Common use of Noncompetition and Nonsolicitation Clause in Contracts

Noncompetition and Nonsolicitation. (a) In view of Executive’s importance to the success of the Corporation, Executive and Corporation agree that the Corporation would likely suffer significant harm from Executive’s competing with Corporation during the Employment and for some period of time thereafter. Accordingly, Executive agrees that Executive shall not engage in competitive activities either: (A) while employed by Corporation; or (B) if Executive’s Employment is terminated during the term of this Agreement, during the Restricted Period (as defined below). Executive shall be deemed to engage in competitive activities if he shall, without the prior written consent of the Corporation, (i) in any county in which the Corporation has a branch office, ATM, loan processing center or any other facility, and all contiguous counties, (including the municipalities therein), render services directly or indirectly, as an employee, officer, director, consultant, advisor, partner or otherwise, for any organization or enterprise which competes directly or indirectly with the business of Corporation or any of its Affiliates in providing financial products or services (including, without limitation, banking, insurance, or securities products or services) to consumers and businesses, or (ii) directly or indirectly acquires any financial or beneficial interest in (except as provided in the next sentence) any organization which conducts or is otherwise engaged in a business or enterprise in any county in which the Corporation has a branch office, ATM, loan processing center or any other facility, and all contiguous counties, (including all municipalities therein) which competes directly or indirectly with the business of Corporation or any of its Affiliates in providing financial products or services (including, without limitation, banking, insurance or securities products or services) to consumers and businesses. Notwithstanding the preceding sentence, Executive shall not be prohibited from owning less than 1 percent of any class of publicly traded securities of a competitor. For purposes of this Section 13 the term “Restricted Period” shall equal twenty four (24) months, commencing as of the date of termination of Executive’s Employment during the term of this Agreement.

Noncompetition and Nonsolicitation. (a) In view of Executive’s importance to the success of the Corporation, Executive and Corporation agree that the Corporation would likely suffer significant harm from Executive’s competing with Corporation during the Employment and for some period of time thereafter. Accordingly, Executive agrees that Executive shall not engage in competitive activities either: (A) while employed by Corporation; or (B) if Executive’s Employment is terminated during the term of this Agreement, during the Restricted Period (as defined below). Executive shall be deemed to engage in competitive activities if he shall, without the prior written consent of the Corporation, (i) in any county in which the Corporation has a branch office, ATM, loan processing center or any other facility, and all contiguous counties, (including the municipalities therein), render services directly or indirectly, as an employee, officer, director, consultant, advisor, partner or otherwise, for any organization or enterprise which competes directly or indirectly with the business of Corporation or any of its Affiliates in providing financial products or services (including, without limitation, banking, insurance, or securities products or services) to consumers and businesses, or (ii) directly or indirectly acquires any financial or beneficial interest in (except as provided in the next sentence) any organization which conducts or is otherwise engaged in a business or enterprise in any county in which the Corporation has a branch office, ATM, loan processing center or any other facility, and all contiguous counties, (including all municipalities therein) which competes directly or indirectly with the business of Corporation or any of its Affiliates in providing financial products or services (including, without limitation, banking, insurance or securities products or services) to consumers and businesses. Notwithstanding the preceding sentence, Executive shall not be prohibited from owning less than 1 percent of any class of publicly traded securities of a competitor. For purposes of this Section 13 the term “Restricted Period” shall equal twenty four twelve (2412) months, commencing as of the date of termination of Executive’s Employment during the term of this Agreement.

Noncompetition and Nonsolicitation. During Term and for a period of two (a2) In view years following the effective date of the termination of Executive’s importance to employment by the success Company or another member of the CorporationCompany Group, the Executive and Corporation agree that the Corporation would likely suffer significant harm from Executive’s competing with Corporation during the Employment and for some period of time thereafter. Accordingly, Executive agrees that Executive shall not engage in competitive activities either: (A) while employed by Corporation; or (B) if Executive’s Employment is terminated during the term of this Agreement, during the Restricted Period (as defined below). Executive shall be deemed to engage in competitive activities if he shall, without the prior written consent of the Corporation, (i) in any county in which the Corporation has a branch officewill not, ATM, loan processing center or any other facility, and all contiguous counties, (including the municipalities therein), render services directly or indirectly, whether as an employeeowner, officerpartner, directorshareholder, consultant, advisoragent, partner employee, co-venturer or otherwise, for engage, participate, assist or invest in any organization Competing Business (as hereinafter defined) or enterprise which otherwise engage in any activity that competes directly or indirectly with the business of Corporation the Company or any other member of its Affiliates in providing financial products or services (including, without limitation, banking, insurance, or securities products or services) to consumers and businesses, or the Company Group; (ii) will refrain from directly or indirectly acquires employing, attempting to employ, recruiting or otherwise soliciting, inducing or influencing any financial person, then employed by or beneficial interest in employed within the twelve (except as provided in 12) months prior to such solicitation or attempt to employ (a “Company Employee”), to leave employment with the next sentence) any organization which conducts or is otherwise engaged in a business or enterprise in any county in which the Corporation has a branch office, ATM, loan processing center Company or any other facilitymember of the Company Group; and (iii) will refrain from contacting, soliciting or encouraging any customer or supplier of the Company Group to terminate or otherwise modify adversely its business relationship with such member of the Company Group. The Executive understands that the restrictions set forth in this Section 9(d) are intended to protect the interest of the Company Group in its Confidential Information and established employee, customer and supplier relationships and goodwill, and all contiguous counties, (including all municipalities therein) which competes directly or indirectly with the business of Corporation or any of its Affiliates in providing financial products or services (including, without limitation, banking, insurance or securities products or services) to consumers agrees that such restrictions are reasonable and businesses. Notwithstanding the preceding sentence, Executive shall not be prohibited from owning less than 1 percent of any class of publicly traded securities of a competitorappropriate for this purpose. For purposes of this Section 13 Agreement, the term “Restricted PeriodCompeting Business” shall equal twenty four (24) months, commencing as mean any business conducted anywhere in the world which is competitive with any business which the Company or any member of the date of termination of Executive’s Employment Company Group conducts or proposes to conduct at any time during the term Term. The provisions of this AgreementSection 9(d) shall not apply to passive investments in any mutual funds that may have investments in a Competing Business or in any enterprise the shares of which are publicly traded if such investment in such enterprise constitutes less than one percent (1%) of the equity of such enterprise.

Noncompetition and Nonsolicitation. (a) In view of Executive’s 's importance to the success of the Corporation, Executive and Corporation agree that the Corporation would likely suffer significant harm from Executive’s 's competing with Corporation during the Employment and for some period of time thereafter. Accordingly, Executive agrees that Executive shall not engage in competitive activities (except in Marginal Business Areas, as defined in Section 13(e)) either: (A) while employed by Corporation; or (B) if Executive’s 's Employment is terminated during the term of this Agreement, during the Restricted -9- Period (as defined below). Executive shall be deemed to engage in competitive activities if he shall, without the prior written consent of the Corporation, (i) in Branch County, Michigan, or in any county in which the Corporation has a branch office, ATM, loan processing center or any other facility, and all contiguous counties, thereto (including the municipalities therein), render services directly or indirectly, as an employee, officer, director, consultant, advisor, partner or otherwise, for any organization or enterprise which competes directly or indirectly with the business of Corporation or any of its Affiliates in providing financial products or services (including, without limitation, banking, insurance, or securities products or services) to consumers and businesses, or (ii) directly or indirectly acquires any financial or beneficial interest in (except as provided in the next sentence) any organization which conducts or is otherwise engaged in a business or enterprise in any county in which the Corporation has a branch officeBranch County, ATMMichigan, loan processing center or any other facility, and all of the counties contiguous counties, thereto (including all municipalities thereinmunicipalities) which competes directly or indirectly with the business of Corporation or any of its Affiliates in providing financial products or services (including, without limitation, banking, insurance or securities products or services) to consumers and businesses. Notwithstanding the preceding sentence, Executive shall not be prohibited from owning less than 1 percent of any class of publicly traded securities of a competitorsecurities. For purposes of this Section 13 the term “"Restricted Period” " shall equal twenty four one (241) monthsyear, commencing as of the date of termination of Executive’s 's Employment during the term of this Agreement.

Noncompetition and Nonsolicitation. (a) In view Executive acknowledges that in the course of Executivehis employment with the Company he will serve as a member of the Company’s importance senior management and will become familiar with the Company’s trade secrets and with other Confidential Information and that his services will be of special, unique and extraordinary value to the success of the Corporation, Executive and Corporation agree that the Corporation would likely suffer significant harm from Executive’s competing with Corporation during the Employment and for some period of time thereafterCompany. AccordinglyTherefore, Executive agrees that Executive that, during the Service Term, and during the twelve (12) month period following the Service Term, or if the Company elects to pay Extension Severance, the twenty-four (24) month period following the Service Term (collectively, the “Non-compete Period”), he shall not engage in competitive activities either: directly or indirectly (A) while employed by Corporation; own (except ownership of less than 5% of any class of securities which are listed for trading on any securities which are listed for trading on any securities exchange or (B) if Executive’s Employment is terminated during which are traded in the term of this Agreementover-the-counter market), during the Restricted Period (as defined below). Executive shall be deemed to engage in competitive activities if he shallmanage, without the prior written consent of the Corporationcontrol, (i) in any county in which the Corporation has a branch officeparticipate in, ATM, loan processing center or any other facility, and all contiguous counties, (including the municipalities therein)consult with, render services directly for, or indirectly, as an employee, officer, director, consultant, advisor, partner in any manner engage in the operation of a regionally accredited higher education institution or otherwise, for any organization or enterprise business in which competes directly or indirectly with Executive had significant involvement in the business of Corporation Company’s or any of its Affiliates in providing financial products or services predecessors’ business prior to Executive’s Separation; (including, without limitation, banking, insuranceB) solicit funds on behalf of, or securities products for the benefit of, any regionally accredited higher education institution other than the Company or servicesany other entity that competes with the Company; (C) solicit individuals who are current or prospective students of the Company to consumers be students for any other regionally accredited higher education institution; (D) induce or attempt to induce any employee of the Company to leave the employ of the Company, or in any way interfere with the relationship between the Company and businessesany employee thereof, or (iiE) directly induce or indirectly acquires attempt to induce any financial student, customer, supplier, licensee or beneficial interest in (except as provided in other business relation of the next sentence) any organization which conducts Company to cease doing business with, or is otherwise engaged in a modify its business relationship with, the Company, or enterprise in any county in which way interfere with or hinder the Corporation has a branch officerelationship between any such student, ATMcustomer, loan processing center supplier, licensee or any other facility, business relation and all contiguous counties, (including all municipalities therein) which competes directly or indirectly with the business of Corporation or any of its Affiliates in providing financial products or services (including, without limitation, banking, insurance or securities products or services) to consumers and businesses. Notwithstanding the preceding sentence, Executive shall not be prohibited from owning less than 1 percent of any class of publicly traded securities of a competitor. For purposes of this Section 13 the term “Restricted Period” shall equal twenty four (24) months, commencing as of the date of termination of Executive’s Employment during the term of this AgreementCompany.

Noncompetition and Nonsolicitation. (a) In view During the Term and for a period of Executive’s importance to 12 calendar months after the success termination of the CorporationExecutive's employment (the "Non-compete Period"), Executive and Corporation agree that the Corporation would likely suffer significant harm from Executive’s competing with Corporation during the Employment and for some period of time thereafter. Accordingly, Executive agrees that Executive shall not engage in competitive activities either: (A) while employed by Corporation; or (B) if Executive’s Employment is terminated during the term of this Agreementnot, during the Restricted Period (as defined below). Executive shall be deemed to engage in competitive activities if he shall, without the prior written consent of the Corporation, (i) in any county in which the Corporation has a branch office, ATM, loan processing center or any other facility, and all contiguous counties, (including the municipalities therein), render services directly or indirectly, either as an a principal, agent, employee, officeremployer, director, consultant, advisorstockholder, partner or otherwisein any other capacity whatsoever: (a) engage or assist others engaged, for in whole or in part, in any organization or enterprise business which competes directly or indirectly with the business of Corporation or any of its Affiliates in providing financial products or services (including, without limitation, banking, insurance, or securities products or services) to consumers and businesses, or (ii) directly or indirectly acquires any financial or beneficial interest in (except as provided in the next sentence) any organization which conducts or is otherwise engaged in a business or enterprise that is substantially similar to and in any county in which the Corporation has a branch office, ATM, loan processing center or any other facility, and all contiguous counties, (including all municipalities therein) which competes directly or indirectly competition with the business of Corporation the Company that the Company was engaged in, or a planned business of the Company that had been proposed in writing to senior officers of the Company or the Board and had not been rejected by the Company or the Board, during the period of the Executive's employment with the Company; or (b) without the prior consent of the Board, employ or solicit the employment of, or assist others in employing or soliciting the employment of, any individual employed by the Company (other than the Executive's personal assistant or Executive's secretary) at any time while the Executive was also so employed; provided, however, that the provisions of its Affiliates in providing financial products or services (including, without limitation, banking, insurance or securities products or services) to consumers and businesses. Notwithstanding the preceding sentence, Executive this Section 12 shall not be prohibited from owning less than 1 percent of any class of publicly traded securities of a competitorapply in the event the Company materially breaches this Agreement. For purposes of this Section 13 12, a business shall be in competition with the term “Restricted Period” shall equal twenty four (24) monthsCompany only if a significant portion of its business is to originate mortgage loans to or purchase real estate from and lease such real estate back to operators of single-tenant retail, commencing as of distribution or service companies in the date of termination of Executive’s Employment during the term United States. Notwithstanding any other provision of this Agreement, in the event the Executive's employment is terminated "For Cause," the Non-Compete Period shall be 12 calendar months. Nothing in this Section 12 shall impede, restrict or otherwise interfere with the Executive's management and operation of the Excluded Businesses. Further, nothing in this Section 12 shall prohibit Executive from making any passive investment in a public company, or where he is the owner of 5% or less of the issued and outstanding voting securities of any entity, provided such ownership does not result in his being obligated or required to devote any managerial efforts. The Executive agrees that the restraints imposed upon his pursuant to this Section 12 are necessary for the reasonable and proper protection of the Company and its subsidiaries and affiliates, and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area. The parties further agree that, in the event that any provision of this Section 12 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, such provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by law.

Noncompetition and Nonsolicitation. (a) In view of Executive’s importance to the success of the Corporation, Executive and Corporation agree that the Corporation would likely suffer significant harm from Executive’s competing with Corporation during the Employment and for some period of time thereafter. Accordingly, Executive agrees that Executive shall not engage in competitive activities either: (A) while employed by Corporation; or (B) if Executive’s Employment is terminated during the term of this Agreement, during the Restricted Period (as defined below). Executive shall be deemed to engage in competitive activities if he shall, without the prior written consent of the Corporation, (i) in any county in which the Corporation or any of its Affiliates has a branch office, ATM, office or loan processing center or any other facility, production office and all contiguous counties, counties (including the municipalities therein), render services directly or indirectly, as an employee, officer, director, consultant, advisor, partner or otherwise, for any organization or enterprise which competes directly or indirectly with the business of Corporation or any of its Affiliates in providing financial products or services (including, without limitation, banking, insurance, or securities products or services) to consumers and businesses, or (ii) directly or indirectly acquires any financial or beneficial interest in (except as provided in the next sentence) any organization which conducts or is otherwise engaged in a business or enterprise in any county in which the Corporation or any of its Affiliates has a branch office, ATM, office or loan processing center or any other facility, production office and all contiguous counties, counties (including all municipalities therein) which competes directly or indirectly with the business of Corporation or any of its Affiliates in providing financial products or services (including, without limitation, banking, insurance or securities products or services) to consumers and businesses. Notwithstanding the preceding sentence, Executive shall not be prohibited from owning less than 1 percent of any class of publicly traded securities of a competitor. For purposes of this Section 13 the term “Restricted Period” shall equal twenty twenty-four (24) months, commencing as of the date of termination of Executive’s Employment during the term of this Agreement.

Noncompetition and Nonsolicitation. (a) In view of Executive’s importance to the success of the Corporation, Executive and the Corporation agree that the Corporation would likely suffer significant harm from Executive’s competing with the Corporation during the Employment employment and for some period of time thereafter. Accordingly, Executive agrees that Executive shall not engage in competitive activities (except in Marginal Business Areas, as defined in Section 7(e)) either: (A) while employed by the Corporation; or (B) if Executive’s Employment employment is terminated during the term of this Agreement, during the Restricted Period (as defined below). Executive shall be deemed to engage in competitive activities if he Executive shall, without the prior written consent of the Corporation, (i) in Ottawa County, Kent County, or Allegan County, Michigan, or in any county in which the Corporation has a branch office, ATM, loan processing center or any other facility, and all contiguous counties, thereto (including the municipalities therein), render services directly or indirectly, as an employee, officer, director, consultant, advisor, partner or otherwise, for any organization or enterprise which competes directly or indirectly with the business of the Corporation or any of its Affiliates in providing financial products or services (including, without limitation, banking, insurance, trust or securities investment products or services) to consumers and businesses, or (ii) directly or indirectly acquires any financial or beneficial interest in (except as provided in the next sentence) any organization which conducts or is otherwise engaged in a business or enterprise in any county in which the Corporation has a branch officeOttawa County, ATMKent County, loan processing center or Allegan County, Michigan, or any other facility, and all of the counties contiguous counties, thereto (including all municipalities thereinmunicipalities) which competes directly or indirectly with the business of the Corporation or any of its Affiliates in providing financial products or services (including, without limitation, banking, insurance insurance, trust or securities investment products or services) to consumers and businesses. Notwithstanding the preceding sentence, Executive shall not be prohibited from owning less than 1 one percent (1%) of any class of publicly traded securities of a competitor. For purposes of this Section 13 the term “Restricted Period” shall equal twenty four (24) months, commencing as of the date of termination of Executive’s Employment during the term of this Agreementsecurities.

Noncompetition and Nonsolicitation. Executive acknowledges that the development of personal contacts and relationships is an essential element of Employer's and Employer's affiliates' business, that Employer has invested considerable time and money in his development of such contacts and relationships, that Employer and its affiliates could suffer irreparable harm if he were to leave Employer's employment and solicit the business of customers of Employer or Employer's affiliates and that it is reasonable to protect Employer against competitive activities by Executive. Executive agrees that the non-competition provisions set forth herein are necessary for the protection of Employer and its affiliates and are reasonably limited as to (a) the scope of activities affected, (b) their duration and geographic scope, and (c) their effect on Executive and the public. In view the event Executive violates the non-competition provisions set forth herein, Employer shall be entitled, in addition to its other legal remedies, to enjoin the employment of Executive’s importance to Executive with any Significant Competitor for the success period set forth herein. If Executive violates this covenant and Employer brings legal action for injunctive or other relief, Employer shall not, as a result of the Corporationtime involved in obtaining such relief, Executive and Corporation agree that be deprived of the Corporation would likely suffer significant harm from Executive’s competing with Corporation during benefit of the Employment and for some full period of time thereafterthe restrictive covenant. Accordingly, Executive agrees that Executive shall not engage in competitive activities either: (A) while employed by Corporation; or (B) if Executive’s Employment is terminated during the term of this Agreement, during the Restricted Period (as defined below). Executive covenant shall be deemed to engage in competitive activities if he shallhave the duration specified herein, without computed from the prior written consent date relief is granted, but reduced by any period between commencement of the Corporationperiod and the date of the first violation. Executive acknowledges that as a result of his employment with Employer or its affiliates Executive has access to confidential information concerning Employer's business, (i) in any county in which customers and services. Executive agrees that during the Corporation has a branch officeEmployment Term or subsequent thereto, ATMhe will not, loan processing center or any other facility, and all contiguous counties, (including the municipalities therein), render services directly or indirectly, as an employeewhether in original, officerduplicated, directorcomputerized or other form, consultantuse, advisordisclose or divulge to any person, partner agency, firm, corporation or otherwiseother entity any confidential or proprietary information, for any organization or enterprise which competes directly or indirectly with the business of Corporation or any of its Affiliates in providing financial products or services (including, without limitation, bankingcustomer lists, insurancereports, files, manuals, training materials, records or securities products or services) to consumers and businessesinformation of any kind, or (ii) directly or indirectly acquires any financial or beneficial interest in (except as provided in the next sentence) any organization which conducts or is otherwise engaged in a business or enterprise in any county in which the Corporation has a branch office, ATM, loan processing center or any other facilitysecret or confidential information pertaining to the products, services, customers or prospective customers, sales, technology and all contiguous counties, (including all municipalities therein) which competes directly business affairs or indirectly with the business methods of Corporation Employer or any of its Affiliates in providing financial products affiliates (collectively "Confidential Information") which Executive acquires or services (including, without limitation, banking, insurance or securities products or services) has access to consumers and businessesduring the Employment Term. Notwithstanding the preceding sentenceforegoing, Confidential Information shall not include information or data which is otherwise available in the public domain. Executive agrees that he will not at any time either during or subsequent to his employment with Employer disclose or transmit, either directly or indirectly, any Confidential Information of Employer or its affiliates to any person, firm, corporation, association, or other entity, and will not remove this information, in any form whatsoever, from the premises or data base of Employer or its affiliates, except as required in the ordinary course of business as is necessary to perform Executive's duties or as required by applicable law. In the event of Executive's termination from employment from Employer for any reason, Executive shall not be prohibited from owning less than 1 percent immediately return all Confidential Information of Employer, including any class of publicly traded securities of a competitororiginal, computerized or duplicated records to Employer. For purposes of this Section 13 the term “Restricted Period” shall equal twenty four (24) months, commencing as of the date of termination of Executive’s Employment Executive agrees that during the term of his employment with Employer, and for a term of twelve (12) months thereafter, he will not, directly or indirectly, on behalf of himself or on behalf of any other individual or entity, as an agent or otherwise contact, influence or encourage any of the customers of Employer, of which Executive has knowledge or based on his capacity of employment for Employer or its subsidiaries should reasonable have had knowledge, for the purpose of soliciting business or inducing such customer to acquire any product or service that is provided or under development by Employer or its affiliates from any entity other than Employer. Executive agrees that during the term of his employment with Employer, and for a period of twelve (12) months thereafter, he will not, directly or indirectly, encourage, induce, or entice any employee of Employer or its affiliates to leave the employment of Employer or its affiliates. Executive agrees that if he violates the covenants under this Agreementsection, Employer shall be entitled to an accounting and repayments of all profits, compensation, commissions and other remuneration or benefits which the Executive has realized or may realize as the result of or in connection with any such violation. Executive further agrees that money damages may be difficult to ascertain in case of a breach of this covenant, and Executive therefore agrees that Employer or its affiliates shall be entitled to injunctive relief in addition to any other remedy to which Employer or its affiliates may be entitled.

Noncompetition and Nonsolicitation. (a) In view of Executive’s 's importance to the success of the Corporation, Executive and Corporation agree that the Corporation would likely suffer significant harm from Executive’s 's competing with Corporation during the Employment and for some period of time thereafter. Accordingly, Executive agrees that Executive shall not engage in competitive activities (except in Marginal Business Areas, as defined in Section 13(e)) either: (A) while employed by Corporation; or (B) if Executive’s 's Employment is terminated during the term of this Agreement, during the Restricted Period (as defined below). Executive shall be deemed to engage in competitive activities if he shall, without the prior written consent of the Corporation, (i) in Branch County, Michigan, or in any county in which the Corporation has a branch office, ATM, loan processing center or any other facility, and all contiguous counties, thereto (including the municipalities therein), render services directly or indirectly, as an employee, officer, director, consultant, advisor, partner or otherwise, for any organization or enterprise which competes directly or indirectly with the business of Corporation or any of its Affiliates in providing financial products or services (including, without limitation, banking, insurance, or securities products or services) to consumers and businesses, or (ii) directly or indirectly acquires any financial or beneficial interest in (except as provided in the next sentence) any organization which conducts or is otherwise engaged in a business or enterprise in any county in which the Corporation has a branch officeBranch County, ATMMichigan, loan processing center or any other facility, and all of the counties contiguous counties, thereto (including all municipalities thereinmunicipalities) which competes directly or indirectly with the business of Corporation or any of its Affiliates in providing financial products or services (including, without limitation, banking, insurance or securities products or services) to consumers and businesses. Notwithstanding the preceding sentence, Executive shall not be prohibited from owning less than 1 percent of any class of publicly traded securities of a competitorsecurities. For purposes of this Section 13 the term “"Restricted Period” " shall equal twenty four one (241) monthsyear, commencing as of the date of termination of Executive’s 's Employment during the term of this Agreement.

Noncompetition and Nonsolicitation. During Employee’s employment with the Company and for any period following employment during which he is entitled to receive post-employment compensation in any form at the rate of his ending Base Salary, Employee shall refrain from directly or indirectly, on his own behalf or on behalf of any other person or entity, competing with the Company or any of its subsidiaries, anywhere in North America, including but not limited to directly or indirectly engaging or investing in, owning, managing, operating, financing, controlling, or participating in the ownership, management, operation, financing, or control of, being employed by, associated with, or in any manner connected with, or rendering services or advice to, in any capacity whatsoever (a) In view of Executive’s importance to the success whether individually or as a shareholder (except as a shareholder owning less than 1 % or less of the Corporationoutstanding capital stock of a publicly traded corporation), Executive and Corporation agree partner, member, director, officer, employee, or consultant), for any entity or person that engages in or is in the Corporation would likely suffer significant harm from Executive’s competing process of or anticipates engaging in any business which in any manner competes with Corporation during the Employment and for some period Company or any of time thereafterits subsidiaries. AccordinglyIn the event that Employee violates the terms of this Section 9, Executive agrees that Executive shall not engage in competitive activities either: (A) while employed by Corporation; or (B) if Executive’s Employment is terminated during the term of this Agreement, during the Restricted Period (as defined below). Executive covenant not to compete shall be deemed extended for a period of time equal to engage in competitive activities if he shallthe period of time that Employee was violating the terms of this Section 9. During Employee’s employment with the Company, and for a period of twelve (12) months following the end of his employment for any reason, whether voluntary or involuntary, and with or without the prior written consent existence of the Corporationpost-employment compensation, Employee shall not, directly or indirectly, (i) induce or attempt to induce any employee of the Company to leave the employ of the Company, (ii) in any county in which way interfere with the Corporation has a branch office, ATM, loan processing center or relationship between the Company and any other facility, and all contiguous countiesof its employees, (including the municipalities therein)iii) employ, render services directly or indirectly, otherwise engage as an employee, officerindependent contractor, director, consultant, advisor, partner or otherwise, for any organization employee of the Company, or enterprise which competes directly (iv) induce or indirectly attempt to induce any supplier or licensee of the Company to cease doing business with the business Company, or in any way interfere with the relationship between any supplier or licensee of Corporation the Company. During Employee’s employment with the Company and for all time thereafter, Employee shall not disparage, or induce others to disparage, the Company, its owners, employees, practices, products or services. For purposes of Section 9, “employee” shall mean any then-current employee or individual who was employed by the Company at any time during the six (6) month period immediately preceding the end of Employee’s employment. In the event of a breach by Employee of any covenant set forth in this Section 9, the term of such covenant will be extended by the period of the duration of such breach. Employee will not, at any time during or after employment, disparage the Company or any of its Affiliates in providing financial products or services (includingowners, without limitationdirectors, bankingofficers, insuranceemployees, or securities agents, products or services) to consumers and businesses. Employee will within ten days after accepting any employment, or (ii) directly or indirectly acquires any financial or beneficial interest in (except as provided in advise the next sentence) any organization which conducts or is otherwise engaged in a business or enterprise in any county in which Company of the Corporation has a branch office, ATM, loan processing center or any other facility, and all contiguous counties, (including all municipalities therein) which competes directly or indirectly with the business of Corporation or any of its Affiliates in providing financial products or services (including, without limitation, banking, insurance or securities products or services) to consumers and businesses. Notwithstanding the preceding sentence, Executive shall not be prohibited from owning less than 1 percent identity of any class employer of publicly traded securities of Employee. The Company may serve notice upon each such employer that Employee is bound by this Agreement and furnish each such employer with a competitor. For purposes copy of this Section 13 the term “Restricted Period” shall equal twenty four (24) months, commencing as of the date of termination of Executive’s Employment during the term of this AgreementAgreement or relevant portions thereof.

Noncompetition and Nonsolicitation. (a) In view of Executive’s importance to the success of the Corporation, Executive and the Corporation agree that the Corporation would likely suffer significant harm from Executive’s competing with the Corporation during the Employment employment and for some period of time thereafter. Accordingly, Executive agrees that Executive shall not engage in competitive activities (except in Marginal Business Areas, as defined in Section 7(e)) either: (A) while employed by the Corporation; or (B) if Executive’s Employment employment is terminated during the term of this Agreement, during the Restricted Period (as defined below). Executive shall be deemed to engage in competitive activities if he Executive shall, without the prior written consent of the Corporation, (i) in Ottawa County, Kent County, or Allegan County, Michigan, or in any county in which the Corporation has a branch office, ATM, loan processing center or any other facility, and all contiguous counties, thereto (including the municipalities therein), render services directly or indirectly, as an employee, officer, director, consultant, advisor, partner or otherwise, for any organization or enterprise which competes directly or indirectly with the business of the Corporation or any of its Affiliates in providing financial products or services (including, without limitation, banking, insurance, trust or securities investment products or services) to consumers and businesses, or (ii) directly or indirectly acquires any financial or beneficial interest in (except as provided in the next sentence) any organization which conducts or is otherwise engaged in a business or enterprise in any county in which the Corporation has a branch officeOttawa County, ATMKent County, loan processing center or Allegan County, Michigan, or any other facility, and all of the counties contiguous counties, thereto (including all municipalities thereinmunicipalities) which competes directly or indirectly with the business of the Corporation or any of its Affiliates in providing financial products or services (including, without limitation, banking, insurance insurance, trust or securities investment products or services) to consumers and businesses. Notwithstanding the preceding sentence, Executive shall not be prohibited from owning less than 1 one percent (1%) of any class of publicly traded securities of a competitorsecurities. For purposes of this Section 13 7 the term “Restricted Period” shall equal twenty twenty-four (24) months, commencing as of months following the date of termination of Executive’s Employment employment during the term of this Agreement. If Executive is in breach of Section 7, then the Restricted Period will be extended for a period equal to the duration of Executive’s breach.

Noncompetition and Nonsolicitation. (a) In view of Executive’s importance to the success of the Corporation, Executive and Corporation agree that the Corporation would likely suffer significant harm from Executive’s competing with Corporation during the Employment and for some period of time thereafter. Accordingly, Executive agrees that Executive shall not engage in competitive activities either: (A) while employed by Corporation; or (B) if Executive’s Employment is terminated during the term of this Agreement, during the Restricted Period (as defined below). Executive shall be deemed to engage in competitive activities if he shall, without the prior written consent of the Corporation, (i) in any county in which the Corporation has a branch office, ATM, loan processing center or any other facility, and all contiguous counties, (including the municipalities therein), render services directly or indirectly, as an employee, officer, director, consultant, advisor, partner or otherwise, for any organization or enterprise which competes directly or indirectly with the business of Corporation or any of its Affiliates in providing financial products or services (including, without limitation, banking, insurance, or securities products or services) to consumers and businesses, or (ii) directly or indirectly acquires any financial or beneficial interest in (except as provided in the next sentence) any organization which conducts or is otherwise engaged in a business or enterprise in any county in which the Corporation has a branch office, ATM, loan processing center or any other facility, and all contiguous counties, (including all municipalities therein) which competes directly or indirectly with the business of Corporation or any of its Affiliates in providing financial products or services (including, without limitation, banking, insurance or securities products or services) to consumers and businesses. Notwithstanding the preceding sentence, Executive shall not be prohibited from owning less than 1 percent of any class of publicly traded securities of a competitor. For purposes of this Section 13 the term “Restricted Period” shall equal twenty four twelve (2412) months, commencing as of the date of termination of Executive’s Employment during the term of this AgreementAgreement by the Corporation without Cause or by Executive without Good Reason before a Change in Control or by either the Corporation or Executive for any reason after a Change in Control. For the avoidance of doubt, the Restricted Period shall not apply following a termination of Executive’s Employment during the term of this Agreement by the Corporation with Cause or by Executive with Good Reason.

Noncompetition and Nonsolicitation. (a) In view of Executive’s importance to During the success of the Corporation, Executive and Corporation agree that the Corporation would likely suffer significant harm from Executive’s competing with Corporation during the Employment Transition Period and for some period of time six (6) months thereafter. Accordingly, the Executive agrees that Executive shall not engage (i) will not, directly or indirectly, whether as owner, partner, shareholder, consultant, agent, employee, co-venturer or otherwise, engage, participate, assist or invest in competitive activities either: (A) while employed by Corporation; or (B) if Executive’s Employment is terminated during the term of this Agreement, during the Restricted Period any Competing Business (as defined below). Executive shall be deemed to engage in competitive activities if he shall, without the prior written consent of the Corporation, ; (iii) in any county in which the Corporation has a branch office, ATM, loan processing center or any other facility, and all contiguous counties, (including the municipalities therein), render services directly or indirectly, as an employee, officer, director, consultant, advisor, partner or otherwise, for any organization or enterprise which competes will refrain from directly or indirectly employing, attempting to employ, recruiting or otherwise soliciting, inducing or influencing any person to leave employment with the Company (other than terminations of employment of subordinate employees undertaken in the course of the Executive’s performance of the Services); and (iii) will refrain from soliciting or encouraging any customer or supplier to terminate or otherwise modify adversely its business of Corporation or any of its Affiliates relationship with the Company. The Executive understands that the restrictions set forth in providing financial products or services (including, without limitation, banking, insurance, or securities products or servicesthis Section 6(d) are intended to consumers and businesses, or (ii) directly or indirectly acquires any financial or beneficial protect the Company’s interest in (except as provided in the next sentence) any organization which conducts or is otherwise engaged in a business or enterprise in any county in which the Corporation has a branch officeits Confidential Information and established employee, ATM, loan processing center or any other facilitycustomer and supplier relationships and goodwill, and all contiguous counties, (including all municipalities therein) which competes directly or indirectly with the business of Corporation or any of its Affiliates in providing financial products or services (including, without limitation, banking, insurance or securities products or services) to consumers agrees that such restrictions are reasonable and businesses. Notwithstanding the preceding sentence, Executive shall not be prohibited from owning less than 1 percent of any class of publicly traded securities of a competitorappropriate for this purpose. For purposes of this Section 13 Separation Agreement, the term “Restricted PeriodCompeting Business” shall equal twenty four (24) months, commencing mean a business conducted anywhere in any jurisdiction where the Company and/or its affiliates conduct such business as of the expiration of the Transition Period, and shall be deemed to include, without limitation, any business activity or jurisdiction which is covered by or included in a written proposal or business plan existing on the date of termination the expiration Transition Period with the Company, which is competitive with any business which the Company or any of Executive’s Employment its affiliates conducts or proposes to conduct at any time during the term Executives performance of this Agreementthe Services. Notwithstanding the foregoing, (i) the Executive may own up to one percent (1%) of the outstanding stock of a publicly held corporation which constitutes or is affiliated with a Competing Business, and (ii) the companies listed on Exhibit A hereto shall not be deemed to be a Competing Business.

Noncompetition and Nonsolicitation. The Executive agrees that for a period of 12 months following the termination of the Executive’s employment with any CenterState Company for any reason whatsoever except (1) if terminated by a CenterState Company without cause; (2) if terminated by the Executive with good reason; or (3) change of control, the Executive will not enter the employ of, or have any interest in, directly or indirectly (either as executive, director, officer, consultant, agent or employee) of any other bank or financial institution or any entity which either accepts deposits or makes loans (whether presently existing or subsequently established) and which has an office located within a radius of 50 miles of any office of any CenterState Company. In addition, during such 12 month period, the Executive agrees that the Executive will not (a) In view solicit for employment by the Executive or anyone else, or employ, any employee of Executiveany CenterState Company or any person who was an employee of any CenterState Company within 12 months prior to such solicitation of employment; (b) induce, or attempt to induce, any employee of any CenterState Company to terminate such employee’s importance employment with any CenterState Company; (c) induce, or attempt to the success induce, anyone having a business relationship with any CenterState Company to terminate or curtail such relationship or, on behalf of the Corporationhimself or anyone else, Executive and Corporation agree that the Corporation would likely suffer significant harm from Executive’s competing to compete with Corporation during the Employment and for some period of time thereafter. Accordingly, Executive agrees that Executive shall not engage in competitive activities either: (A) while employed by Corporationany CenterState Company; or (Bd) if permit anyone controlled by the Executive, or any person acting on behalf of the Executive or any controlled by an employee of the Executive, to do any of the foregoing. The Executive’s Employment is terminated during the term of this Agreement, during the Restricted Period (as defined below). Executive employment shall be deemed to engage have been terminated for cause if as a result of the Executive’s (i) failure to comply with the policies of any CenterState Company established from time to time; (ii) engaging in competitive activities conduct involving fraud, deceit, personal dishonesty, breach of fiduciary or any other conduct which may adversely affect the business or reputation of any CenterState Company; (iii) knowingly violating any banking law or regulation; (iv) becoming subject to continuing intemperance in the use of alcohol or drugs which has adversely affected, or may adversely affect, the business or reputation of any CenterState Company, or being convicted of a crime involving moral turpitude; (v) intentional failure to perform stated duties; or (vi) filing, or having filed against the Executive, any petition under the Federal bankruptcy laws of any state insolvency laws. The Executive’s employment shall be deemed to have been terminated for good reason if he shall, (a) without the prior express written consent of the CorporationExecutive, there is any reduction of the Executive’s base salary with any CenterState Company, (ib) without the express written consent of the Executive, any CenterState Company requires the Executive to be based in any county in office or location other than at which the Corporation has a branch office, ATM, loan processing center or any other facility, Executive is based (except for travel which is reasonably required in the performance of the Executive’s responsibilities and all contiguous counties, (including which is substantially similar as to frequency and duration to the municipalities thereintravel required of the Executive during the one-year period immediately prior to the execution of this Agreement), render services directly or indirectly, as an employee, officer, director, consultant, advisor, partner or otherwise, for any organization or enterprise which competes directly or indirectly with the business of Corporation or any of its Affiliates in providing financial products or services (including, without limitation, banking, insurance, or securities products or services) to consumers and businesses, or (iic) directly without the express written consent of the Executive, any CenterState Company significantly reduces the duties, responsibilities, authority or indirectly acquires any financial title of the Executive. Any termination by a CenterState Company for cause or beneficial interest by the Executive for good reason shall be communicated by a notice of termination to the other party. The notice of termination shall (a) set forth in (except as provided in reasonable detail the next sentence) any organization which conducts or is otherwise engaged in facts and circumstances providing a business or enterprise in any county in which basis for termination of the Corporation has a branch office, ATM, loan processing center or any other facilityExecutive’s employment under the provisions so indicated, and all contiguous counties, (including all municipalities thereinb) which competes directly or indirectly with specifies the business of Corporation or any of its Affiliates in providing financial products or services (including, without limitation, banking, insurance or securities products or services) to consumers and businesses. Notwithstanding the preceding sentence, Executive shall not be prohibited from owning less than 1 percent of any class of publicly traded securities of a competitor. For purposes of this Section 13 the term “Restricted Period” shall equal twenty four (24) months, commencing as termination date of the date of termination of Executive’s Employment during the term of this Agreementemployment.

Noncompetition and Nonsolicitation. (a) In view During the Term and for a period of Executive’s importance to 12 calendar months after the success termination of the CorporationExecutive's employment (the "Non-compete Period"), Executive and Corporation agree that the Corporation would likely suffer significant harm from Executive’s competing with Corporation during the Employment and for some period of time thereafter. Accordingly, Executive agrees that Executive shall not engage in competitive activities either: (A) while employed by Corporation; or (B) if Executive’s Employment is terminated during the term of this Agreementnot, during the Restricted Period (as defined below). Executive shall be deemed to engage in competitive activities if he shall, without the prior written consent of the Corporation, (i) in any county in which the Corporation has a branch office, ATM, loan processing center or any other facility, and all contiguous counties, (including the municipalities therein), render services directly or indirectly, either as an a principal, agent, employee, officeremployer, director, consultant, advisorstockholder, partner or otherwisein any other capacity whatsoever: (a) engage or assist others engaged, for in whole or in part, in any organization or enterprise business which competes directly or indirectly with the business of Corporation or any of its Affiliates in providing financial products or services (including, without limitation, banking, insurance, or securities products or services) to consumers and businesses, or (ii) directly or indirectly acquires any financial or beneficial interest in (except as provided in the next sentence) any organization which conducts or is otherwise engaged in a business or enterprise that is substantially similar to and in any county in which the Corporation has a branch office, ATM, loan processing center or any other facility, and all contiguous counties, (including all municipalities therein) which competes directly or indirectly competition with the business of Corporation the Company that the Company was engaged in, or a planned business of the Company that had been proposed in writing to senior officers of the Company or the Board and had not been rejected by the Company or the Board, during the period of the Executive's employment with the Company; or (b) without the prior consent of the Board, employ or solicit the employment of, or assist others in employing or soliciting the employment of, any individual employed by the Company (other than the Executive's personal assistant or Executive's secretary) at any time while the Executive was also so employed; provided, however, that the provisions of its Affiliates in providing financial products or services (including, without limitation, banking, insurance or securities products or services) to consumers and businesses. Notwithstanding the preceding sentence, Executive this Section 12 shall not be prohibited from owning less than 1 percent of any class of publicly traded securities of a competitorapply in the event the Company materially breaches this Agreement. For purposes of this Section 13 12, a business shall be in competition with the term “Restricted Period” shall equal twenty four (24) monthsCompany only if a significant portion of its business is to originate mortgage loans to or purchase real estate from and lease such real estate back to operators of single-tenant retail, commencing as of distribution or service companies in the date of termination of Executive’s Employment during the term United States. Notwithstanding any other provision of this Agreement, in the event the Executive's employment is terminated "For Cause," the Non-Compete Period shall be 12 calendar months. Nothing in this Section 12 shall impede, restrict or otherwise interfere with the Executive's management and operation of the Excluded Businesses. Further, nothing in this Section 12 shall prohibit Executive from making any passive investment in a public company, or where she is the owner of 5% or less of the issued and outstanding voting securities of any entity, provided such ownership does not result in her being obligated or required to devote any managerial efforts. The Executive agrees that the restraints imposed upon her pursuant to this Section 12 are necessary for the reasonable and proper protection of the Company and its subsidiaries and affiliates, and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area. The parties further agree that, in the event that any provision of this Section 12 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, such provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by law.

Noncompetition and Nonsolicitation. (ai) In view of During Executive’s importance to employment with the success of the Corporation, Executive and Corporation agree that the Corporation would likely suffer significant harm from Executive’s competing with Corporation during the Employment Company and for some a period of time thereafter. Accordingly, Executive agrees that Executive shall not engage in competitive activities either: twelve (A12) while employed by Corporation; or months following termination of employment for any reason (B) if Executive’s Employment is terminated during the term of this Agreement, during the “Restricted Period (as defined belowPeriod”). Executive shall be deemed to engage in competitive activities if he shall, without the prior written consent of the CorporationCompany, (i) in Executive shall not within the United States, United Kingdom or any county other city, county, state, commonwealth, province, territory, country or political subdivision in which the Corporation Group operates or has a branch officetaken steps to operate prior to the termination of Executive’s employment, ATM, loan processing center or any other facility, and all contiguous counties, (including the municipalities therein), render services directly or indirectly, either for Executive or any other person or entity, manage, control, materially participate in, permit Executive’s name to be used by, act as an employeeconsultant or advisor to, officeror render material services for (alone or in association with any person, directorfirm, consultantcorporation or other business organization), advisorany entity that engages in or has taken material steps to prepare to engage in, partner or otherwiseowns, for invests in, manages, conducts or controls any organization venture or enterprise which competes directly engaged in or indirectly with preparing to engage in, any Competitive Business; provided that it shall not be a violation of this Section 5(c)(i) for Executive to do any of the foregoing at an entity or an affiliated group of entities that engage in or has taken material steps to prepare to engage in, or owns, invests in, manages, conducts or controls any venture or enterprise engaged in or preparing to engage in, a Competitive Business so long as Executive is not involved in such Competitive Business. Nothing herein shall prohibit Executive from being a passive owner of the equity securities of a corporation engaged in any Competitive Business, so long as Executive has no active participation in the business of Corporation or any of its Affiliates in providing financial products or services (includingsuch corporation. As used herein, without limitation, banking, insurance, or securities products or services) to consumers and businesses, or (ii) directly or indirectly acquires any financial or beneficial interest in (except as provided in the next sentence) any organization which conducts or is otherwise engaged in a business or enterprise in any county in which the Corporation has a branch office, ATM, loan processing center or any other facility, and all contiguous counties, (including all municipalities therein) which competes directly or indirectly with the business of Corporation or any of its Affiliates in providing financial products or services (including, without limitation, banking, insurance or securities products or services) to consumers and businesses. Notwithstanding the preceding sentence, Executive shall not be prohibited from owning less than 1 percent of any class of publicly traded securities of a competitor. For purposes of this Section 13 the term “Restricted PeriodCompetitive Business” shall equal twenty four (24) monthsmean any business which provides investment advisory or investment management services. Service on other boards approved by the Board and as permitted pursuant to the Offer Letter, commencing as of the date of termination of Executive’s Employment during the term is not considered a violation of this Agreementparagraph 5(c).

Noncompetition and Nonsolicitation. During Term and for a period of twelve (a12) In view months following the effective date of the termination of Executive’s importance to employment by the success Parent or another member of the CorporationParent Group, the Executive and Corporation agree that the Corporation would likely suffer significant harm from Executive’s competing with Corporation during the Employment and for some period of time thereafter. Accordingly, Executive agrees that Executive shall not engage in competitive activities either: (A) while employed by Corporation; or (B) if Executive’s Employment is terminated during the term of this Agreement, during the Restricted Period (as defined below). Executive shall be deemed to engage in competitive activities if he shall, without the prior written consent of the Corporation, (i) in any county in which the Corporation has a branch officewill not, ATM, loan processing center or any other facility, and all contiguous counties, (including the municipalities therein), render services directly or indirectly, whether as an employeeowner, officerpartner, directorshareholder, consultant, advisoragent, partner employee, co-venturer or otherwise, for engage, participate, assist or invest in any organization Competing Business (as hereinafter defined) or enterprise which otherwise engage in any activity that competes directly or indirectly with the business of Corporation the Parent or any other member of its Affiliates in providing financial products the Parent Group over which the Executive exercises direct or services (including, without limitation, banking, insurance, or securities products or services) to consumers and businesses, or indirect management control; (ii) will refrain from directly or indirectly acquires employing, attempting to employ, recruiting or otherwise soliciting, inducing or influencing any financial or beneficial interest in (except as provided in the next sentence) any organization which conducts or is otherwise engaged in a business or enterprise in any county in which the Corporation has a branch officeperson, ATM, loan processing center then employed by Parent or any other facilitymember of the Parent Group or employed by Parent or any other member of the Parent Group within the twelve (12) months prior to such solicitation or attempt to employ (a “Parent Employee”), to leave employment with the Parent or any other member of the Parent Group; and (iii) will refrain from contacting, soliciting or encouraging any customer or supplier of the Parent Group to terminate or otherwise modify adversely its business relationship with such member of the Parent Group. The Executive understands that the restrictions set forth in this Section 9(d) are intended to protect the interest of the Parent Group in its Confidential Information and established employee, customer and supplier relationships and goodwill, and all contiguous counties, (including all municipalities therein) which competes directly or indirectly with the business of Corporation or any of its Affiliates in providing financial products or services (including, without limitation, banking, insurance or securities products or services) to consumers agrees that such restrictions are reasonable and businesses. Notwithstanding the preceding sentence, Executive shall not be prohibited from owning less than 1 percent of any class of publicly traded securities of a competitorappropriate for this purpose. For purposes of this Section 13 Agreement, the term “Restricted PeriodCompeting Business” shall equal twenty four (24) months, commencing as mean any business conducted anywhere in the world which is competitive with any business which the Parent or any member of the Parent Group conducts in which Executive exercises direct or indirect management control during the two year period immediately prior to date of termination of Executive’s Employment termination. Any provision hereof to the contrary notwithstanding, (x) during the term Term, the provisions of clause (i) of this Agreement.Section 9(d) shall be valid, binding and enforceable obligations of the Executive; (y) in the event that Executive’s employment by Parent is terminated prior to the relocation of the principal executive offices at which he performs services for Parent and FS from FS’s offices in San Francisco, California to Parent’s principal executive offices in Massachusetts (the “Relocation”), the provisions of clause (i) of this Section 9(d) shall be of no force or effect from and after the effective date of such termination, and (z) in the event of any termination occurring after the Relocation, the provisions of such clause (i) shall be valid, binding and enforceable obligations of the Executive for the

Noncompetition and Nonsolicitation. (a) In view of Executive’s importance to the success of the Corporation, Executive and Corporation agree that the Corporation would likely suffer significant harm from Executive’s competing with Corporation during the Employment and for some period of time thereafter. Accordingly, Executive agrees that Executive shall not engage in competitive activities either: (A) while employed by Corporation; or (B) if Executive’s Employment is terminated during During the term of this AgreementAgreement and for one (1) year thereafter, during the Restricted Period Executive (i) will not, directly or indirectly, whether as owner, partner, shareholder, consultant, agent, employee, co-venturer or otherwise, engage, participate, assist or invest in any Competing Business (as defined below). Executive shall be deemed to engage in competitive activities if he shall, without the prior written consent of the Corporation, ; (iii) in any county in which the Corporation has a branch office, ATM, loan processing center or any other facility, and all contiguous counties, (including the municipalities therein), render services directly or indirectly, as an employee, officer, director, consultant, advisor, partner or otherwise, for any organization or enterprise which competes will refrain from directly or indirectly employing, attempting to employ, recruiting or otherwise soliciting, inducing or influencing any person to leave employment with the Employer (other than terminations of employment of subordinate employees undertaken in the course of the Executive’s employment with the Employer); and (iii) will refrain from soliciting or encouraging any customer or supplier to terminate or otherwise modify adversely its business of Corporation or any of its Affiliates relationship with the Employer. The Executive understands that the restrictions set forth in providing financial products or services (including, without limitation, banking, insurance, or securities products or servicesthis Section 7(d) are intended to consumers and businesses, or (ii) directly or indirectly acquires any financial or beneficial protect the Employer’s interest in (except as provided in the next sentence) any organization which conducts or is otherwise engaged in a business or enterprise in any county in which the Corporation has a branch officeits Confidential Information and established employee, ATM, loan processing center or any other facilitycustomer and supplier relationships and goodwill, and all contiguous counties, (including all municipalities therein) which competes directly or indirectly with the business of Corporation or any of its Affiliates in providing financial products or services (including, without limitation, banking, insurance or securities products or services) to consumers agrees that such restrictions are reasonable and businesses. Notwithstanding the preceding sentence, Executive shall not be prohibited from owning less than 1 percent of any class of publicly traded securities of a competitorappropriate for this purpose. For purposes of this Section 13 Agreement, the term “Restricted PeriodCompeting Business” shall equal twenty four (24) months, commencing mean a business conducted anywhere in any jurisdiction where the Employer and/or its affiliates conduct such business as of the date Executive’s employment terminates, and shall be deemed to include, without limitation, any business activity or jurisdiction which is covered by or included in a written proposal or business plan existing on the date of the termination of the Executive’s Employment employment with the Employer, which is directly competitive with any business which the Employer or any of its affiliates conducts or has documentable plans to conduct at any time during the term employment of this Agreementthe Executive. Notwithstanding the foregoing, (i) the Executive may own up to one percent (1%) of the outstanding stock of a publicly held corporation which constitutes or is affiliated with a Competing Business.

Noncompetition and Nonsolicitation. (a) NONCOMPETITION. Executive acknowledges and agrees with the Company that in the course of his employment with the Company and its Subsidiaries he shall become familiar with the Company's trade secrets and with other Confidential Information concerning the Company and its Subsidiaries, that Executive's services to the Company and its Subsidiaries are unique in nature and of an extraordinary value to the Company, and that the Company would be irreparably damaged if Executive were to provide similar services to any person or entity competing with the Company or any of its Subsidiaries or engaged in similar business. In view consideration of and as an inducement to the Company's entering into this Agreement and issuing the Executive Securities hereunder, and in further consideration of Executive’s importance to 's compensation and severance payments under Executive's employment arrangement with the success of the CorporationCompany and its Subsidiaries, Executive accordingly covenants and Corporation agree agrees with the Company that the Corporation would likely suffer significant harm from Executive’s competing with Corporation during the Employment and for some period of time thereafter. Accordingly, Executive agrees that Executive shall not engage in competitive activities either: (A) while employed by Corporation; or (B) if Executive’s Employment is terminated during the term of this Agreement, during the Restricted Noncompete Period (as defined below). , Executive shall be deemed to engage in competitive activities if he shallnot, without the prior written consent of the Corporation, (i) in any county in which the Corporation has a branch office, ATM, loan processing center or any other facility, and all contiguous counties, (including the municipalities therein), render services directly or indirectly, as an employee, officer, director, consultant, advisor, partner either for himself or otherwise, for any organization other individual, corporation, partnership, joint venture or other entity, participate in any business or enterprise which competes directly that engages or indirectly with proposes to engage in any business conducted by the business of Corporation Company or any of its Affiliates in providing financial products or services Subsidiaries (including, without limitationbut not limited to, banking, insurance, the sale or securities products or provision of local switched dialtone telecommunication services) to consumers and businesses, or (ii) directly or indirectly acquires any financial or beneficial interest in (except as provided in the next sentence) any organization which conducts or is otherwise engaged in a business or enterprise in any county geographical market in which the Corporation has a branch office, ATM, loan processing center or any other facility, and all contiguous counties, (including all municipalities therein) which competes directly or indirectly with the business of Corporation Company or any of its Affiliates Subsidiaries conducts business (or any geographical market with respect to which the Company proposes in providing financial products good faith to conduct business, as evidenced by an Approved Business Plan or services (including, without limitation, banking, insurance a Board resolution authorizing the Company to use its resources to investigate or securities products or services) to consumers and businesses. Notwithstanding the preceding sentence, Executive shall not be prohibited from owning less than 1 percent of any class of publicly traded securities of a competitorotherwise pursue an opportunity in such market). For purposes of this Section 13 Agreement, the term “Restricted Period” "participate in" shall equal twenty four include, without limitation, having any direct or indirect interest in any corporation, partnership, joint venture or other entity, whether as a sole proprietor, owner, stockholder, partner, joint venturer, creditor or otherwise, or rendering any direct or indirect service or assistance to any individual, corporation, partnership, joint venture and other business entity (24) monthswhether as a director, commencing as officer, manager, supervisor, employee, agent, consultant or otherwise), other than ownership of up to 2% of the date outstanding stock of termination of Executive’s Employment during the term of any class which is publicly traded. Executive agrees that this Agreementcovenant is reasonable with respect to its duration, geographical area, and scope.