their employment or Termination Date of Executive’s employment; or (ii) request or advise any customer, supplier, vendor or others who were doing business agency with the Company or the Bank during the one-year period prior to the Expiration Date or Termination Date of Executive’s employment, or take any other personactions which would otherwise cause the Company’s employees, consultants or agents to terminateviolate any Company policy, reduce, limit program or change their business or relationship with the Company or the Bank; orplan. (iii) induceThe Executive specifically acknowledges that the Confidential Information described in this Section 12 also includes confidential data pertaining to current and prospective vendors and suppliers of the Company, request and the Executive agrees that during the Term of this Agreement, and for a period of one (1) year after the Date of Termination, the Executive will not directly or attempt to influence indirectly solicit, on his own behalf or on behalf of any officer other person or entity, any vendor or supplier of the Company for the purpose of terminating or changing (in an adverse manner) such vendor’s or supplier’s relationship or agency with the Bank Company. (iv) For purposes of this Section 12(a), references to terminate his or her employment with the Company mean the Company or the Bank; provided, however, that nothing in this Section any existing or any other provision of this Agreement shall preclude or prohibit Executive, if Executive’s Term of employment with the Company and/or the Bank shall have expired or Executive’s employment shall have been early terminated, and within one year after the Expiration Date or Termination Date, Executive shall have accepted employment with a successor employer (“New Employer”), from (a) entering into discussions or negotiations with any customers or active prospective customers future subsidiary of the Company or the Bank referred to in subparagraph (i) above regarding their entering into business or customer relationships or opening accounts with the New Employer, or (b) engaging in discussions or negotiations with and any officers of the Company or the Bank referred to in subparagraph (iii) above regarding their accepting employment with the New Employer, if in each such case such discussions and negotiations are not the result, other entities that directly or indirectly, of solicitations, inducements, approaches, overtures or other expressions of interest initiated by Executive with such customers or officers but rather are the result, directly or indirectly, of any through one or more such actions taken intermediaries, control, are controlled by such customers or such officers are under common control with Executive in his capacity as an employee of New Employerthe Company.

Non-Solicitation. Executive recognizes that (a) For a period of two (2) years from and after the business Closing Date, neither Restaurant Holdings nor Mac Management Investors shall solicit for employment any management employee of the Company and or its Subsidiaries (including any restaurant manager) (such employees, the Bank “Management Employees”) without the prior written consent of the Purchaser, such consent to be granted or withheld in the sole discretion of the Purchaser; provided, however, that, nothing in this Section 8.1 shall be deemed to prohibit any Person from (i) placing advertisements in newspapers or other media of general circulation advertising employment opportunities, or using an executive search firm, and, subject to Section 8.1(b), hiring any Management Employee who responds to any such general solicitation or otherwise initiates any inquiry with or otherwise contacts any such Person or (ii) subject to Section 8.1(b), hiring any Management Employee who is highly competitive, and therefore acknowledges and agrees that at all times while no longer employed by the Company and/or the Bank and for a period of one year following the Expiration Date of Executive’s employment under this Agreement or earlier its Subsidiaries (whether due to resignation, termination of such employment, Executive shall not, directly or indirectly, individually or together with any other person, as owner, shareholder, investor, member, partner, proprietor, principal, director, officer, executive, manager, agent, representative, independent contractor, consultant or otherwise:retirement). (ib) solicit Notwithstanding anything set forth in Section 8.1(a), any manner Management Employee who resigns, retires or seek to obtain the business of any person who is or was a customer or an active prospective customer of the Company or the Bank during the one-year period prior to the Expiration Date or Termination Date of Executive’s employment; or (ii) request or advise any customer, supplier, vendor or others who were doing business with the Company or the Bank during the one-year period prior to the Expiration Date or Termination Date of Executive’s employment, or any other person, to terminate, reduce, limit or change their business or relationship with the Company or the Bank; or (iii) induce, request or attempt to influence any officer of the Company or the Bank to terminate terminated for cause from his or her employment with the Company or the Bank; provided, however, that nothing its Subsidiaries (including as a result of accepting employment in this accordance with Section or any other provision of this Agreement 8.1(a)(i)) shall preclude or prohibit Executive, if Executive’s Term of be prohibited from commencing employment with Restaurant Holdings or Mac Management Investors for a period of three (3) months from the Company and/or date of such resignation, retirement or termination for cause. In the Bank shall have expired or Executive’s employment shall have been early terminated, and within one year after the Expiration Date or Termination Date, Executive shall have accepted employment with a successor employer (“New Employer”), from (a) entering into discussions or negotiations with event that any customers or active prospective customers of Management Employee is terminated by the Company or the Bank referred to in subparagraph its Subsidiaries without cause, such three (i3) above regarding their entering into business or customer relationships or opening accounts with the New Employer, or month period shall not be applicable. (bc) engaging in discussions or negotiations with Each of Restaurant Holdings and Mac Management Investors acknowledges and agrees that money damages shall not be an adequate remedy for any officers breach of the Company provisions of this Section 8.1 and that, in such event, Purchaser shall be entitled to seek specific performance or injunctive relief from any court of competent jurisdiction in order to enforce any violations of the Bank referred to in subparagraph (iii) above regarding their accepting employment with the New Employer, if in each such case such discussions and negotiations are not the result, directly or indirectly, provisions of solicitations, inducements, approaches, overtures or other expressions of interest initiated by Executive with such customers or officers but rather are the result, directly or indirectly, of any one or more such actions taken by such customers or such officers with Executive in his capacity as an employee of New Employerthis Section 8.1.

Non-Solicitation. Executive recognizes that the business of the Company and the Bank is highly competitive, and therefore acknowledges and agrees that at all times while employed by the Company and/or the Bank and for For a period of one year following eighteen (18) months after the Expiration Date of Executive’s employment under this Agreement or earlier termination of such employmentthe Employee's employment by the Company, Executive shall notthe Employee will not solicit or service, directly or indirectly, individually business on Employee's own behalf, or together on behalf of any person or legal entity with any other person, whom Employee may be associated as owner, shareholder, investor, memberemployee, partner, proprietorassociate, principal, director, officer, executive, manager, agent, representative, independent contractor, consultant agent or otherwise: (i) solicit in any manner other capacity, from any Customer Project, whether or not Employee had significant dealings with that Customer Project. This paragraph prohibits solicitation of, and sales to, Customer Projects of any and all products or services that would compete with those normally provided by the Company at the time Employee leaves the Company. Any dealings in products or services that are not competitive with those normally provided by the Company are not prohibited by this paragraph. Employee will not solicit or seek to obtain the business of any person who is or was a customer or an active prospective customer of the Company or the Bank during the one-year period prior to the Expiration Date or Termination Date of Executive’s employment; or (ii) request or advise any customer, supplier, vendor or others who were doing business with the Company or the Bank during the one-year period prior to the Expiration Date or Termination Date of Executive’s employment, or any other person, to terminate, reduce, limit or change their business or relationship with the Company or the Bank; or (iii) induce, request or attempt to influence any officer of the Company or the Bank to terminate his or her employment with the Company or the Bank; provided, however, that nothing in this Section or any other provision of this Agreement shall preclude or prohibit Executive, if Executive’s Term of employment with the Company and/or the Bank shall have expired or Executive’s employment shall have been early terminated, and within one year after the Expiration Date or Termination Date, Executive shall have accepted employment with a successor employer (“New Employer”), from (a) entering into discussions or negotiations with any customers or active prospective customers of the Company or the Bank referred to in subparagraph (i) above regarding their entering into business or customer relationships or opening accounts with the New Employer, or (b) engaging in discussions or negotiations with any officers of the Company or the Bank referred to in subparagraph (iii) above regarding their accepting employment with the New Employer, if in each such case such discussions and negotiations are not the resultinfluence, directly or indirectly, any employee, contractor, or agent of solicitationsthe Company to terminate his relationship with the Company. For purposes of this Section 10, inducements"Customer Project" shall mean any project which: (i) the Company has an existing contract to perform services under at the time of the termination of this Agreement; (ii) the Company has bid to obtain a contract for in the 12 months preceding the termination of this Agreement, approachesor (iii) the Company had formed an intention to submit a bid to perform services for any time prior to the termination of this Agreement and which the Company actually submits a bid for within the 120 day period following termination of this Agreement. Following termination of this Agreement, overtures if Employee, or other expressions of interest initiated by Executive with such customers a person or officers but rather are the result, an entity that directly or indirectlyindirectly employs Employee enters into a contract for a Customer Project to provide products or services that would compete with those normally provided by Company, it will be deemed prima facie evidence of any one or more such actions taken by such customers or such officers with Executive in his capacity as an employee a violation of New Employerthis paragraph 10(b).

Non-Solicitation. Executive recognizes that (a) During the business period commencing on the date hereof and ending on the last day of the Company and the Bank is highly competitive, and therefore acknowledges and agrees that at all times while employed by the Company and/or the Bank and for a period of one year twelfth (12th) full calendar month following the Expiration Date of Executive’s employment under this Agreement Employee's termination for any reason whatsoever including but not limited to involuntary termination (with or earlier termination of such employment4 without Cause) and/or voluntary termination, Executive shall Employee hereby covenants that he will not, directly or indirectly, individually solicit, entice or together with induce any other person, Customer or Supplier (as owner, shareholder, investor, member, partner, proprietor, principal, director, officer, executive, manager, agent, representative, independent contractor, consultant or otherwise: defined below) of the Company to (i) solicit become a Customer or Supplier of any other person or entity engaged in any manner or seek to obtain the business of activity that competes with any person who is or was a customer or an active prospective customer of business conducted by the Company or the Bank at any time during the one-year period prior to the Expiration Date or Termination Date of Executive’s employment; or (ii) request or advise any customer, supplier, vendor or others who were doing business Employee's employment with the Company or the Bank during the one-year period prior to the Expiration Date or Termination Date of Executive’s employmentCompany, or any other person, to terminate, reduce, limit or change their business or relationship with planned by the Company or at any time during the Bank; or (iii) induce, request or attempt to influence any officer period of the Company or the Bank to terminate his or her Employee's employment with the Company or (ii) cease doing business with the Bank; providedCompany, however, and Employee agrees that nothing he will not assist any person or entity in taking any action described in the foregoing clauses (i) and (ii). For purposes of this Section or any other provision 6, (A) a “Customer” of this Agreement shall preclude or prohibit Executive, if Executive’s Term of employment with the Company and/or means any person, corporation, partnership, trust, division, business unit, department or agency which, at the Bank time of termination or within one year prior thereto, shall have expired be or Executive’s employment shall have been early terminateda customer, and within one year after the Expiration Date distributor or Termination Date, Executive shall have accepted employment with a successor employer (“New Employer”), from (a) entering into discussions or negotiations with any customers or active prospective customers agent of the Company or shall be or shall have been contacted by the Bank referred Company for the purpose of soliciting it to become a customer, distributor or agent of the Company; and (B) a “Supplier” of the Company means any person, corporation, partnership, trust, division, business unit, department or agency which, at the time of termination or within one year prior thereto, shall be or shall have been a supplier, vendor, manufacturer or developer for any product or service or significant component used in subparagraph (i) above regarding their entering into business any product or customer relationships or opening accounts with service of the New Employer, or Company. (b) engaging in discussions or negotiations with any officers During the period commencing on the date hereof and ending on the last day of the Company twenty-fourth (24th) full calendar month following the Employee's termination for any reason whatsoever, including but not limited to involuntary termination (with or without Cause) and/or voluntary termination, the Bank referred to in subparagraph (iii) above regarding their accepting employment with the New Employer, if in each such case such discussions and negotiations are not the resultEmployee will not, directly or indirectly, induce other employees of solicitations, inducements, approaches, overtures the Company to terminate their employment with the Company or other expressions of interest initiated by Executive with such customers or officers but rather are the result, directly or indirectly, of engage in any one or more such actions taken by such customers or such officers with Executive in his capacity as an employee of New EmployerCompeting Business.

Non-Solicitation. Executive recognizes that the business of the You agree that, while you are employed by any System Company and during the Bank is highly competitiveNon-Compete Period (or, and therefore acknowledges and agrees that at all times while employed by if later, the last day you are scheduled to receive cash severance payments from your System Company and/or employer pursuant to any severance plan or other agreement), except in the Bank and for a period good faith performance of one year following your duties to the Expiration Date of Executive’s employment under this Agreement or earlier termination of such employmentSystem Companies, Executive you shall not, other than as authorized in writing by the General Counsel of the Company: (I) directly or indirectlyindirectly advise, individually solicit, induce, hire, encourage or together with assist in the hiring process, or advise, cause, encourage or assist others to solicit, induce or hire, any other person, as owner, shareholder, investor, member, partner, proprietor, principal, director, officer, executive, manager, agent, representative, independent contractor, employee or consultant or otherwise: (i) solicit in any manner or seek to obtain the business of any person who is or was a customer or an active prospective customer of the System Company or the Bank any individual who was an employee or consultant of any System Company at any time during the onesix-year month period immediately prior to the Expiration Date such action or Termination Date of Executive’s employment; or (ii) request or advise any customer, supplier, vendor or others who were doing business with the Company or the Bank during the one-year period prior to the Expiration Date or Termination Date of Executive’s employment, or any other person, to terminate, reduce, limit or change their business or relationship with the Company or the Bank; or (iiiII) induce, request encourage, persuade or attempt cause others to influence induce, encourage, or persuade any officer employee or consultant of the any System Company to cease providing services to any System Company or the Bank in any way to terminate his modify such employee’s or her employment consultant’s relationship with the any System Company or (III) within the BankRestricted Territory, directly or indirectly solicit the trade, business or patronage of any clients, customers or vendors or prospective clients, customers or vendors of any System Company to provide competing products or services or advise, or assist such clients, customers or vendors or prospective clients, customers or vendors to in any way modify their relationship with any System Company. The foregoing non-solicitation (I) shall not be violated by general advertising not targeted at the forgoing persons or entities; provided(II) shall not apply to solicitation of persons involuntarily terminated from System Company employment; and (III) shall only apply to persons or entities (x) who reported directly or indirectly to you; (y) with whom you had material contact while at a System Company; or (z) about whom or which you possessed (1) information regarding quality of performance while they were employed by a System Company, however, that nothing in this Section or any other provision of this Agreement shall preclude or prohibit Executive, if Executive’s Term of employment with which information you would not otherwise have except for the Company and/or the Bank shall have expired or Executive’s employment shall have been early terminated, and within one year after the Expiration Date or Termination Date, Executive shall have accepted employment position you held with a successor employer (“New Employer”), from (a) entering into discussions or negotiations with any customers or active prospective customers of the Company or the Bank referred to in subparagraph (i) above regarding their entering into business or customer relationships or opening accounts with the New EmployerSystem Company, or (b2) engaging in discussions or negotiations with any officers of the Company or the Bank referred to in subparagraph (iii) above regarding their accepting employment with the New Employer, if in each such case such discussions and negotiations are not the result, directly or indirectly, of solicitations, inducements, approaches, overtures or other expressions of interest initiated by Executive with such customers or officers but rather are the result, directly or indirectly, of any one or more such actions taken by such customers or such officers with Executive in his capacity as an employee of New EmployerConfidential Information.

Non-Solicitation. Executive recognizes that the business of Except as necessary, appropriate or desirable to perform his duties to the Company and the Bank is highly competitive, and therefore acknowledges and agrees that at all times while employed by the Company and/or the Bank and for a period of one year following the Expiration Date of Executive’s employment under this Agreement or earlier termination of such during his employment, Executive Barrack shall notnot during the Restricted Period, without CFI’s prior written consent, (i) directly or indirectly, individually on his own behalf or together with for any other personPerson, as ownerknowingly (A) solicit or induce any (x) officer, shareholder, investor, member, partner, proprietor, principal, or director, officer, executive, manager, agent, representative, or (y) employee or independent contractor, consultant or otherwise: (i) solicit in any manner or seek to obtain the business of any person who is or was a customer or an active prospective customer contractor of the Company who is a natural person that provides consulting or the Bank during the one-year period prior advisory services with respect to the Expiration Date sourcing or Termination Date of Executive’s employment; or (ii) request consummating financings or advise any customerinvestments, supplierin either case, vendor or others who were doing business with the Company or the Bank during the one-year period prior to the Expiration Date or Termination Date of Executive’s employment, or any other person, to terminate, reduce, limit or change their business or relationship with the Company or the Bank; or (iii) induce, request or attempt to influence any officer of the Company or the Bank to terminate his or her relationship with the Company, or (B) hire any such individual whom Barrack knows left the employment of the Company during the previous 12 months or (ii) directly or indirectly, on his own behalf or for any other Person, solicit or induce any investors to terminate (or diminish in any material respect) his, her or its relationship with the Company. For the avoidance of doubt, identification or doing business with or co-investing with any limited partners, investors, financing sources or capital markets intermediaries with regard to activity that is not prohibited by Section 3 above shall not be deemed to be a breach of this Section 4 or otherwise. Barrack shall not be in violation of this Section 4 by reason of providing a personal reference for any officer, director or employee of the Company or soliciting individuals for employment through a general advertisement not targeted specifically to officers, directors or employees of the BankCompany. This Section 4 shall not prohibit Barrack from (x) soliciting or hiring any of the Persons listed on Exhibit 2 attached hereto or (y) engaging the services of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇▇ during their employment with CFI solely in connection with Permitted Activities engaged in by Barrack; provided, however, that nothing with respect to clause (y), such employees will only provide services in connection with Permitted Activities consistent with services provided prior to the Effective Date. In addition, except as otherwise provided in this Section 4, during the Restricted Period, in the event that Barrack engages the services of any Business Employee in connection with any business of CC following the Effective Date or any other provision of this Agreement shall preclude or prohibit Executive, if Executive’s Term of employment in connection with the Company and/or Permitted Activities engaged in by Barrack, Barrack shall pay a reasonable fee (based on such Business Employee’s then current compensation and cost of providing benefits, relative to the Bank shall have expired or Executiveamount of such Business Employee’s employment shall have been early terminated, and within one year after the Expiration Date or Termination Date, Executive shall have accepted employment with a successor employer (“New Employer”), from (abusiness time spent performing such services to Barrack) entering into discussions or negotiations with any customers or active prospective customers of to the Company or for the Bank referred to in subparagraph (i) above regarding their entering into business or customer relationships or opening accounts with the New Employer, or (b) engaging in discussions or negotiations with any officers services of the Company or the Bank referred to in subparagraph (iii) above regarding their accepting employment with the New Employer, if in each such case such discussions and negotiations are not the result, directly or indirectly, of solicitations, inducements, approaches, overtures or other expressions of interest initiated by Executive with such customers or officers but rather are the result, directly or indirectly, of any one or more such actions taken by such customers or such officers with Executive in his capacity as an employee of New EmployerBusiness Employee.

Non-Solicitation. Executive recognizes that In view of the unique and valuable services it is expected Employee will render to the Companies, Employee's knowledge of the customers, trade secrets, and other proprietary information relating to the business of the Company and its customers and suppliers and similar knowledge regarding the Bank Companies it is highly competitiveexpected Employee will obtain, and therefore acknowledges and agrees that at all times while employed by in consideration of the Company and/or the Bank and for a period of one year following the Expiration Date of Executive’s employment under this Agreement or earlier termination of such employmentcompensation to be received hereunder, Executive shall not, directly or indirectly, individually or together with any other person, as owner, shareholder, investor, member, partner, proprietor, principal, director, officer, executive, manager, agent, representative, independent contractor, consultant or otherwiseEmployee agrees: (i) that he will not during the Employment Period directly or indirectly reveal the name of, solicit in or interfere with, or endeavor to entice away from any manner or seek to obtain the business of any person who is or was a customer or an active prospective customer of the Company Companies any of its suppliers, customers, contractors, consultants, or the Bank during the one-year period prior to the Expiration Date or Termination Date of Executive’s employmentemployees; orand (ii) request for a period of twelve months after he ceases to be employed by any of the Companies under this Agreement or advise otherwise that neither he nor any customer, supplier, vendor or others who were doing business with the Company or the Bank during the one-year period prior to the Expiration Date or Termination Date of Executive’s employmenthis affiliates will: (A) intentionally solicit, or induce any other personemployee, to terminatecontractor, reduce, limit or change their business or relationship with the Company or the Bank; or (iii) induce, request or attempt to influence consultant of any officer of the Company or the Bank Companies to terminate his or her his employment with the Company therewith or the Bankhire/contract any person who within twelve (12) months preceding such hiring had been employed thereby; provided, however, that nothing this subsection (A) shall not prohibit such action with respect to any person whose employment is terminated or suspended by any of the Companies; and (B) in this Section any manner, other than fair competition, intentionally (1) cause or attempt to cause any customer, supplier or other provision independent contractor of this Agreement shall preclude any of the Companies to reduce the level of business theretofore conducted by such customer, supplier or prohibit Executiveother independent contractor, if Executive’s Term of employment with the Company and/or the Bank shall have expired or Executive’s employment shall have been early terminatedto cease doing business, and within one year after the Expiration Date or Termination Date, Executive shall have accepted employment with a successor employer (“New Employer”), from (a) entering into discussions or negotiations with any customers or active prospective customers of the Company or the Bank referred to in subparagraph (i) above regarding their entering into business or customer relationships or opening accounts with the New EmployerCompanies, or (b2) engaging in discussions discourage or negotiations attempt to discourage any prospective customer, supplier or other independent contractor from doing business with any officers of the Company or the Bank referred to in subparagraph (iii) above regarding their accepting employment with the New Employer, if in each such case such discussions and negotiations are not the result, directly or indirectly, of solicitations, inducements, approaches, overtures or other expressions of interest initiated by Executive with such customers or officers but rather are the result, directly or indirectly, of any one or more such actions taken by such customers or such officers with Executive in his capacity as an employee of New EmployerCompanies.

Non-Solicitation. Executive recognizes Additionally, you agree that the business of the Company and the Bank is highly competitive, and therefore acknowledges and agrees that at all times while employed by the Company and/or the Bank so long as you are in Medscape's employ and for a period of one year following after the Expiration Date of Executive’s employment under this Agreement or earlier termination of such employmentemployment for any reason whatsoever, Executive shall you will not, within the United States and its territories and possessions, or in any other geographical area in which the Company has an office or a client (the "Medscape Territory"), directly or indirectly, individually on your own behalf or together on behalf of anyone else engaged in a business which is directly competitive with any other personthe Company, as owner, shareholder, investor, member, partner, proprietor, principal, director, officer, executive, manager, agent, representative, independent contractor, consultant or otherwise: without the prior written consent of the Company: (i) solicit in persuade or attempt to persuade any manner or seek to obtain the business of any person who is or was a customer or an active prospective customer of the Company or its affiliates as of the Bank during date of the one-year period prior termination of your employment, to cease doing business with, or to reduce the Expiration Date amount of business it does with, the Company or Termination Date its affiliates or solicit the business of Executive’s employmentany of the Company's or its affiliates' customers as of the date of the termination of your employment hereunder; or (ii) request render to or advise for any customer, supplier, vendor or others who were doing business with customer of the Company or as of the Bank during date of the one-year period prior to termination of your employment hereunder any services of the Expiration Date or Termination Date of Executive’s employment, or any other person, to terminate, reduce, limit or change their business or relationship with type rendered by the Company to its customers unless such services are rendered as an employee or consultant of the BankCompany; or or (iii) induce, request solicit or attempt encourage to influence any officer leave the employ of the Company or its affiliates, or to become employed by any person other than the Bank to terminate his or her employment with Company, any employee of the Company or the Bank; providedits affiliates, however, that nothing in this Section or any other provision individual who was an employee of this Agreement shall preclude or prohibit Executive, if Executive’s Term of employment with the Company and/or or its affiliates during the Bank shall have expired or Executive’s employment shall have been early terminated, one year prior to the termination of your employment. You further agree that so long as you are in the Company's employ and within for a period of one year after the Expiration Date or Termination Datetermination of such employment for any reason whatsoever, Executive shall have accepted employment with a successor employer (“New Employer”)you will not, from (a) entering into discussions or negotiations with any customers or active prospective customers of within the Company or the Bank referred to in subparagraph (i) above regarding their entering into business or customer relationships or opening accounts with the New Employer, or (b) engaging in discussions or negotiations with any officers of the Company or the Bank referred to in subparagraph (iii) above regarding their accepting employment with the New Employer, if in each such case such discussions and negotiations are not the resultMedscape Territory, directly or indirectly, on your own behalf or on behalf of solicitationsanyone else engaged in a business which is directly competitive with the Company, inducementswithout the prior written consent of the Company, approaches, overtures or other expressions of interest initiated by Executive with such customers or officers but rather are the result, directly or indirectly, of employ any one or more such actions taken by such customers or such officers with Executive in his capacity as an employee of New Employer.the Company or its affiliates,

Non-Solicitation. Executive recognizes that (a) From the business date hereof until the earlier of the Company termination of this Agreement and the Bank is highly competitiveClosing, and therefore acknowledges and agrees that at all times while employed by the Company and/or the Bank shall not and for a period shall cause its Affiliates and any of one year following the Expiration Date of Executive’s employment under this Agreement its or earlier termination of such employment, Executive shall their Representatives to not, directly or indirectly, individually or together with any other person, as owner, shareholder, investor, member, partner, proprietor, principal, director, officer, executive, manager, agent, representative, independent contractor, consultant or otherwise: indirectly (i) solicit encourage, solicit, initiate, facilitate or continue inquiries, proposals or offers (written or oral) regarding a Company Acquisition Proposal; (ii) enter into discussions or negotiations with, or furnish or disclose any non-public information to, any Person in connection with or that could reasonably be expected to lead to a possible Company Acquisition Proposal; (iii) enter into any agreements, arrangements, understandings or other instruments (whether or not binding) regarding a Company Acquisition Proposal; or (iv) otherwise cooperate in any manner way with, or assist or participate in, or knowingly facilitate or encourage any effort or attempt by any Person to do or seek to obtain the business of do any person who is or was a customer or an active prospective customer of the foregoing. The Company or the Bank during the one-year period prior shall immediately cease and cause to the Expiration Date or Termination Date be terminated and shall cause its Affiliates and all of Executive’s employment; or (ii) request or advise any customer, supplier, vendor or others who were doing business with the Company or the Bank during the one-year period prior its and their representatives to the Expiration Date or Termination Date of Executive’s employment, or any other person, immediately cease and cause to terminate, reduce, limit or change their business or relationship with the Company or the Bank; or (iii) induce, request or attempt to influence any officer of the Company or the Bank to terminate his or her employment with the Company or the Bank; provided, however, that nothing in this Section or any other provision of this Agreement shall preclude or prohibit Executive, if Executive’s Term of employment with the Company and/or the Bank shall have expired or Executive’s employment shall have been early be terminated, and within one year after the Expiration Date or Termination Date, Executive shall have accepted employment with a successor employer (“New Employer”), from (a) entering into all existing discussions or negotiations with any customers Persons conducted heretofore with respect to, or active prospective customers that could lead to, a Company Acquisition Proposal. For purposes hereof, “Company Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Acquiror or any of the Company or the Bank referred to in subparagraph its Affiliates) concerning (i) above regarding their entering into a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company; (ii) the issuance or customer relationships acquisition of outstanding shares of capital stock or opening accounts with the New Employer, or (b) engaging in discussions or negotiations with any officers other Equity Securities of the Company Company; or the Bank referred to in subparagraph (iii) above regarding their accepting employment with the New Employersale, if in each such case such discussions and negotiations are not the resultlease, directly or indirectly, of solicitations, inducements, approaches, overtures exchange or other expressions disposition of interest initiated by Executive with such customers all or officers but rather are substantially all of the resultCompany’s properties or assets or equity interests; provided, directly or indirectly, of any one or more such actions taken by such customers or such officers with Executive in his capacity as an employee of New Employerthat no Company Interim Financing shall be deemed to constitute a Company Acquisition Proposal.

Non-Solicitation. Executive recognizes The Employee agrees that during the business of Employee's employment with the Company and the Bank is highly competitive, and therefore acknowledges and agrees that at all times while employed by the Company and/or the Bank and for a an additional period of one year the two (2) years immediately following the Expiration Date of Executive’s employment under this Agreement or earlier termination of such employmentthe Employee's employment with the Company, Executive the Employee shall not, not directly or indirectly, individually as an individual or together with any other person, as owner, shareholder, investor, member, partner, proprietor, principal, a director, officer, executive, manager, agent, representative, independent contractor, consultant employee, consultant, partner, investor or otherwise: in any other capacity with any corporation, partnership or other person or entity, other than the Company (an "Other Entity"), (i) solicit in any manner contact or seek to obtain the business of communicate with any person or entity who is or was a customer or an active prospective client of the Company in the Business during the period in which the Employee was employed by the Company, or any person or entity with whom the Company had discussions regarding that person or entity becoming a client or customer of the Company or in the Bank Business during the one-year period prior in which the Employee was employed by the Company, for the purpose of inducing any such customer or client to move its account from the Company to another company in the Business or otherwise terminate or modify in a manner that is adverse to the Expiration Date or Termination Date of Executive’s employment; or (ii) request or advise any customer, supplier, vendor or others who were doing business with the Company or the Bank during the one-year period prior to the Expiration Date or Termination Date of Executive’s employment, or any other person, to terminate, reduce, limit or change their business or its relationship with the Company or the Bank; or (iii) induce, request or attempt to influence any officer of the Company or the Bank to terminate his or her employment with the Company or the BankCompany; provided, however, that nothing in this Section sentence shall prevent the Employee from becoming employed by or providing consulting services to any such customer or client of the Company in the Business, or (ii) solicit any other employee of the Company for employment or a consulting or other services arrangement with an Other Entity or to otherwise terminate their employment with the Company. The restrictions of this Section 3.3 shall not be deemed to prevent the Employee from owning not more than five per cent (5%) of the issued and outstanding shares of any class of securities of an issuer whose securities are listed on a national securities exchange or registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended. In the event a court of competent jurisdiction determines that the foregoing restriction is unreasonable in terms of geographic scope or otherwise then the court is hereby authorized to reduce the scope of said restriction and enforce this Section 3.3 as so reduced. If any sentence, word or provision of this Section 3.3 shall be severed herefrom and the remainder shall be enforced as it the unenforceable sentence, word or provision did not exist. Notwithstanding any provision of this Agreement to the contrary, the terms and conditions of this Section 3.3 shall preclude or prohibit Executive, if Executive’s Term survive for a period of two (2) years following termination of the Employee's employment with the Company and/or Company, at which time the Bank terms and conditions of this Section 3.3 shall have expired or Executive’s employment shall have been early terminated, and within one year after the Expiration Date or Termination Date, Executive shall have accepted employment with a successor employer (“New Employer”), from (a) entering into discussions or negotiations with any customers or active prospective customers of the Company or the Bank referred to in subparagraph (i) above regarding their entering into business or customer relationships or opening accounts with the New Employer, or (b) engaging in discussions or negotiations with any officers of the Company or the Bank referred to in subparagraph (iii) above regarding their accepting employment with the New Employer, if in each such case such discussions and negotiations are not the result, directly or indirectly, of solicitations, inducements, approaches, overtures or other expressions of interest initiated by Executive with such customers or officers but rather are the result, directly or indirectly, of any one or more such actions taken by such customers or such officers with Executive in his capacity as an employee of New Employerterminate.

Non-Solicitation. Executive recognizes that the business of the Company and the Bank is highly competitive, and therefore acknowledges and agrees that at all times while employed by the Company and/or the Bank and for For a period of one year following twelve (12) months after the Expiration Date of Executive’s employment under this Agreement or earlier termination of such employmentthe Employee's employment by the Company, Executive shall notthe Employee will not solicit or service, directly or indirectly, individually business on Employee's own behalf, or together on behalf of any person or legal entity with any other person, whom Employee may be associated as owner, shareholder, investor, memberemployee, partner, proprietorassociate, principal, director, officer, executive, manager, agent, representative, independent contractor, consultant agent or otherwise: (i) solicit in any manner other capacity, from any Customer Project, whether or not Employee had significant dealings with that Customer Project. This paragraph prohibits solicitation of, and sales to, Customer Projects of any and all products or services that would compete with those normally provided by the Company at the time Employee leaves the Company. Any dealings in products or services that are not competitive with those normally provided by the Company are not prohibited by this paragraph. Employee will not solicit or seek to obtain the business of any person who is or was a customer or an active prospective customer of the Company or the Bank during the one-year period prior to the Expiration Date or Termination Date of Executive’s employment; or (ii) request or advise any customer, supplier, vendor or others who were doing business with the Company or the Bank during the one-year period prior to the Expiration Date or Termination Date of Executive’s employment, or any other person, to terminate, reduce, limit or change their business or relationship with the Company or the Bank; or (iii) induce, request or attempt to influence any officer of the Company or the Bank to terminate his or her employment with the Company or the Bank; provided, however, that nothing in this Section or any other provision of this Agreement shall preclude or prohibit Executive, if Executive’s Term of employment with the Company and/or the Bank shall have expired or Executive’s employment shall have been early terminated, and within one year after the Expiration Date or Termination Date, Executive shall have accepted employment with a successor employer (“New Employer”), from (a) entering into discussions or negotiations with any customers or active prospective customers of the Company or the Bank referred to in subparagraph (i) above regarding their entering into business or customer relationships or opening accounts with the New Employer, or (b) engaging in discussions or negotiations with any officers of the Company or the Bank referred to in subparagraph (iii) above regarding their accepting employment with the New Employer, if in each such case such discussions and negotiations are not the resultinfluence, directly or indirectly, any employee, contractor, or agent of solicitationsthe Company to terminate his relationship with the Company. For purposes of this Section 10, inducements"Customer Project" shall mean any project which: (I) the Company has an existing contract to perform services under at the time of the termination of this Agreement; (ii) the Company has bid to obtain a contract for in the 12 months preceding the termination of this Agreement, approachesor (iii) the Company had formed an intention to submit a bid to perform services for any time prior to the termination of this Agreement and which the Company actually submits a bid for within the 120 day period following termination of this Agreement. Following termination of this Agreement, overtures if Employee, or other expressions of interest initiated by Executive with such customers a person or officers but rather are the result, an entity that directly or indirectlyindirectly employs Employee enters into a contract for a Customer Project to provide products or services that would compete with those normally provided by Company, it will be deemed prima facie evidence of any one or more such actions taken by such customers or such officers with Executive in his capacity as an employee a violation of New Employerthis paragraph 10(b).

Non-Solicitation. Executive recognizes Employee agrees and reaffirms that the business of this Agreement does not, supersede, revoke, or cancel Employee’s obligations to the Company under any preexisting agreements, including but not limited to the ECIA, or any other applicable employment agreement containing intellectual property assignment, confidentiality, non-competition and/or non- solicitation provisions; that such agreements shall survive Employee’s Actual Separation Date; and Employee shall not breach such obligations. Without limiting the Bank is highly competitiveforegoing, and therefore acknowledges and Employee agrees that at all times while employed by up until the Company and/or the Bank Actual Separation Date and continuing for a period of one year (12 months) following the Expiration Date of Executive’s employment under this Agreement or earlier termination of such employmentActual Separation Date, Executive shall Employee will not, without the prior written approval from ▇▇▇▇▇▇ ▇▇▇▇ (Vice President Total Rewards and Talent Management), directly or indirectly, individually indirectly (a) encourage or together with attempt to encourage (or assist another in encouraging or attempting to encourage) any other person, as owner, shareholder, investor, member, partner, proprietor, principal, director, officer, executive, manager, agent, representative, independent contractor, consultant or otherwise: (i) solicit in any manner or seek to obtain the business of any person who is or was a customer or an active prospective customer of the Company or the Bank during the one-year period prior to the Expiration Date or Termination Date of Executive’s employment; or (ii) request or advise any customerits affiliates’ employees, suppliercontractors, vendor or others who were doing business with the Company or the Bank during the one-year period prior to the Expiration Date or Termination Date of Executive’s employmentconsultants, suppliers, or any other person, vendors to terminate, reduce, limit or change terminate their business or relationship with the Company or its affiliates; or (b) solicit or contact for employment, engagement, or hire (or assist another in those activities) any of the Bank; or Company’s employees or exclusive contractors. This paragraph shall not prohibit (iiix) inducegeneral advertisements not focused specifically on the employees, request contractors, consultants, suppliers, or attempt to influence any officer vendors of the Company or its affiliates or (y) Employee from providing a personal reference at the Bank request of an employee or consultant for potential employment or service at an entity that Employee is in no way affiliated with. 11. Agreement Not to terminate his or her employment with Cooperate Against the Company or Any of the Bank; providedReleasees. Except to the extent prohibited by law, however, Employee agrees that nothing Employee will not voluntarily cooperate in this Section or any other provision of this Agreement shall preclude or prohibit Executive, if Executive’s Term of employment with the Company and/or the Bank shall have expired or Executive’s employment shall have been early terminated, and within one year after the Expiration Date or Termination Date, Executive shall have accepted employment with a successor employer (“New Employer”), from (a) entering into discussions or negotiations with any customers or active prospective customers of litigation against the Company or the Bank referred to in subparagraph (i) above regarding their entering into business or customer relationships or opening accounts with the New Employer, or (b) engaging in discussions or negotiations with any officers of the Company Releasees, arising out of or the Bank referred relating to in subparagraph (iii) above regarding their accepting employment with the New Employer, if in each such case such discussions and negotiations are not the result, directly or indirectly, of solicitations, inducements, approaches, overtures or other expressions of interest initiated by Executive with such customers or officers but rather are the result, directly or indirectly, of any one or more such actions taken by such customers or such officers with Executive in his capacity as an employee of New Employer.Employee’s DocuSign Envelope ID: FEB65331-A9B3-4DFD-B86F-83F58C99D78B

Non-Solicitation. Executive recognizes that (a) During the business of the Company and the Bank is highly competitive, and therefore acknowledges and agrees that at all times while employed by the Company and/or the Bank and for a period of one year following the Expiration Date of Executive’s employment under this Agreement or earlier termination of such employmentRestricted Period (as defined below), Executive shall not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly, individually or together with any other person, as owner, shareholder, investor, member, partner, proprietor, principal, director, officer, executive, manager, agent, representative, independent contractor, consultant or otherwise:; (i) solicit in or explicitly encourage any manner or seek to obtain the business of any person who is or was a customer or an active prospective customer employee of the Company or its affiliates to leave the Bank during employment of the one-Company or its affiliates; (ii) hire any such employee who was employed by the Company or its affiliates as of the Date of Termination or who left the employment of the Company or its affiliates coincident with, or within one (1) year period prior to or after, the Expiration Date or Termination Date of Executive’s employmentTermination; (iii) solicit or explicitly encourage any person that serves as a contractor or consultant of the Company or its affiliates to discontinue providing services to the Company or any affiliate of the Company; (iv) call on, solicit or service any customer or client of the Company or its affiliates with the intent of selling or attempting to sell any service or product the same or substantially similar to the services or products sold by the Company or its affiliates; or (iiv) request in any way materially interfere with the relationship between the Company or advise its affiliates and any customer, supplier, vendor licensee or others who were doing other business with the Company or the Bank during the one-year period prior to the Expiration Date or Termination Date of Executive’s employment, relation (or any prospective customer, supplier, licensee or other person, to terminate, reduce, limit or change their business or relationship with the Company or the Bank; or (iiirelationship) induce, request or attempt to influence any officer of the Company or any of its affiliates (including, without limitation, by making any negative or disparaging statements or communications regarding the Bank to terminate his Company, any of its affiliates or her employment with any of their operations, officers, directors or investors). (b) It is expressly understood and agreed that although Executive and the Company or consider the Bank; provided, however, that nothing restrictions contained in this Section to be reasonable, if a final judicial determination is made by an arbitrator or court of competent jurisdiction that the time or territory or any other provision restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall preclude 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 prohibit Executiveindicate to be enforceable. Alternatively, if Executive’s Term any court of employment with the Company and/or the Bank shall have expired competent jurisdiction or Executive’s employment shall have been early terminatedarbitrator finds that any restriction contained in this Agreement is unenforceable, and within one year after such restriction cannot be amended so as to make it enforceable, such finding shall not affect the Expiration Date or Termination Date, Executive shall have accepted employment with a successor employer (“New Employer”), from (a) entering into discussions or negotiations with enforceability of any customers or active prospective customers of the Company or other restrictions contained herein. (c) For purposes of this Agreement, “Restricted Period” shall mean the Bank referred to in subparagraph period which commenced on the Closing, January 23, 2017 and ending twelve (i12) above regarding their entering into business or customer relationships or opening accounts with months following the New Employer, or (b) engaging in discussions or negotiations with any officers Date of the Company or the Bank referred to in subparagraph (iii) above regarding their accepting employment with the New Employer, if in each such case such discussions and negotiations are not the result, directly or indirectly, of solicitations, inducements, approaches, overtures or other expressions of interest initiated by Executive with such customers or officers but rather are the result, directly or indirectly, of any one or more such actions taken by such customers or such officers with Executive in his capacity as an employee of New EmployerTermination.

Non-Solicitation. (1) The Executive recognizes undertakes that during the business of the Company and the Bank is highly competitive, and therefore acknowledges and agrees that at all times while employed by the Company and/or the Bank Appointment and for a period of one year 12 months following the Expiration Date of Executive’s employment under this Agreement or earlier termination of such employment, Executive the Appointment (the "Exclusion Period") he shall not, not whether on his own account or otherwise and whether directly or indirectly, individually or together with any other person, as owner, shareholder, investor, member, partner, proprietor, principal, director, officer, executive, manager, agent, representative, independent contractor, consultant or otherwise: (ia) solicit in any manner solicit, interfere with, endeavor to entice away or seek induce to obtain the business of leave their employment any person who is then or was a customer or at the date of termination of the Appointment an active prospective customer employee of the Company or any other company within the Bank during the one-year period prior to the Expiration Date or Termination Date of Executive’s employmentPrudential Group; or (iib) request solicit, interfere with or advise endeavour to or actually entice away from the Company or any customercompany within the Prudential Group business orders, supplieror custom for products or services similar to those being provided by the Company or any company within the Prudential Group from any person, vendor firm or others corporation who were was at the date of termination of the Appointment, or had been at any time within the year ending on that date, a customer or in the habit of doing business with the Company or any company in the Bank during Prudential Group and with whom the one-year period prior to Executive was directly concerned in the Expiration Date or Termination Date twelve months before the termination of Executive’s employment, or any other person, to terminate, reduce, limit or change their business or relationship with the Company or the BankAppointment; or (iiic) induce, request engage in the United Kingdom (whether as principal employee agent consultant or attempt to influence otherwise) in any officer of trade or business which competes with any trade or business being carried on by the Company or any other company within the Bank to terminate his or her employment Prudential Group at the date of termination of the Appointment and with which the Executive was actively concerned in the twelve months before the termination of the Appointment. (2) For the purpose of sub-clause 8(1)(b) and 8(1)(c) hereof, if the Company terminates the Appointment upon written notice (whether or not in accordance with Clause 2) any period of notice actually served shall count towards the Bank; provided, however, that nothing in this Section or any other provision of this Agreement shall preclude or prohibit Executive, if Executive’s Term of employment with the Company and/or the Bank shall have expired or Executive’s employment shall have been early terminated, Exclusion Period. (3) The Executive acknowledges and within one year after the Expiration Date or Termination Date, Executive shall have accepted employment with a successor employer (“New Employer”), from agrees that: (a) entering into discussions or negotiations with any customers or active prospective customers each of the Company or the Bank referred to in subparagraph (isub-clauses 8(1)(a) above regarding their entering into business or customer relationships or opening accounts with the New Employer, or (b) engaging in discussions or negotiations with any officers and (c) hereof constitute an entirely separate and independent restriction on him; (b) the duration extent and application of each of the Company restrictions are no greater than is necessary for the reasonable protection of the proper interests of the Prudential Group; and (c) if any such restriction is found by any court of competent jurisdiction to be void or unenforceable as going beyond what is reasonable in the Bank referred to in subparagraph (iii) above regarding their accepting employment with circumstances for the New Employer, protection of the interests of the Prudential Group but would be valid if in each such case such discussions and negotiations are not part of the result, directly or indirectly, wording was deleted and/or the period thereof was reduced and/or the territory concerned was reduced the restriction shall apply within the jurisdiction of solicitations, inducements, approaches, overtures or other expressions of interest initiated by Executive that court with such customers or officers but rather are the result, directly or indirectly, of any one or more such actions taken by such customers or such officers with Executive in his capacity modifications as an employee of New Employermay be necessary to make it valid and effective.

Non-Solicitation. Executive recognizes that the business Because of the Company Company's legitimate business interest and the Bank is highly competitivevaluable consideration offered to the Executive to which the Executive would not otherwise be entitled, including as described in Section 4 and 8, and therefore acknowledges except where prohibited by state or local law, the Executive covenants and agrees that at all times while employed by the Company and/or the Bank and for a period of one (1) year following after the Expiration Date Executive ceases to be employed by the Company, the Executive will not, for his or herself, as an agent or employee, or on behalf of Executive’s employment under this Agreement any person, association, partnership, corporation or earlier termination of such employment, Executive shall notother entity, directly or indirectly, individually solicit the business, or together with aid to assist anyone else in the solicitation of business from, any other person, as owner, shareholder, investor, member, partner, proprietor, principal, director, officer, executive, manager, agent, representative, independent contractor, consultant or otherwise: (i) solicit in any manner or seek to obtain the business of any person who is or was a customer or an active prospective customer of the Company or supplier of parts used in the Bank manufacturing of products by the Company with whom the Executive had direct or indirect contact or about whom the Executive may have acquired any knowledge while employed by or through the Executive's employment with the Company. The Executive also agrees that, during the one-year period prior to the Expiration Date or Termination Date of Executive’s employment; or (ii) request or advise any customer, supplier, vendor or others who were doing business with the Company or the Bank during the one-year period prior to the Expiration Date or Termination Date of Executive’s employment, or any other person, to terminate, reduce, limit or change their business or relationship with the Company or the Bank; or (iii) induce, request or attempt to influence any officer of the Company or the Bank to terminate his or her 's employment with the Company or the Bank; provided, however, that nothing in this Section or any other provision of this Agreement shall preclude or prohibit Executive, if Executive’s Term of employment with the Company and/or the Bank shall have expired or Executive’s employment shall have been early terminated, and within for one (1) year after the Expiration Date or Termination DateExecutive ceases to be employed by the Company, the Executive shall have accepted employment with a successor employer (“New Employer”), from (a) entering into discussions or negotiations with any customers or active prospective customers of the Company or the Bank referred to in subparagraph (i) above regarding their entering into business or customer relationships or opening accounts with the New Employer, or (b) engaging in discussions or negotiations with any officers of the Company or the Bank referred to in subparagraph (iii) above regarding their accepting employment with the New Employer, if in each such case such discussions and negotiations are not the resultwill not, directly or indirectly: solicit or induce, or attempt to solicit or induce, any employee of solicitationsthe Company to leave the Company for any reason whatsoever, inducements, approaches, overtures or hire or participate in the hiring or interviewing of any employee of the Company; or provide names or other expressions information about the Company's employees for the purpose of interest initiated assisting others to hire or interview such employees. For purposes of this paragraph, a Company employee means any person who is a then-current Company employee or was employed by the Company within the six (6) months preceding any alleged solicitation of any action by the Executive that violates this covenant. The Executive acknowledges that this covenant is reasonable, and that the Executive has received sufficient consideration for the covenants contained herein. The Executive agrees that a court may modify any provision herein that it deems unreasonable or unenforceable, and the remainder shall remain in full force and effect. The Executive acknowledges that, if required by applicable law, the Company advised the Executive to consult with an attorney before agreeing to this covenant and provided the Executive with such customers or officers but rather are the result, directly or indirectly, of any one or more such actions taken by such customers or such officers with Executive in his capacity as an employee of New Employerat least 14 days to review and consider this covenant before agreeing to it.

Non-Solicitation. Executive recognizes that (a) As a separate and independent covenant, the business of Seller agrees with the Company and the Bank is highly competitivePurchaser that, and therefore acknowledges and agrees that at all times while employed by the Company and/or the Bank and for a period of one year three years following the Expiration Date of Executive’s employment under this Agreement or earlier termination of such employmentClosing (the “Restricted Period”), Executive shall notthe Seller will not in any way, directly or indirectly, individually for the purpose of conducting or together engaging in any business that manufacturers, produces or supplies products or services of the kind manufactured, produced or supplied by the Company or any Subsidiary as of the Closing, call upon, solicit, advise or otherwise do, or attempt to do, business with any other person, as owner, shareholder, investor, member, partner, proprietor, principal, director, officer, executive, manager, agent, representative, independent contractor, consultant or otherwise: (i) solicit in any manner or seek to obtain the business of any person who is or was a customer or an active prospective customer customers of the Company or any Subsidiary, with whom the Bank Company or any Subsidiary or the Seller had any dealings during the one-year period prior of time in which the Company was an Affiliate of the Seller or take away or interfere or attempt to interfere with any trade, business or patronage of the Expiration Date Company or Termination Date any Subsidiary, or interfere with or attempt to interfere with any officers, employees, representatives or agents of Executive’s employment; or (ii) request the Company or advise any customerSubsidiary, supplieror induce or attempt to induce any of them to leave the employ of the Company or any Subsidiary or violate the terms of their contracts, vendor or others who were doing business any employment arrangements, with the Company or the Bank during the one-year period prior to the Expiration Date or Termination Date of Executive’s employment, or any other person, to terminate, reduce, limit or change their business or relationship with the Company or the Bank; orSubsidiary. (iiib) induce, request or attempt to influence The Restricted Period shall be extended by the length of any officer period during which the Seller is in breach of the Company or terms of this Section 5.09. (c) The Seller acknowledges that the Bank to terminate his or her employment with covenants of the Company or the Bank; provided, however, that nothing Seller set forth in this Section 5.09 are an essential element of this Agreement and that, but for the agreement of the Seller to comply with these covenants, the Purchaser would not have entered into this Agreement. The Seller acknowledges that (i) this Section 5.09 constitutes an independent covenant that shall not be affected by performance or nonperformance of any other provision of this Agreement shall preclude or prohibit Executive, if Executive’s Term of employment by the Purchaser. The Seller has independently consulted with its counsel and after such consultation agrees that the Company and/or the Bank shall have expired or Executive’s employment shall have been early terminated, covenants set forth in this Section 4.08 are reasonable and within one year after the Expiration Date or Termination Date, Executive shall have accepted employment with a successor employer (“New Employer”), from (a) entering into discussions or negotiations with any customers or active prospective customers of the Company or the Bank referred to in subparagraph (i) above regarding their entering into business or customer relationships or opening accounts with the New Employer, or (b) engaging in discussions or negotiations with any officers of the Company or the Bank referred to in subparagraph (iii) above regarding their accepting employment with the New Employer, if in each such case such discussions and negotiations are not the result, directly or indirectly, of solicitations, inducements, approaches, overtures or other expressions of interest initiated by Executive with such customers or officers but rather are the result, directly or indirectly, of any one or more such actions taken by such customers or such officers with Executive in his capacity as an employee of New Employerproper.

Non-Solicitation. (a) The Executive recognizes acknowledges that, in the course of employment with the Company and/or its Affiliates and their predecessors, he has become familiar, or will become familiar, with the Company’ and its Affiliates’ and their predecessors’ trade secrets and with other confidential information concerning the Company, its Affiliates and their respective predecessors and that his services have been and will be of special, unique and extraordinary value to the Company and its Affiliates. Therefore, in order to protect the Company’s interest in both its Confidential Information, and the near permanent relationship that it has providing professional services to its customers, the Executive agrees that during the Employment Period and for One (1) year thereafter (the “Non-Solicit Period”, subject to automatic extension during the period of a violation of this Section 7), he shall not directly or indirectly through another person or entity: (i) induce or attempt to induce any employee of the Company or any Affiliate to leave the employ of the Company or such Affiliate, or in any way interfere with the relationship between the Company or any such Affiliate, on the one hand and any employee thereof, on the other hand. (ii) solicit for hire or hire any person who was an employee of the Company or any Affiliate until Six (6) months after such individual’s employment relationship with the Company or any Affiliate has been terminated, provided that the Executive may hire any such person (so long as such person is not a manager or executive officer of the Company or any Affiliate) who respond to a general advertisement offering employment. (iii) solicit, induce or attempt to solicit or induce any of the current or former customers of the Company and/or any Affiliate that were a customer at any time during the period starting Six (6) months before the Employment Period and ending Six (6) months after termination of this Agreement or (each, a “Customer,” and collectively, the “Customers”) to cease or reduce doing business with the Company or such Affiliate or in any way interfere or attempt to interfere with the relationship between any such Customer, on the one hand, and the Company or any such Affiliate, on the other hand; or (b) The Executive understands that the foregoing restrictions may limit his ability to earn a livelihood in a business similar to the business of the Company and the Bank is highly competitiveit Affiliate, but he nevertheless believes that he has received and therefore acknowledges will receive sufficient consideration and agrees that at all times while employed by the Company and/or the Bank and for a period of one year following the Expiration Date of Executive’s employment under this Agreement or earlier termination of such employment, Executive shall not, directly or indirectly, individually or together with any other person, as owner, shareholder, investor, member, partner, proprietor, principal, director, officer, executive, manager, agent, representative, independent contractor, consultant or otherwise: (i) solicit in any manner or seek to obtain the business of any person who is or was a customer or an active prospective customer of the Company or the Bank during the one-year period prior to the Expiration Date or Termination Date of Executive’s employment; or (ii) request or advise any customer, supplier, vendor or others who were doing business with the Company or the Bank during the one-year period prior to the Expiration Date or Termination Date of Executive’s employment, or any other person, to terminate, reduce, limit or change their business or relationship with the Company or the Bank; or (iii) induce, request or attempt to influence any officer of the Company or the Bank to terminate his or her employment with the Company or the Bank; provided, however, that nothing in this Section or any other provision of this Agreement shall preclude or prohibit Executive, if Executive’s Term of employment with the Company and/or the Bank shall have expired or Executive’s employment shall have been early terminated, and within one year after the Expiration Date or Termination Date, Executive shall have accepted employment with a successor employer (“New Employer”), from (a) entering into discussions or negotiations with any customers or active prospective customers of the Company or the Bank referred to in subparagraph (i) above regarding their entering into business or customer relationships or opening accounts with the New Employer, or (b) engaging in discussions or negotiations with any officers of the Company or the Bank referred to in subparagraph (iii) above regarding their accepting employment with the New Employer, if in each such case such discussions and negotiations are not the result, directly or indirectly, of solicitations, inducements, approaches, overtures or other expressions of interest initiated by Executive with such customers or officers but rather are the result, directly or indirectly, of any one or more such actions taken by such customers or such officers with Executive in his capacity benefits as an employee of the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (given his education, skills and ability), the Executive does not believe would prevent him from otherwise earning a living. The Executive further understands that the provisions of Sections 5 through 7 are reasonable and necessary to preserve the legitimate business interests of the Company and Affiliates. (c) The Executive shall inform any prospective or future employer of any and all restrictions contained in this Agreement and provide such employer with a copy of such restrictions (but no other terms of this Agreement), prior to the commencement of that employment. (d) The Executive agrees that the restrictions are reasonable and necessary, are valid and enforceable under New EmployerYork law, and do not impose a greater restraint than necessary to protect the Company’s legitimate business interests. If, at the time of enforcement of Sections 5 through 7, a court holds that the restrictions stated herein are unreasonable under the circumstances then existing, the Executive and the Company agree that the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area so as to protect the Company to the greatest extent possible under applicable law.

Non-Solicitation. (i) The Executive recognizes specifically acknowledges that the business Confidential Information described in this Section 12 includes confidential data pertaining to current and prospective customers of the Company Company, that such data is a valuable and unique asset of the Bank Company’s business and that the success or failure of the Company’s specialized business is highly competitivedependent in large part upon the Company’s ability to establish and maintain close and continuing personal contacts and working relationships with such customers, and therefore acknowledges and to develop proposals which are specifically designed to meet the requirements of such customers. Therefore, the Executive agrees that at all times while employed by during the Company and/or the Bank Term of this Agreement and for a period of one (1) year following after the Expiration Date of Executive’s employment under this Agreement or earlier termination of such employmentTermination, Executive shall he will not, except on behalf of the Company or with the Company’s express written consent, solicit, either directly or indirectly, individually on his own behalf or together with on behalf of any other personperson or entity, as owner, shareholder, investor, member, partner, proprietor, principal, director, officer, executive, manager, agent, representative, independent contractor, consultant or otherwise:any customers with whom he had contact before the Date of Termination to take any action which could reasonably be expected to adversely affect the Company. (iii) solicit The Executive specifically acknowledges that the Confidential Information described in this Section 12 also includes confidential data pertaining to current and prospective employees and agents of the Company, and the Executive further agrees that during the Term of this Agreement, and until for a period of one (1) year after the Date of Termination, the Executive will not directly or indirectly solicit, on his own behalf or on behalf of any manner other person or seek to obtain entity, the business services of any person who is an employee or was a customer or an active prospective customer agent of the Company or solicit any of the Bank during the one-year period prior Company’s employees or agents to the Expiration Date terminate their employment or Termination Date of Executive’s employment; or (ii) request or advise any customer, supplier, vendor or others who were doing business agency with the Company or the Bank during the one-year period prior to the Expiration Date or Termination Date of Executive’s employmentCompany, or any other person, to terminate, reduce, limit or change their business or relationship except with the Company or the Bank; orCompany’s express written consent. (iii) induceThe Executive specifically acknowledges that the Confidential Information described in this Section 12 also includes confidential data pertaining to current and prospective vendors and suppliers of the Company, request and the Executive agrees that during the Term of this Agreement, and for a period of one (1) year after the Date of Termination, the Executive will not directly or attempt indirectly solicit, on his own behalf or on behalf of any other person or entity, any vendor or supplier of the Company for the purpose of either providing products or services to influence any officer do a business competitive with that of the Company or terminating or changing (in an adverse manner) such vendor’s or supplier’s relationship or agency with the Bank Company. (iv) For purposes of this Section 12(a), references to terminate his or her employment with the Company mean the Company or the Bank; provided, however, that nothing in this Section or any other provision of this Agreement shall preclude or prohibit Executive, if Executive’s Term of employment with the Company and/or the Bank shall have expired or Executive’s employment shall have been early terminated, and within one year after the Expiration Date or Termination Date, Executive shall have accepted employment with a successor employer (“New Employer”), from (a) entering into discussions or negotiations with any customers or active prospective customers existing future subsidiary of the Company or the Bank referred to in subparagraph (i) above regarding their entering into business or customer relationships or opening accounts with the New Employer, or (b) engaging in discussions or negotiations with and any officers of the Company or the Bank referred to in subparagraph (iii) above regarding their accepting employment with the New Employer, if in each such case such discussions and negotiations are not the result, other entities that directly or indirectly, of solicitations, inducements, approaches, overtures or other expressions of interest initiated by Executive with such customers or officers but rather are the result, directly or indirectly, of any through one or more such actions taken intermediaries, control, are controlled by such customers or such officers are under common control with Executive in his capacity as an employee of New Employerthe Company.

Non-Solicitation. Executive recognizes that the business of the Company and the Bank is highly competitive, and therefore acknowledges and agrees that at all times while employed by the Company and/or the Bank and for (a) For a period of one year five (5) years (the “Restricted Period”) following the Expiration Date of Executive’s employment under this Agreement or earlier termination of such employmentClosing, Executive Seller shall not, nor shall it permit any Affiliate thereof (Seller and such Affiliates, a “Restricted Party”) to, directly or indirectly, individually indirectly through any Person or together with any other person, as owner, shareholder, investor, member, partner, proprietor, principal, director, officer, executive, manager, agent, representative, independent contractor, consultant or otherwisecontractual arrangement: (i) solicit induce or attempt to induce any executive employee of any Group Company to leave the employ thereof, or hire any such person, provided that the foregoing shall not prohibit a Restricted Party from (A) engaging in general solicitations of employment (including, but not limited to, by professional search firms), and hiring any manner person who responds thereto or seek to obtain (B) the business solicitation or hiring of any person who is whose employment with a Group Company (x) was terminated by such Group Company, or was a customer or an active prospective customer (y) in the case of the Company or the Bank during the one-year period voluntary separation from employment, ended at least six (6) months prior to the Expiration Date such solicitation or Termination Date of Executive’s employmenthiring; or (ii) request induce or advise attempt to induce any customerfranchisee, supplier, vendor licensee, consultant or others who were other Person to cease doing business with the any Group Company or otherwise interfere with any Group Company’s relationship with any such Person; provided that the Bank during foregoing shall not prohibit a Restricted Party from engaging in any ordinary course commercial practice so long as such practice is not taken with intent to induce such Person to cease doing business with a Group Company and/or with intent to otherwise interfere with any Group Company’s relationship with such Person (it being understood, for the one-year period prior avoidance of doubt, that this proviso does not apply to the Expiration Date or Termination Date of Executive’s employment, or any other person, to terminate, reduce, limit or change their business or relationship with the Company or the Bankactivities restricted by subclause (iii) below); or (iii) induce, request induce or attempt to influence induce any officer franchisee of any Group Company to (x) at any of their then-current location(s) where they operate as a franchisee of any Group Company, conduct or engage in any business operations other than as a franchisee of a Group Company or (y) at any other location(s), conduct or engage in any restaurant operation (whether as a franchisee or otherwise) whose principal menu items overlap or otherwise compete in any material respects with the principal menu items of such franchisee’s operations as a franchisee of a Group Company. (b) None of the Company Seller, Buyer or any of their respective Affiliates shall disparage any of the Bank to terminate his foregoing parties in any way that could adversely affect the goodwill, reputation or her employment business relationships of such parties with the Company public generally, or with any of their franchisees, customers, suppliers or employees. (c) It is the Bank; provided, however, desire and intent of the parties that nothing in the provisions of this Section or 8.2 shall be enforced to the fullest extent permissible under the applicable Laws and public policies applied in each jurisdiction in which enforcement is sought. If any other particular provision of this Agreement Section 8.2 is adjudicated to be invalid or unenforceable and cannot be otherwise modified or amended to make it valid and enforceable, then this Section 8.2 shall preclude be deemed amended to delete therefrom such provision or prohibit Executive, if Executive’s Term portion adjudicated to be invalid or unenforceable; such amendment to apply only with respect to the operation of employment with this Section 8.2 in the Company and/or particular jurisdiction in which such adjudication is made. (d) The parties recognize that the Bank shall have expired or Executive’s employment shall have been early terminated, and within one year after the Expiration Date or Termination Date, Executive shall have accepted employment with a successor employer (“New Employer”), from (a) entering into discussions or negotiations with any customers or active prospective customers performance of the Company obligations under this Section 8.2 by the Restricted Parties is special, unique and extraordinary in character. Each Restricted Party acknowledges and agrees that irreparable injury will result to Buyer, the Group Companies and their business in the event of a breach of any of the provisions of this Section 8.2 and that Buyer, the Group Companies and their business will have no adequate remedy at law with respect thereto. Accordingly, in the event of the breach by a Restricted Party of the terms and conditions of this Section 8.2, in addition to any other legal or the Bank referred to in subparagraph equitable remedy that Buyer may have, (i) above regarding their entering into business or customer relationships or opening accounts with Buyer shall be entitled to obtain damages for any breach of this Section 8.2 and (ii) without having to demonstrate (1) the New Employerinadequacy of money damages, (2) the likelihood of success on the merits, (3) damages, (4) irreparable harm, or (b5) engaging that the harm from not issuing the injunction outweighs the harm from issuing the injunction, and (to the extent permitted by applicable Law) without posting a bond or other security, Buyer shall be entitled to (A) enforce the specific performance of each provision of this Section 8.2 by the Restricted Parties or (B) enjoin the Restricted Parties from violating the terms of this Section 8.2, including through entry of a preliminary injunction or a permanent injunction by a court of competent jurisdiction. Each Restricted Party agrees, on behalf of itself and its Affiliates, to submit to the jurisdiction of such court in discussions or negotiations with any officers such Action. (e) If a Restricted Party violates any provision of this Section 8.2, then the Company or Restricted Period shall be automatically tolled to account for the Bank referred to in subparagraph period of violation (iii) above regarding their accepting employment with the New Employerincluding until all appeals, if in each such case such discussions and negotiations any) are not the result, directly or indirectly, of solicitations, inducements, approaches, overtures or other expressions of interest initiated by Executive with such customers or officers but rather are the result, directly or indirectly, of any one or more such actions taken by such customers or such officers with Executive in his capacity as an employee of New Employerresolved.

Non-Solicitation. Executive recognizes that the business of the Company and the Bank is highly competitive, and therefore acknowledges and agrees that at all times while employed by the Company and/or the Bank and for (a) For a period of one year following [***] years commencing on the Expiration Initial Closing Date of Executive’s employment under this Agreement or earlier termination of such employment(the “Restricted Period”), Executive Company Parent shall not, and shall not permit any of its Affiliates to, directly or indirectly, individually or together with solicit any other person, as owner, shareholder, investor, member, partner, proprietor, principal, director, officer, executive, manager, agent, representative, independent contractor, consultant or otherwise: (i) solicit in any manner or seek to obtain the business of any person who is or was a customer or an active prospective customer employee of the Company or the Bank during the one-year period prior encourage any such employee to the Expiration Date or Termination Date of Executive’s employmentleave such employment except pursuant to a general solicitation which is not directed specifically to any such employees; or (ii) request or advise any customerfor clarity, supplier, vendor or others who were doing business with the Company or the Bank during the one-year period prior to the Expiration Date or Termination Date of Executive’s employment, or any other person, to terminate, reduce, limit or change their business or relationship with the Company or the Bank; or (iii) induce, request or attempt to influence any officer of the Company or the Bank to terminate his or her employment with the Company or the Bank; provided, however, that nothing in this Section 5.7(a) shall prevent Company Parent or any other provision of this Agreement shall preclude or prohibit Executive, if Executive’s Term of its Affiliates from hiring any employee whose employment with the Company and/or the Bank shall have expired or Executive’s employment shall have has been early terminated, and within one year after the Expiration Date or Termination Date, Executive shall have accepted employment with a successor employer (“New Employer”), from (a) entering into discussions or negotiations with any customers or active prospective customers of terminated by the Company or the Bank referred to in subparagraph (i) above regarding their entering into business or customer relationships or opening accounts with the New Employer, or Investor. (b) engaging in discussions or negotiations with From the Agreement Date and continuing during the Restricted Period, Investor and Investor Parent shall not, and shall not permit any officers of the Company or the Bank referred to in subparagraph (iii) above regarding their accepting employment with the New Employer, if in each such case such discussions and negotiations are not the resultAffiliates to, directly or indirectly, solicit any employee of solicitationsCompany Parent or its Affiliates (other than the Company) or encourage any such employee to leave such employment except pursuant to a general solicitation which is not directed specifically to any such employee employees; for clarity, inducementsnothing in this Section 5.7(b) shall prevent Investor or Investor Parent or any of their Affiliates from hiring any employee whose employment has been terminated by the Company Parent. (c) Company Parent acknowledges that a breach or threatened breach of Section 5.3, approachesSection 5.6 or this Section 5.7 may give rise to irreparable harm to Investor, overtures for which monetary damages may not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by Company Parent of any such obligations, Investor 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). (d) Company Parent acknowledges that the restrictions contained in this Section 5.7 are reasonable and necessary to protect the legitimate interests of Investor and constitute a material inducement to Investor to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.7 should ever be adjudicated to exceed the time, geographic, product or service, or other expressions of interest initiated limitations permitted by Executive with applicable Law in any jurisdiction, then any court is expressly empowered to reform such customers covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or officers but rather service, or other limitations permitted by applicable Law. The covenants contained in this Section 5.7 and each provision hereof are the result, directly severable and distinct covenants and provisions. The invalidity or indirectly, unenforceability of any one such covenant or more provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such actions taken by invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such customers covenant or such officers with Executive provision in his capacity as an employee of New Employerany other jurisdiction.

Non-Solicitation. Executive recognizes that You shall not, during the business Non-Compete Period, either directly or indirectly, and whether for yourself or on behalf of any other Person; (a) seek to persuade any employee or consultant of the Company or any member of the ABG Group to discontinue or diminish his or her status or employment therewith or seek to persuade any employee, former employee (who was employed by the Company or any member of the ABG Group at any time during the twelve (12)-month period prior to the termination of your employment with the Company and the Bank is highly competitiveABG Group), and therefore acknowledges and agrees that at all times while employed by or exclusive consultant of the Company and/or or any member of the Bank and for ABG Group to become employed or to provide consulting or contract services to a period of one year following the Expiration Date of Executive’s employment under this Agreement Competitor; (b) solicit, employ or earlier termination of such employmentengage, Executive shall notor cause to be solicited, directly employed, or indirectlyengaged, individually or together with any other person, as owner, shareholder, investor, member, partner, proprietor, principal, director, officer, executive, manager, agent, representative, independent contractor, consultant or otherwise: (i) solicit in any manner or seek to obtain the business of any person who is or was a customer employed by Company or an active prospective customer any member of the ABG Group at any time during the twelve (12)-month period prior to the termination of your employment with the Company and the ABG Group; or (c) solicit, encourage, or induce (i) any contractor, agent, client, customer, supplier, or the like of the Company or any member of the Bank during the one-year period prior ABG Group to the Expiration Date terminate or Termination Date of Executive’s employment; or (ii) request or advise any customer, supplier, vendor or others who were doing business with the Company or the Bank during the one-year period prior to the Expiration Date or Termination Date of Executive’s employment, or any other person, to terminate, reduce, limit or change their business or diminish its/his relationship with the Company or any member of the Bank; or (iii) induceABG Group, request or attempt to influence any officer of refrain from entering into a relationship with the Company or any member of the Bank ABG Group, or (ii) any acquisition target, joint venture partner, or similar business relation to terminate his or her diminish its relationship with the Company or any member of the ABG Group, or to refrain from entering into a relationship with the Company or any member of the ABG Group, including, without limitation, any prospective target, partner or similar business relation with whom the Company (or any member of the ABG Group) has had active contact at any time during the twenty-four (24)-month period prior to the termination of your employment with the Company or and the BankABG Group; provided, however, that nothing in this Section or the foregoing shall not prohibit the you from placing any other provision of this Agreement shall preclude or prohibit Executive, if Executive’s Term of employment with the Company and/or the Bank shall have expired or Executive’s employment shall have been early terminated, and within one year after the Expiration Date or Termination Date, Executive shall have accepted employment with a successor employer (“New Employer”), from (a) entering into discussions or negotiations with general advertisements for employees so long as such general advertisements are not directed to any customers or active prospective customers employees of the Company or any member of the Bank referred ABG Group (provided that you may not, during the time periods set forth in this Section 4, hire or engage any such Person who responds to in subparagraph (isuch general advertisement) above regarding their entering into business or customer relationships from providing references for any current or opening accounts with the New Employer, former employees or (b) engaging in discussions or negotiations with any officers consultants of the Company or any other member of the Bank referred to in subparagraph (iii) above regarding their accepting employment with the New Employer, if in each such case such discussions and negotiations are not the result, directly or indirectly, of solicitations, inducements, approaches, overtures or other expressions of interest initiated by Executive with such customers or officers but rather are the result, directly or indirectly, of any one or more such actions taken by such customers or such officers with Executive in his capacity as an employee of New EmployerABG Group.

Non-Solicitation. In consideration for (i) the Company’s promise to provide Confidential Information to Executive recognizes that and Executive’s return promise to hold the business of Company’s Confidential Information in trust, (ii) the Company and the Bank is highly competitive, and therefore acknowledges and agrees that at all times while employed substantial economic investment made by the Company and/or in the Bank Confidential Information and goodwill of the Company, and the business opportunities disclosed or entrusted to Executive, (iii) the compensation and other benefits provided by the Company to Executive, and (iv) the Company’s employment of Executive pursuant to this Agreement, and to protect the Company’s Confidential Information, customer relationships, and goodwill, Executive agrees that, during the Employment Period and for a period of one year twelve (12) months immediately following the Expiration Date date of Executive’s employment termination from employment, other than in connection with his authorized duties under this Agreement or earlier termination of such employmentAgreement, Executive shall not, directly or indirectly, individually or together with any other person, either as owner, shareholder, investor, member, partner, proprietor, a principal, director, officer, executive, manager, agent, representativeemployee, independent contractorconsultant, consultant officer, director, stockholder, partner, investor, owner, or otherwiselender or in any other capacity, and whether personally or through other persons or entities: (i) Solicit business from, interfere with, attempt to solicit in business with, or do business with any manner or seek to obtain the business of any person who is or was a customer or an active prospective customer of the Company with whom the Company did business or who the Bank Company solicited within the preceding twelve (12) months, and who or which Executive contacted, called on, serviced or did business with during Executive’s employment at the one-year period Company (and not at any time prior to commencement of the Expiration Date Employment Period). This restriction in this Section 7(a)(i) only prohibits soliciting, attempting to solicit or Termination Date transacting business for any person or entity, other than the Company, engaged in the business of Executive’s employmentmining bitcoin; or (ii) request Solicit, induce or advise any customerattempt to solicit or induce, supplierengage or hire, vendor or others who were doing business with the Company or the Bank during the one-year period prior to the Expiration Date or Termination Date on behalf of Executive’s employment, himself or any other personperson or entity, to terminate, reduce, limit any person who is an employee or change their business or relationship with the Company or the Bank; or (iii) induce, request or attempt to influence any officer consultant of the Company or the Bank to terminate his or her employment with who was employed by the Company or within the Bank; providedpreceding twelve (12) months (general advertisements and similar solicitations not directed at any specific individuals shall not be considered solicitation for this purpose). Notwithstanding the foregoing, however, that nothing the restrictions contained in this Section shall not apply to ▇▇▇ ▇▇▇▇▇. The provisions contained in this Section 7 are considered reasonable by Executive and the Company. In the event that any such provisions should be found to be void under applicable laws but would be valid if some part thereof was deleted or any other provision the period or area of application reduced, such provisions shall apply with such modification as may be necessary to make them valid and effective. In the event Executive breaches this Agreement shall preclude or prohibit ExecutiveSection 7, if Executive’s Term of employment with Executive acknowledges that there will be no adequate remedy at law, and the Company shall be entitled to injunctive relief and/or a decree for specific performance, and such other relief as may be proper (including monetary damages if appropriate). In any event, the Bank Company shall have expired or Executive’s employment shall have been early terminated, and within one year after the Expiration Date or Termination Date, Executive shall have accepted employment with a successor employer (“New Employer”), from (a) entering into discussions or negotiations with any customers or active prospective customers of the Company or the Bank referred right to in subparagraph (i) above regarding their entering into business or customer relationships or opening accounts with the New Employer, or (b) engaging in discussions or negotiations with any officers of the Company or the Bank referred to in subparagraph (iii) above regarding their accepting employment with the New Employer, if in each such case such discussions and negotiations are not the result, directly or indirectly, of solicitations, inducements, approaches, overtures or other expressions of interest initiated by Executive with such customers or officers but rather are the result, directly or indirectly, of any one or more such actions taken by such customers or such officers with Executive in his capacity as an employee of New Employerseek all remedies permissible under applicable law.

Non-Solicitation. (i) The Executive recognizes specifically acknowledges that the business Confidential Information described in this Section 12 includes confidential data pertaining to current and prospective customers of the Company Company, that such data is a valuable and unique asset of the Bank Company’s business and that the success or failure of the Company’s specialized business is highly competitivedependent in large part upon the Company’s ability to establish and maintain close and continuing personal contacts and working relationships with such customers, and therefore acknowledges and to develop proposals which are specifically designed to meet the requirements of such customers. Therefore, the Executive agrees that at all times while employed by during the Company and/or the Bank Term of this Agreement, and for a period of one year following two (2) years after the Expiration Date of Executive’s employment under this Agreement or earlier termination of such employmentTermination, Executive shall he will not, except on behalf of the Company or with the Company’s express written consent, solicit, either directly or indirectly, individually on his own behalf or together with on behalf of any other personperson or entity, as owner, shareholder, investor, member, partner, proprietor, principal, director, officer, executive, manager, agent, representative, independent contractor, consultant or otherwise:any customers with whom he had contact before the Date of Termination to take any action which could reasonably be expected to adversely affect the Company. (iii) solicit The Executive specifically acknowledges that the Confidential Information described in this Section 12 also includes confidential data pertaining to current and prospective employees and agents of the Company, and the Executive further agrees that during the Term of this Agreement, and until for a period of two (2) years after the Date of Termination, the Executive will not directly or indirectly solicit, on his own behalf or on behalf of any manner other person or seek to obtain entity, the business services of any person who is an employee or was a customer or an active prospective customer agent of the Company or solicit any of the Bank during the one-year period prior Company’s employees or agents to the Expiration Date terminate their employment or Termination Date of Executive’s employment; or (ii) request or advise any customer, supplier, vendor or others who were doing business agency with the Company or the Bank during the one-year period prior to the Expiration Date or Termination Date of Executive’s employmentCompany, or any other person, to terminate, reduce, limit or change their business or relationship except with the Company or the Bank; orCompany’s express written consent. (iii) induceThe Executive specifically acknowledges that the Confidential Information described in this Section 12 also includes confidential data pertaining to current and prospective vendors and suppliers of the Company, request and the Executive agrees that during the Term of this Agreement, and for a period of two (2) years after the Date of Termination, the Executive will not directly or attempt indirectly solicit, on his own behalf or on behalf of any other person or entity, any vendor or supplier of the Company for the purpose of either providing products or services to influence any officer do a business competitive with that of the Company or terminating or changing (in an adverse manner) such vendor’s or supplier’s relationship or agency with the Bank Company. (iv) For purposes of this Section 12(a), references to terminate his or her employment with the Company mean the Company or the Bank; provided, however, that nothing in this Section or any other provision of this Agreement shall preclude or prohibit Executive, if Executive’s Term of employment with the Company and/or the Bank shall have expired or Executive’s employment shall have been early terminated, and within one year after the Expiration Date or Termination Date, Executive shall have accepted employment with a successor employer (“New Employer”), from (a) entering into discussions or negotiations with any customers or active prospective customers existing future subsidiary of the Company or the Bank referred to in subparagraph (i) above regarding their entering into business or customer relationships or opening accounts with the New Employer, or (b) engaging in discussions or negotiations with and any officers of the Company or the Bank referred to in subparagraph (iii) above regarding their accepting employment with the New Employer, if in each such case such discussions and negotiations are not the result, other entities that directly or indirectly, of solicitations, inducements, approaches, overtures or other expressions of interest initiated by Executive with such customers or officers but rather are the result, directly or indirectly, of any through one or more such actions taken intermediaries, control, are controlled by such customers or such officers are under common control with Executive in his capacity as an employee of New Employerthe Company.

Non-Solicitation. Executive recognizes that During the business of the Company and the Bank is highly competitiveEmployment Term, and therefore acknowledges and agrees that at all times while employed by the Company and/or the Bank and for a period of one year following the Expiration Date of Executive’s employment under this Agreement or earlier termination of such employmentduring any Restriction Period, Executive shall notwill not (i), directly or indirectly, individually or together with any other person, as owner, shareholder, investor, member, partner, proprietor, principal, director, officer, executive, manager, agent, representative, independent contractor, consultant or otherwise: (i) solicit engage in any manner or seek to obtain the business of any person who is or was a customer or an active prospective customer of the Company or the Bank during the one-year period prior to the Expiration Date or Termination Date of Executive’s employment; or (ii) request or advise any customer, supplier, vendor or others who were doing business activity in competition with the Company or the Bank during the one-year period prior to the Expiration Date its Affiliates or Termination Date of Executive’s employment(ii) plan, or otherwise take, any other personpreliminary steps, either alone or in concert with others, to terminate, reduce, limit set up or change their business engage in any semiconductor manufacturing or relationship designing in competition with the Company or its Affiliates. During the Bank; or (iii) induceEmployment Term and for two years after the termination of the Employment Term, request Executive will not, either directly or attempt indirectly, either alone or in concert with others, solicit or entice any employee of or consultant to influence any officer of the Company or its Affiliates to leave the Bank Company or its Affiliates or work for anyone in competition with the Company or its Affiliates or solicit, entice or in any way divert any customer or supplier to terminate do business with any business entity in competition with the Company or its Affiliates. In the event of termination of employment hereunder or the expiration of the Employment Term, during the Restriction Period, Executive will not accept any employment or engage in any activities competitive with the Company or its Affiliates, if the loyal and complete fulfillment of the duties of the competitive employment or activities would inherently call upon Executive to reveal Propriety Information to which Executive had access or learned during his or her employment with the Company or its Affiliates. As used herein, “Proprietary Information” shall mean information generally unavailable to the Bank; providedpublic that has been created, howeverdiscovered, that nothing in this Section developed, or any other provision of this Agreement shall preclude or prohibit Executive, if Executive’s Term of employment with the Company and/or the Bank shall have expired or Executive’s employment shall have been early terminated, and within one year after the Expiration Date or Termination Date, Executive shall have accepted employment with a successor employer (“New Employer”), from (a) entering into discussions or negotiations with any customers or active prospective customers of otherwise become known to the Company or the Bank referred any of its Affiliates or in which property rights have been assigned or otherwise conveyed to in subparagraph (i) above regarding their entering into business or customer relationships or opening accounts with the New Employer, or (b) engaging in discussions or negotiations with any officers of the Company or any of its Affiliates, which information has material economic value or potential material economic value to the Bank referred business in which the Company or any of its Affiliates is or will be engaged. Proprietary Information shall include, but not be limited to trade secrets, processes, formulas, data, know-how, negative know-how, improvements, discoveries, developments, designs, inventions, techniques, all technical data, customer and supplier lists, and any modifications or enhancements thereto, programs, and information (whether or not necessarily in subparagraph (iiiwriting) above regarding their accepting employment with which has actual or potential economic value to the New Employer, if in each such case such discussions and negotiations are not the result, directly Company or indirectly, any of solicitations, inducements, approaches, overtures or other expressions of interest initiated by Executive with such customers or officers but rather are the result, directly or indirectly, of any one or more such actions taken by such customers or such officers with Executive in his capacity as an employee of New Employerits Affiliates.

Non-Solicitation. Executive recognizes that the business of the Company and the Bank is highly competitive, and therefore acknowledges and agrees that at all times while employed by the Company and/or the Bank and for For a period of one year twelve (12) months following the Expiration Date of Executive’s employment under this Agreement or earlier termination of such employmentyour Separation Date, Executive you shall not, directly or indirectly, individually or together with any other personas an individual proprietor, as ownerpartner, shareholderstockholder, officer, employee, director, joint venturer, investor, memberlender, partner, proprietor, principal, director, officer, executive, manager, agent, representativeconsultant, independent contractor, consultant or otherwise: in any other capacity whatsoever: (i) solicit in recruit, solicit, or hire any manner employee, consultant, agent, director or seek to obtain the business of any person who is or was a customer or an active prospective customer officer of the Company or contact, recruit, solicit or induce, or attempt to contact, recruit, solicit or induce, any employee, consultant, agent, director or officer of the Bank during Company to terminate his/her employment with, or otherwise adversely change, reduce, or cease any relationship with, the one-year period prior to the Expiration Date or Termination Date of Executive’s employmentCompany; or (ii) request solicit, encourage, or advise induce, or cause to be solicited, encouraged or induced, any customerfranchisee, partner, joint venture, supplier, vendor or others contractor who were doing conducted business with the Company or the Bank at any time during the one-two year period prior to preceding the Expiration Date or Termination Date termination of Executive’s employment, or any other personyour employment with the Company, to terminate, reduce, limit terminate or change their adversely modify any business or relationship with the Company or not to proceed with, or enter into, any business relationship with the Bank; or Company, or (iii) inducecontact, request solicit, divert, take away, or attempt to influence contact, solicit, divert or take away, any clients, customers or accounts, or prospective clients, customers or accounts, of the Company, or any of the Company’s business with such clients, customers or accounts, except as agreed upon in writing signed by a duly authorized officer of the Company or the Bank to terminate his or her employment with the Company or the Bank; provided, however, that nothing Company. If any restriction set forth in this Section paragraph is found by any court to be unenforceable because it is overbroad in any manner, such restriction shall be interpreted to extend only over the maximum period of time, range of activities, or any other provision geographic area which the court finds to be enforceable. You acknowledge that the restrictions contained in this paragraph are necessary for the protection of this Agreement shall preclude or prohibit Executive, if Executive’s Term of employment with the Company and/or the Bank shall have expired or Executive’s employment shall have been early terminated, business and within one year after the Expiration Date or Termination Date, Executive shall have accepted employment with a successor employer (“New Employer”), from (a) entering into discussions or negotiations with any customers or active prospective customers goodwill of the Company and are considered by you to be reasonable for such purpose. You acknowledge that the restrictions contained in this paragraph extend to and expressly prohibit conduct via social media that would violate this paragraph. You further acknowledge that the restrictions set forth in this paragraph do not prevent you from earning a livelihood nor unreasonably impose limitations on your ability to earn a living. As used in this agreement the term “client,” “customer,” or the Bank referred to in subparagraph “accounts” shall include: (i) above regarding their entering into business any person or entity that is a client, customer relationships or opening accounts with the New Employer, or (b) engaging in discussions or negotiations with any officers account of the Company on the date hereof or becomes a client, customer or account of the Bank referred to in subparagraph Company during the covered period; (ii) any person or entity that was a client, customer or account of the Company at any time during the two-year period preceding the date of your termination; and (iii) above regarding their accepting employment with any prospective client, customer or account to whom the New Employer, if in each such case such discussions and negotiations are not Company has made a presentation (or similar offering of services) within a period of 180 days preceding the result, directly or indirectly, date of solicitations, inducements, approaches, overtures or other expressions the termination of interest initiated by Executive with such customers or officers but rather are the result, directly or indirectly, of any one or more such actions taken by such customers or such officers with Executive in his capacity as an employee of New Employeryour employment.

Non-Solicitation. Executive recognizes that (a) During the business period commencing on the date hereof and ending on the last day of the Company and the Bank is highly competitive, and therefore acknowledges and agrees that at all times while employed by the Company and/or the Bank and for a period of one year twelfth (12th) full calendar month following the Expiration Date of Executive’s employment under this Agreement Employee's termination for any reason whatsoever including but not limited to involuntary termination (with or earlier termination of such employmentwithout Cause) and/or voluntary termination, Executive shall Employee hereby covenants that he will not, directly or indirectly, individually solicit, entice or together with induce any other person, Customer or Supplier (as owner, shareholder, investor, member, partner, proprietor, principal, director, officer, executive, manager, agent, representative, independent contractor, consultant or otherwise: defined below) of the Company to (i) solicit become a Customer or Supplier of any other person or entity engaged in any manner or seek to obtain the business of activity that competes with any person who is or was a customer or an active prospective customer of business conducted by the Company or the Bank at any time during the one-year period prior to the Expiration Date or Termination Date of Executive’s employment; or (ii) request or advise any customer, supplier, vendor or others who were doing business Employee's employment with the Company or the Bank during the one-year period prior to the Expiration Date or Termination Date of Executive’s employmentCompany, or any other person, to terminate, reduce, limit or change their business or relationship with planned by the Company or at any time during the Bank; or (iii) induce, request or attempt to influence any officer period of the Company or the Bank to terminate his or her Employee's employment with the Company or (ii) cease doing business with the Bank; providedCompany, however, and Employee agrees that nothing he will not assist any person or entity in taking any action described in the foregoing clauses (i) and (ii). For purposes of this Section or any other provision 6, (A) a “Customer” of this Agreement shall preclude or prohibit Executive, if Executive’s Term of employment with the Company and/or means any person, corporation, partnership, trust, division, business unit, department or agency which, at the Bank time of termination or within one year prior thereto, shall have expired be or Executive’s employment shall have been early terminateda customer, and within one year after the Expiration Date distributor or Termination Date, Executive shall have accepted employment with a successor employer (“New Employer”), from (a) entering into discussions or negotiations with any customers or active prospective customers agent of the Company or shall be or shall have been contacted by the Bank referred Company for the purpose of soliciting it to become a customer, distributor or agent of the Company; and (B) a “Supplier” of the Company means any person, corporation, partnership, trust, division, business unit, department or agency which, at the time of termination or within one year prior thereto, shall be or shall have been a supplier, vendor, manufacturer or developer for any product or service or significant component used in subparagraph (i) above regarding their entering into business any product or customer relationships or opening accounts with service of the New Employer, or Company. (b) engaging in discussions or negotiations with any officers During the period commencing on the date hereof and ending on the last day of the Company twenty- fourth (24th) full calendar month following the Employee's termination for any reason whatsoever, including but not limited to involuntary termination (with or without Cause) and/or voluntary termination, the Bank referred to in subparagraph (iii) above regarding their accepting employment with the New Employer, if in each such case such discussions and negotiations are not the resultEmployee will not, directly or indirectly, induce other employees of solicitations, inducements, approaches, overtures the Company to terminate their employment with the Company or other expressions of interest initiated by Executive with such customers or officers but rather are the result, directly or indirectly, of engage in any one or more such actions taken by such customers or such officers with Executive in his capacity as an employee of New EmployerCompeting Business.

Non-Solicitation. Executive recognizes that the business of Except as necessary, appropriate or desirable to perform his duties to the Company and the Bank is highly competitive, and therefore acknowledges and agrees that at all times while employed by the Company and/or the Bank and for a period of one year following the Expiration Date of Executive’s employment under this Agreement or earlier termination of such during his employment, Executive Barrack shall notnot during the Restricted Period, without CFI’s prior written consent, (i) directly or indirectly, individually on his own behalf or together with for any other personPerson, as owner, shareholder, investor, member, partner, proprietor, principalknowingly (A) solicit or induce any officer, director, officer, executive, manager, agent, representative, employee or independent contractor, consultant or otherwise: (i) solicit in any manner or seek to obtain the business of any person who is or was a customer or an active prospective customer contractor of the Company who is a natural person that provides consulting or the Bank during the one-year period prior advisory services with respect to the Expiration Date sourcing or Termination Date of Executive’s employment; or (ii) request consummating financings or advise any customer, supplier, vendor or others who were doing business with the Company or the Bank during the one-year period prior to the Expiration Date or Termination Date of Executive’s employment, or any other person, to terminate, reduce, limit or change their business or relationship with the Company or the Bank; or (iii) induce, request or attempt to influence any officer of the Company or the Bank investments to terminate his or her relationship with the Company, or (B) hire any such individual whom Barrack knows left the employment of the Company during the previous 12 months or (ii) directly or indirectly, on his own behalf or for any other Person, solicit or induce any investors to terminate (or diminish in any material respect) his, her or its relationship with the Company. For the avoidance of doubt, identification or doing business with or co-investing with any limited partners, investors, financing sources or capital markets intermediaries with regard to activity that is not prohibited by Section 3 above shall not be deemed to be a breach of this Section 4 or otherwise. Barrack shall not be in violation of this Section 4 by reason of providing a personal reference for any officer, director or employee of the Company or soliciting individuals for employment through a general advertisement not targeted specifically to officers, directors or employees of the BankCompany. This Section 4 shall not prohibit Barrack from (x) soliciting or hiring any of the Persons listed on Exhibit 2 attached hereto or (y) engaging the services of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇▇ during their employment with CFI solely in connection with Permitted Activities engaged in by Barrack; provided, however, that nothing with respect to clause (y), such employees will only provide services in connection with Permitted Activities consistent with services provided prior to the Effective Date. In addition, except as otherwise provided in this Section 4, during the Restricted Period, in the event that Barrack engages the services of any Business Employee in connection with any business of CC following the Effective Date or any other provision of this Agreement shall preclude or prohibit Executive, if Executive’s Term of employment in connection with the Company and/or Permitted Activities engaged in by Barrack, Barrack shall pay a reasonable fee (based on such Business Employee’s then current compensation and cost of providing benefits, relative to the Bank shall have expired or Executiveamount of such Business Employee’s employment shall have been early terminated, and within one year after the Expiration Date or Termination Date, Executive shall have accepted employment with a successor employer (“New Employer”), from (abusiness time spent performing such services to Barrack) entering into discussions or negotiations with any customers or active prospective customers of to the Company or for the Bank referred to in subparagraph (i) above regarding their entering into business or customer relationships or opening accounts with the New Employer, or (b) engaging in discussions or negotiations with any officers services of the Company or the Bank referred to in subparagraph (iii) above regarding their accepting employment with the New Employer, if in each such case such discussions and negotiations are not the result, directly or indirectly, of solicitations, inducements, approaches, overtures or other expressions of interest initiated by Executive with such customers or officers but rather are the result, directly or indirectly, of any one or more such actions taken by such customers or such officers with Executive in his capacity as an employee of New EmployerBusiness Employee.

Non-Solicitation. Executive recognizes that the business of the Company and the Bank is highly competitive, and therefore acknowledges and agrees that at all times while employed by the Company and/or the Bank During Executive’s employment and for a period of one year following the Expiration Date of Executive’s employment under this Agreement or earlier termination of such employment18 months thereafter, Executive shall not, agrees not to directly or indirectly, individually or together with any other person, as owner, shareholder, investor, member, partner, proprietor, principal, director, officer, executive, manager, agent, representative, independent contractor, consultant or otherwiseindirectly engage in the following prohibited conduct: (ia) solicit in Solicit, offer products or services to, or accept orders for, any manner Competitive Products or seek to obtain the otherwise transact any competitive business on behalf of any person who is or was a customer or an active prospective customer of the Company or the Bank during the one-year period prior to the Expiration Date or Termination Date of Executive’s employment; orCompetitor; (iib) request Attempt on behalf of any Competitor to entice or advise otherwise cause any customerthird party to withdraw, supplier, vendor curtail or others who were cease doing business with the Company (or any Affiliate thereof), specifically including customers, vendors, independent contractors and other third-party entities; (c) Except in the course of the Executive’s employment and for the benefit of the Company to the extent such information is not publicly known, disclose to any person or entity the identities, contacts or preferences of any customers of the Company (or any Affiliate thereof), or the Bank during identity of any other persons or entities having business dealings with the one-year period prior Company (or any Affiliate thereof); (d) Induce any individual who has been employed by or had provided services to the Expiration Date Company (or Termination Date any Affiliate thereof) within the six (6) month period immediately preceding the effective date of Executive’s employment, or any other person, separation to terminate, reduce, limit or change their business or terminate such relationship with the Company (or any Affiliate thereof); (e) Assist, coordinate or otherwise offer employment to, accept employment inquiries from, or employ any individual who is or had been employed by the BankCompany (or any Affiliate thereof) at any time within the six (6) month period immediately preceding such offer, or inquiry, provided that the provisions of this Section (e) shall not apply to generalized solicitations not targeted specifically at Company employees; (f) Communicate or indicate in any way to any customer of the Company (or any Affiliate thereof), prior to formal separation from the Company, any interest, desire, plan, or decision to separate from the Company; other than by way of long term retirement plans; or (iiig) induceOtherwise attempt on behalf of any Competitor to directly or indirectly interfere with the Company’s business, request or attempt to influence the business of any officer of the Company Companies or the Bank to terminate his their relationship with their employees, consultants, independent contractors or her employment with the Company or the Bank; provided, however, that nothing in this Section or any other provision of this Agreement shall preclude or prohibit Executive, if Executive’s Term of employment with the Company and/or the Bank shall have expired or Executive’s employment shall have been early terminated, and within one year after the Expiration Date or Termination Date, Executive shall have accepted employment with a successor employer (“New Employer”), from (a) entering into discussions or negotiations with any customers or active prospective customers of the Company or the Bank referred to in subparagraph (i) above regarding their entering into business or customer relationships or opening accounts with the New Employer, or (b) engaging in discussions or negotiations with any officers of the Company or the Bank referred to in subparagraph (iii) above regarding their accepting employment with the New Employer, if in each such case such discussions and negotiations are not the result, directly or indirectly, of solicitations, inducements, approaches, overtures or other expressions of interest initiated by Executive with such customers or officers but rather are the result, directly or indirectly, of any one or more such actions taken by such customers or such officers with Executive in his capacity as an employee of New Employercustomers.