Common use of Performance of Services Clause in Contracts

Performance of Services. Executive agrees to devote Executive’s full business time and attention to the performance of Executive’s duties and responsibilities under this Agreement, and shall use Executive’s best efforts and discharge Executive’s duties to the best of Executive’s ability for and on behalf of the Bank and toward its successful operation. Executive agrees that, without the prior written consent of the Board, he will not during the Term, directly or indirectly, perform services for or obtain a financial or ownership interest in any other Entity (an “Outside Arrangement”) if such Outside Arrangement would interfere with the satisfactory performance of Executive’s duties to the Bank, present a conflict of interest with the Bank and/or Bancorp, breach Executive’s duty of loyalty or fiduciary duties to the Bank and/or Bancorp, or otherwise conflict with the provisions of this Agreement. Executive shall promptly notify the Board of any Outside Arrangement, provide the Bank with any written agreement in connection therewith and respond fully and promptly to any questions that the Board may ask with respect to any Outside Arrangement. If the Board determines that Executive’s participation in an Outside Arrangement would interfere with Executive’s satisfactory performance of Executive’s duties to the Bank, present a conflict of interest with the Bank and/or Bancorp, breach Executive’s duty of loyalty or fiduciary duties to the Bank and/or Bancorp, or otherwise conflict with the provisions of this Agreement, Executive shall not undertake, or shall cease, such Outside Arrangement as soon as feasible after the Board notifies him of such determination. Notwithstanding any provision hereof to the contrary, this Section 4.2 does not restrict Executive’s right to own securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) of the outstanding securities of such company.

Performance of Services. Executive ▇▇▇▇▇▇ agrees to devote Executive’s his full business time and attention to the performance of Executive’s his duties and responsibilities under this Agreement, and shall use Executive’s his best efforts and discharge Executive’s his duties to the best of Executive’s his ability for and on behalf of the Bank and toward its successful operation. Executive ▇▇▇▇▇▇ agrees that, without the prior written consent of the Board, he will not during the Term, directly or indirectly, perform services for or obtain a financial or ownership interest in any other Entity (an “Outside Arrangement”) if such Outside Arrangement would interfere with the satisfactory performance of Executive’s his duties to the Bank, present a conflict of interest with the Bank and/or Bancorp, breach Executive’s his duty of loyalty or fiduciary duties to the Bank and/or Bancorp, or otherwise conflict with the provisions of this Agreement. Executive ▇▇▇▇▇▇ shall promptly notify the Board of any Outside Arrangement, provide the Bank with any written agreement in connection therewith and respond fully and promptly to any questions that the Board may ask with respect to any Outside Arrangement. If the Board determines that Executive’s ▇▇▇▇▇▇’▇ participation in an Outside Arrangement would interfere with Executive’s his satisfactory performance of Executive’s his duties to the Bank, present a conflict of interest with the Bank and/or Bancorp, breach Executive’s his duty of loyalty or fiduciary duties to the Bank and/or Bancorp, or otherwise conflict with the provisions of this Agreement, Executive ▇▇▇▇▇▇ shall not undertake, or shall cease, such Outside Arrangement as soon as feasible after the Board notifies him of such determination. Notwithstanding any provision hereof to the contrary, this Section 4.2 does not restrict Executive’s ▇▇▇▇▇▇’▇ right to own securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s his total ownership constitutes less than two percent (2%) of the outstanding securities of such company.

Performance of Services. Executive ▇▇▇▇ agrees to devote Executive’s her full business time and attention to the performance of Executive’s her duties and responsibilities under this Agreement, and shall use Executive’s her best efforts and discharge Executive’s her duties to the best of Executive’s her ability for and on behalf of the Bank and toward its successful operation. Executive ▇▇▇▇ agrees that, without the prior written consent of the Board, he she will not during the Term, directly or indirectly, perform services for or obtain a financial or ownership interest in any other Entity (an “Outside Arrangement”) if such Outside Arrangement would interfere with the satisfactory performance of Executive’s her duties to the Bank, present a conflict of interest with the Bank and/or Bancorp, breach Executive’s her duty of loyalty or fiduciary duties to the Bank and/or Bancorp, or otherwise conflict with the provisions of this Agreement. Executive ▇▇▇▇ shall promptly notify the Board of any Outside Arrangement, provide the Bank with any written agreement in connection therewith and respond fully and promptly to any questions that the Board may ask with respect to any Outside Arrangement. If the Board determines that Executive’s ▇▇▇▇’▇ participation in an Outside Arrangement would interfere with Executive’s her satisfactory performance of Executive’s her duties to the Bank, present a conflict of interest with the Bank and/or Bancorp, breach Executive’s her duty of loyalty or fiduciary duties to the Bank and/or Bancorp, or otherwise conflict with the provisions of this Agreement, Executive ▇▇▇▇ shall not undertake, or shall cease, such Outside Arrangement as soon as feasible after the Board notifies him her of such determination. Notwithstanding any provision hereof to the contrary, this Section 4.2 does not restrict Executive’s ▇▇▇▇’▇ right to own securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s her total ownership constitutes less than two percent (2%) of the outstanding securities of such company.

Performance of Services. Executive ▇▇▇▇▇ agrees to devote Executive’s his full business time and attention to the performance of Executive’s his duties and responsibilities under this Agreement, and shall use Executive’s his best efforts and discharge Executive’s his duties to the best of Executive’s his ability for and on behalf of Bancorp and the Bank and toward its their successful operation. Executive ▇▇▇▇▇ agrees that, without the prior written consent of the Board, he will not during the Term, directly or indirectly, perform services for or obtain a financial or ownership interest in any other Entity (an “Outside Arrangement”) if such Outside Arrangement would interfere with the satisfactory performance of Executive’s his duties to Bancorp and/or the Bank, present a conflict of interest with Bancorp and/or the Bank and/or BancorpBank, breach Executive’s his duty of loyalty or fiduciary duties to the Bank Bancorp and/or Bancorpthe Bank, or otherwise conflict with the provisions of this Agreement. Executive ▇▇▇▇▇ shall promptly notify the Bancorp Board of any Outside Arrangement, provide the Bank Bancorp with any written agreement in connection therewith and respond fully and promptly to any questions that the Bancorp Board may ask with respect to any Outside Arrangement. If the Bancorp Board determines that Executive’s ▇▇▇▇▇’▇ participation in an Outside Arrangement would interfere with Executive’s his satisfactory performance of Executive’s his duties to Bancorp and/or the Bank, present a conflict of interest with Bancorp and/or the Bank and/or BancorpBank, breach Executive’s his duty of loyalty or fiduciary duties to Bancorp and/or the Bank and/or BancorpBank, or otherwise conflict with the provisions of this Agreement, Executive ▇▇▇▇▇ shall not undertake, or shall cease, such Outside Arrangement as soon as feasible after the Bancorp Board notifies him of such determination. Notwithstanding any provision hereof to the contrary, this Section 4.2 does not restrict Executive’s ▇▇▇▇▇’▇ right to own securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s his total ownership constitutes less than two percent (2%) of the outstanding securities of such company.

Performance of Services. Executive Langmead agrees to devote Executive’s his full business time and attention to the performance of Executive’s his duties and responsibilities under this Agreement, and shall use Executive’s his best efforts and discharge Executive’s his duties to the best of Executive’s his ability for and on behalf of the Bank and toward its successful operation. Executive Langmead agrees that, without the prior written consent of the Board, he will not during the Term, directly or indirectly, perform services for or obtain a financial or ownership interest in any other Entity (an “Outside Arrangement”) if such Outside Arrangement would interfere with the satisfactory performance of Executive’s his duties to the Bank, present a conflict of interest with the Bank and/or Bancorp, breach Executive’s his duty of loyalty or fiduciary duties to the Bank and/or Bancorp, or otherwise conflict with the provisions of this Agreement. Executive Langmead shall promptly notify the Board of any Outside Arrangement, provide the Bank with any written agreement in connection therewith and respond fully and promptly to any questions that the Board may ask with respect to any Outside Arrangement. If the Board determines that ExecutiveLangmead’s participation in an Outside Arrangement would interfere with Executive’s his satisfactory performance of Executive’s his duties to the Bank, present a conflict of interest with the Bank and/or Bancorp, breach Executive’s his duty of loyalty or fiduciary duties to the Bank and/or Bancorp, or otherwise conflict with the provisions of this Agreement, Executive Langmead shall not undertake, or shall cease, such Outside Arrangement as soon as feasible after the Board notifies him of such determination. Notwithstanding any provision hereof to the contrary, this Section 4.2 does not restrict ExecutiveLangmead’s right to own securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s his total ownership constitutes less than two percent (2%) of the outstanding securities of such company.

Performance of Services. Executive ▇▇▇▇▇▇ agrees to devote Executive’s full business time appropriate attention, skill and attention efforts to the performance of Executive’s duties and responsibilities his services under this Agreement, and shall use Executive’s his best efforts and discharge Executive’s duties his obligations hereunder to the best of Executive’s his ability for and on behalf of the Bancorp and Bank and toward its their successful operation. Executive ▇▇▇▇▇▇ agrees that, without the prior written consent of the BoardChairman of the Board of Bancorp and Bank, he will not during the Term, directly or indirectly, perform services for or obtain a financial or ownership interest in any other Entity (an “Outside Arrangement”) if such Outside Arrangement would interfere with the satisfactory performance of Executive’s his duties to the Bancorp and Bank, present a conflict of interest with the Bank and/or Bancorp, breach Executive’s his duty of loyalty or fiduciary duties to the Bank and/or Bancorp, or otherwise conflict with the provisions of this Agreement. Executive ▇▇▇▇▇▇ represents that it is his good faith belief that as of August 31, 2008 he was not, directly or indirectly, performing services for or obtained a financial or ownership interest in any Outside Arrangement that would violate the preceding sentence. Except for such Outside Interests for which, directly or indirectly, he performs services or in which he has obtained a financial or ownership interest as of August 31, 2008, ▇▇▇▇▇▇ shall promptly notify the Chairman of the Board of any Outside ArrangementArrangement for which, directly or indirectly, he performs services or in which he obtains a financial ownership interest, provide the Bank Chairman with any written agreement in connection therewith and respond fully and promptly to any questions that the Board Chairman may ask with respect to any Outside Arrangement. If the Board Chairman determines that Executive’s ▇▇▇▇▇▇’ participation in an Outside Arrangement would interfere with Executive’s his satisfactory performance of Executive’s his duties to the Bank, present a conflict of interest with the Bank and/or Bancorp, breach Executive’s his duty of loyalty or fiduciary duties to the Bank and/or Bancorp, or otherwise conflict with the provisions of this Agreement, Executive ▇▇▇▇▇▇ shall not undertake, or shall cease, such Outside Arrangement as soon as feasible after the Board Chairman notifies him of such determination. Notwithstanding any provision hereof to the contrary, this Section 4.2 does not restrict Executive’s ▇▇▇▇▇▇’ right to (i) own securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; , provided that Executive’s his total ownership constitutes less than two percent (2%) of the outstanding securities of such company.

Performance of Services. Executive Pozez agrees to devote Executive’s full business time appropriate attention, skill and attention efforts to the performance of Executive’s duties and responsibilities his services under this Agreement, and shall use Executive’s his best efforts and discharge Executive’s duties his obligations hereunder to the best of Executive’s his ability for and on behalf of the Bancorp and Bank and toward its their successful operation. Executive Pozez agrees that, without the prior written consent of the BoardBoard of Bancorp and Bank, he will not during the Term, directly or indirectly, perform services for or obtain a financial or ownership interest in any other Entity (an “Outside Arrangement”) if such Outside Arrangement would interfere with the satisfactory performance of Executive’s his duties to the Bancorp and Bank, present a conflict of interest with the Bank and/or Bancorp, breach Executive’s his duty of loyalty or fiduciary duties to the Bank and/or Bancorp, or otherwise conflict with the provisions of this Agreement. Executive Pozez represents that it is his good faith belief that as of the date hereof, he was not, directly or indirectly, performing services for or obtained a financial or ownership interest in any Outside Arrangement that would violate the preceding sentence. Except for such Outside Interests for which, directly or indirectly, he performs services or in which he has obtained a financial or ownership interest as of the date hereof, Pozez shall promptly notify the Board Chief Executive Officer of the Company and Bank and the Lead Director of the Company and Bank of any Outside ArrangementArrangement for which, directly or indirectly, he performs services or in which he obtains a financial or ownership interest, provide the Chief Executive Officer of the Company and Bank and the Lead Director of the Company and Bank with any written agreement in connection therewith and respond fully and promptly to any questions that the Board Chief Executive Officer of the Company and Bank and the Lead Director of the Company and Bank may ask with respect to any Outside Arrangement. If the Board determines Chief Executive Officer of the Company and Bank and the Lead Director of the Company and Bank determine that ExecutivePozez’s participation in an Outside Arrangement would interfere with Executive’s his satisfactory performance of Executive’s his duties to the Bancorp or Bank, present a conflict of interest with the Bank and/or Bancorp, breach Executive’s his duty of loyalty or fiduciary duties to the Bank and/or Bancorp, or otherwise conflict with the provisions of this Agreement, Executive Pozez shall not undertake, or shall cease, such Outside Arrangement as soon as feasible after the Board Chief Executive Officer notifies him of such determination. Notwithstanding any provision hereof to the contrary, this Section 4.2 does not restrict ExecutivePozez’s right to (i) own securities of any Entity entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; , provided that Executive’s his total ownership constitutes less than two percent (2%) of the outstanding securities of such company.

Performance of Services. Executive agrees to devote Executive’s full substantially all his business time and attention to the performance of Executive’s his duties and responsibilities under this Agreement, and shall use Executive’s his best efforts and discharge Executive’s his duties to the best of Executive’s his ability for and on behalf of the Peoples Bank and toward its PFIS and their successful operationoperations. Executive shall comply with all laws, statutes, ordinances, rules and regulations relating to his employment and duties. During the Term, Executive shall not at any time or place directly or indirectly engage or agree to engage in any business or practice related to the banking business with or for any other Person to any extent whatsoever, other than to the extent required by the terms and conditions of this Agreement. Executive agrees thatthat while employed by Peoples Bank he will not, without the prior written consent of the BoardBoard of Directors of Peoples Bank, he will not during the Termengage, directly or indirectly, perform services for or obtain a financial or ownership interest interest, in any other Entity business, employment, consulting or similar arrangement, or other undertaking (an “Outside Arrangement”) if such Outside Arrangement would interfere with the satisfactory performance of Executive’s his duties to the BankPeoples Bank or PFIS, present a conflict of interest with the Peoples Bank and/or Bancorpor PFIS, breach Executive’s his duty of loyalty or fiduciary duties to the Peoples Bank and/or Bancorpof PFIS, or otherwise conflict with the provisions of this Agreement; provided, however, that Executive shall not be prevented from investing his assets in such form or manner as would not require any services on the part of Executive in the operation or the affairs of the entities in which such investments are made and provided such investments, or do not otherwise present a conflict of interest with Peoples Bank or PFIS. Executive shall promptly notify the Board of Directors of Peoples Bank of any Outside ArrangementArrangement and, upon request, provide the Board of Directors of Peoples Bank with any written agreement in connection therewith therewith. For the avoidance of doubt, the Boards of Directors of Peoples Bank and respond fully PFIS shall be deemed to have consented to the following Outside Arrangements as of the Effective Time: (i) Board member of Leadership Northeast, (ii) Board member of the Lackawanna Blind Association, (iii) Board member of the Pennsylvania Bankers Association, (iv) Advisory Board member of Penn State Worthington Scranton, a campus of the Pennsylvania State University, (v) Executive Committee’s Lay Advisory Committee member of the W▇▇▇▇▇-▇▇▇▇▇ Law & Library Association, (vi) lifetime member of Pennsylvania State University Alumni Association, (vii) President of Lackawanna Industrial Fund Enterprises (LIFE), and promptly to any questions that (viii) member of the Board may ask with respect to any Outside Arrangement. If the Board determines that Executive’s participation in an Outside Arrangement would interfere with Executive’s satisfactory performance of Executive’s duties to the Bank, present a conflict of interest with the Bank and/or Bancorp, breach Executive’s duty of loyalty or fiduciary duties to the Bank and/or Bancorp, or otherwise conflict with the provisions of this Agreement, Executive shall not undertake, or shall cease, such Outside Arrangement as soon as feasible after the Board notifies him of such determination. Notwithstanding any provision hereof to the contrary, this Section 4.2 does not restrict Executive’s right to own securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) Directors of the Securities Exchange Act Greater Scranton Chamber of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) Commerce and the Executive Committee of the outstanding securities of such companyChamber.

Performance of Services. Executive ▇▇▇▇▇▇▇ agrees to devote Executive’s full business time appropriate attention, skill and attention efforts to the performance of Executive’s duties and responsibilities his services under this Agreement, and shall use Executive’s his best efforts and discharge Executive’s duties his obligations hereunder to the best of Executive’s his ability for and on behalf of the Bancorp and Bank and toward its their successful operation. Executive ▇▇▇▇▇▇▇ agrees that, without the prior written consent of the BoardChairman of the Board of Bancorp and Bank, he will not during the Term, directly or indirectly, perform services for or obtain a financial or ownership interest in any other Entity (an “Outside Arrangement”) if such Outside Arrangement would interfere with the satisfactory performance of Executive’s his duties to the Bancorp and Bank, present a conflict of interest with the Bank and/or Bancorp, breach Executive’s his duty of loyalty or fiduciary duties to the Bank and/or Bancorp, or otherwise conflict with the provisions of this Agreement. Executive ▇▇▇▇▇▇▇ represents that it is his good faith belief that as of September 30, 2014 he was not, directly or indirectly, performing services for or obtained a financial or ownership interest in any Outside Arrangement that would violate the preceding sentence other than his service to Virginia Heritage Bank. Except for such Outside Interests for which, directly or indirectly, he performs services or in which he has obtained a financial or ownership interest as of September 30, 2014, ▇▇▇▇▇▇▇ shall promptly notify the Chairman of the Board of any Outside ArrangementArrangement for which, directly or indirectly, he performs services or in which he obtains a financial or ownership interest, provide the Bank Chairman with any written agreement in connection therewith and respond fully and promptly to any questions that the Board Chairman may ask with respect to any Outside Arrangement. If the Board Chairman determines that Executive’s ▇▇▇▇▇▇▇’ participation in an Outside Arrangement would interfere with Executive’s his satisfactory performance of Executive’s his duties to the Bank, present a conflict of interest with the Bank and/or Bancorp, breach Executive’s his duty of loyalty or fiduciary duties to the Bank and/or Bancorp, or otherwise conflict with the provisions of this Agreement, Executive ▇▇▇▇▇▇▇ shall not undertake, or shall cease, such Outside Arrangement as soon as feasible after the Board Chairman notifies him of such determination. Notwithstanding any provision hereof to the contrary, this Section 4.2 does not restrict Executive’s ▇▇▇▇▇▇▇’ right to (i) own securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; , provided that Executive’s his total ownership constitutes less than two percent (2%) of the outstanding securities of such company.

Performance of Services. Executive ▇▇▇▇▇▇-▇▇▇▇▇ agrees to devote Executive’s her full business time and attention to the performance of Executive’s her duties and responsibilities under this Agreement, and shall use Executive’s her best efforts and discharge Executive’s her duties to the best of Executive’s her ability for and on behalf of the Bank and toward its successful operation. Executive ▇▇▇▇▇▇-▇▇▇▇▇ agrees that, without the prior written consent of the Board, he she will not during the Term, directly or indirectly, perform services for or obtain a financial or ownership interest in any other Entity (an “Outside Arrangement”) if such Outside Arrangement would interfere with the satisfactory performance of Executive’s her duties to the Bank, present a conflict of interest with the Bank and/or Bancorp, breach Executive’s her duty of loyalty or fiduciary duties to the Bank and/or Bancorp, or otherwise conflict with the provisions of this Agreement. Executive ▇▇▇▇▇▇-▇▇▇▇▇ shall promptly notify the Board of any Outside Arrangement, provide the Bank with any written agreement in connection therewith and respond fully and promptly to any questions that the Board may ask with respect to any Outside Arrangement. If the Board determines that Executive’s ▇▇▇▇▇▇-▇▇▇▇▇’▇ participation in an Outside Arrangement would interfere with Executive’s her satisfactory performance of Executive’s her duties to the Bank, present a conflict of interest with the Bank and/or Bancorp, breach Executive’s her duty of loyalty or fiduciary duties to the Bank and/or Bancorp, or otherwise conflict with the provisions of this Agreement, Executive ▇▇▇▇▇▇-▇▇▇▇▇ shall not undertake, or shall cease, such Outside Arrangement as soon as feasible after the Board notifies him her of such determination. Notwithstanding any provision hereof to the contrary, this Section 4.2 does not restrict Executive’s ▇▇▇▇▇▇-▇▇▇▇▇’▇ right to own securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s her total ownership constitutes less than two percent (2%) of the outstanding securities of such company.

Performance of Services. The Executive’s employment with the Company shall be subject to the following: (a) Subject to the terms of this Agreement, the Company hereby agrees to employ the Executive on the Effective Date in the position of Senior Vice President, Pharmaceutical Business Development of the Parent, and the Executive hereby agrees to remain in the employ of the Company. The Parent agrees to appoint the Executive, and the Executive agrees to serve, as a member of the Parent’s Executive Committee (“Executive Committee”). (b) While the Executive is employed by the Company, the Executive shall devote his full time (reasonable sick leave and vacations excepted) and best efforts, energies and talents to serving the Company. (c) The Executive shall report to the President of the Company, and shall perform such duties as may be assigned to him by the President. Such duties shall include (i) coordinating long-range planning process for the Pharmaceutical Business, (ii) investigating and recommending mergers, acquisitions and divestitures to meet financial objectives, (iii) identifying joint venture opportunities in support of strategic objectives, (iv) leading negotiations with acquisition targets and potential joint venture partners, (v) developing product and product line strategies and oversee the selection of products for inclusion in Parent’s generic drug pipeline, and (vi) coordinating strategic alliances and other external business relationships. The Pharmaceutical Business Development organization shall directly report to the Executive. The Company may make changes to the Executive’s full business time position, reporting line, authority, or responsibilities provided that the totality of the Executive’s position, reporting line, authority, and attention responsibilities is comparable to those typically attributable to members of the Executive Committee. (d) The Executive agrees that he shall perform his duties faithfully and efficiently subject to the performance direction of the Board of Directors of Parent (the “Board”). The Executive’s duties shall include providing services for both the Company and responsibilities its Affiliates (as defined below), as determined by the Company (as used herein, Company shall mean and include the Company and all of its Affiliates). (e) Notwithstanding the foregoing provisions of this paragraph 1, during the Agreement Term, the Executive may devote reasonable time to pursue activities other than those required under this Agreement, and shall use Executive’s best efforts and discharge Executive’s duties including activities conducted by the Executive prior to the best Effective Date, activities involving professional, charitable, educational, religious and similar types of Executive’s ability for organizations, speaking engagements, membership on the boards of directors of other profit or not-for-profit organizations, and on behalf of similar activities, to the Bank and toward its successful operation. Executive agrees thatextent that such other activities do not, without in the prior written consent judgment of the Board, he will not during inhibit or prohibit the Term, directly or indirectly, perform services for or obtain a financial or ownership interest in any other Entity (an “Outside Arrangement”) if such Outside Arrangement would interfere with the satisfactory performance of the Executive’s duties under this Agreement or conflict in any material way with the Company’s or Parent’s business. (f) Subject to the Bank, present a conflict of interest with the Bank and/or Bancorp, breach Executive’s duty of loyalty or fiduciary duties to the Bank and/or Bancorp, or otherwise conflict with the provisions of this Agreement. Executive shall promptly notify the Board of any Outside Arrangement, provide the Bank with any written agreement in connection therewith and respond fully and promptly to any questions that the Board may ask with respect to any Outside Arrangement. If the Board determines that Executive’s participation in an Outside Arrangement would interfere with Executive’s satisfactory performance of Executive’s duties to the Bank, present a conflict of interest with the Bank and/or Bancorp, breach Executive’s duty of loyalty or fiduciary duties to the Bank and/or Bancorp, or otherwise conflict with the provisions terms of this Agreement, the Executive shall not undertakebe required to perform services under this Agreement during any period that he is Disabled (as defined in paragraph 3(b)). (g) The Executive’s place of employment shall be in Israel, or shall ceaseprovided that the Company may require the Executive to travel, such Outside Arrangement as soon as feasible after consistent with the Board notifies him of such determination. Notwithstanding any provision hereof Executive’s travel requirements prior to the contraryEffective Date, this Section 4.2 does not restrict outside Israel in order to fulfill his duties with the Company. (h) The Executive’s right position is a “senior managerial position”, as defined in the Israeli Work and Rest Hours Law, 1951, and requires a high level of trust. Accordingly, the provisions of said law shall not apply to own securities of any Entity the Executive and the Executive agrees that files periodic reports with he may be required to work beyond the Securities and Exchange Commission under Section 13 or 15(d) regular working hours of the Securities Exchange Act Company, for no additional compensation other than as specified in this Agreement. (i) This Agreement shall govern the terms and conditions of 1934, as amended; provided that the Executive’s total ownership constitutes less than two percent (2%) employment and any termination thereof from the Effective Date until the third anniversary of the outstanding securities Effective Date (the “Agreement Term”). Thereafter, the Agreement shall automatically be extended for additional 24-month periods, unless either party to this Agreement provides notice of non-renewal to the other party at least 120 days before the last day of the Agreement Term. The term “Agreement Term” shall also include any renewal period under the foregoing provisions of this paragraph 1(i). Following the expiration of the Agreement Term, neither party shall have any further obligations under this Agreement, other than obligations accruing or arising prior to such companyexpiration. The portion of the Agreement Term during which the Executive is employed by the Company is hereinafter referred to as the “Employment Period”.

Performance of Services. Executive Bensignor agrees to devote Executive’s his full business time and attention to the performance of Executive’s his duties and responsibilities under this Agreement, and shall use Executive’s his best efforts and discharge Executive’s his duties to the best of Executive’s his ability for and on behalf of the Bank and toward its successful operation. Executive Bensignor agrees that, without the prior written consent of the Board, he will not during the Term, directly or indirectly, perform services for or obtain a financial or ownership interest in any other Entity (an “Outside Arrangement”) if such Outside Arrangement would interfere with the satisfactory performance of Executive’s his duties to the Bank, present a conflict of interest with the Bank and/or Bancorp, breach Executive’s his duty of loyalty or fiduciary duties to the Bank and/or Bancorp, or otherwise conflict with the provisions of this Agreement. Executive Bensignor shall promptly notify the Board of any Outside Arrangement, provide the Bank with any written agreement in connection therewith and respond fully and promptly to any questions that the Board may ask with respect to any Outside Arrangement. If the Board determines that ExecutiveBensignor’s participation in an Outside Arrangement would interfere with Executive’s his satisfactory performance of Executive’s his duties to the Bank, present a conflict of interest with the Bank and/or Bancorp, breach Executive’s his duty of loyalty or fiduciary duties to the Bank and/or Bancorp, or otherwise conflict with the provisions of this Agreement, Executive Bensignor shall not undertake, or shall cease, such Outside Arrangement as soon as feasible after the Board notifies him of such determination. Notwithstanding any provision hereof to the contrary, this Section 4.2 does not restrict ExecutiveBensignor’s right to own securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s his total ownership constitutes less than two percent (2%) of the outstanding securities of such company.

Performance of Services. Executive ▇▇▇▇▇▇ agrees to devote Executive’s full business time appropriate attention, skill and attention efforts to the performance of Executive’s his duties and responsibilities under this Agreement, and shall use Executive’s his best efforts and discharge Executive’s his duties to the best of Executive’s his ability for and on behalf of the Bank and toward its successful operation. Executive ▇▇▇▇▇▇ agrees that, without the prior written consent of the Chairman of the Board, he will not during the Term, directly or indirectly, perform services for or obtain a financial or ownership interest in any other Entity (an “Outside Arrangement”) if such Outside Arrangement would interfere with the satisfactory performance of Executive’s his duties to the Bank, present a conflict of interest with the Bank and/or Bancorp, breach Executive’s his duty of loyalty or fiduciary duties to the Bank and/or Bancorp, or otherwise conflict with the provisions of this Agreement. Executive ▇▇▇▇▇▇ represents that it is his good faith belief that as of the Commencement Date he has not, directly or indirectly, performed services for or obtained a financial or ownership interest in any Outside Arrangement that would violate the preceding sentence. Except for such Outside Interests for which, directly or indirectly, he performs services or in which he has obtained a financial or ownership interest as of the Commencement Date, ▇▇▇▇▇▇ shall promptly notify the Chairman of the Board of any Outside ArrangementArrangement for which, directly or indirectly, he performs services or in which he obtains a financial ownership interest, provide the Bank Chairman with any written agreement in connection therewith and respond fully and promptly to any questions that the Board Chairman may ask with respect to any Outside Arrangement. If the Board Chairman determines that Executive’s ▇▇▇▇▇▇’ participation in an Outside Arrangement would interfere with Executive’s his satisfactory performance of Executive’s his duties to the Bank, present a conflict of interest with the Bank and/or Bancorp, breach Executive’s his duty of loyalty or fiduciary duties to the Bank and/or Bancorp, or otherwise conflict with the provisions of this Agreement, Executive ▇▇▇▇▇▇ shall not undertake, or shall cease, such Outside Arrangement as soon as feasible after the Board Chairman notifies him of such determination. Notwithstanding any provision hereof to the contrary, this Section 4.2 does not restrict Executive’s ▇▇▇▇▇▇’ right to (i) own securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) of the outstanding securities of such company.