Common use of Covenant Not to Compete Clause in Contracts

Covenant Not to Compete. While employed by the Company and, in the event of a termination of Executive’s employment (other than in the event of a Change of Control and subsequent termination by the Company without Cause or by Executive for Good Reason or a termination due to non-renewal of the Term by the Company at the first time on or after the Change of Control that the Term is up for renewal), for a period of one year thereafter, in consideration of the obligations of the Company hereunder, including without limitation its disclosure of Confidential Information to Executive, Executive shall not, directly or indirectly, for compensation or otherwise, engage in or have any interest in any sole proprietorship, partnership, corporation, company, association, business or any other person or entity (whether as an employee, officer, corporation, business or any creditor, consultant or otherwise) that, directly or indirectly, competes with the Company’s “Business” (as defined below) in any and all states in which the Company or any Company Affiliate conducts such business while Executive is employed by the Company or any Company Affiliate; provided, however, Executive may continue to hold securities of the Company or any Company Affiliate or continue to hold or acquire, solely as an investment, shares of capital stock or other equity securities of any company if (x) he currently holds an interest in such stock or other securities, and before the date hereof has disclosed to the Board in detail (I) the applicable company (or companies) and (II) the specific stock or other equity securities of the entity he owns, or (y) the stock or other securities are traded on any national securities exchange or are regularly quoted in the over-the-counter market, so long as Executive does not control, acquire a controlling interest in, or become a member of a group which exercises direct or indirect control of more than 5% of any class of capital stock of such corporation. For purposes of this Agreement, the Company’s “Business” is defined so as to consist of the development, acquisition, ownership, management, and sale of a diversified portfolio of high-quality, freestanding net-lease properties leased to retail, restaurant, convenience-store and similar businesses, and such other businesses conducted by the Company after the date hereof, and from time to time during the Term, that shall become material and substantial with respect to the Company’s then-overall business.

Covenant Not to Compete. While employed by I agree that during the Company and, in the event course of a termination of Executive’s my employment (other than in the event of a Change of Control and subsequent termination by the Company without Cause or by Executive for Good Reason or a termination due to non-renewal of the Term by the Company at the first time on or after the Change of Control that the Term is up for renewal), for a period of one year thereaftertwelve (12) months immediately following the termination of my relationship with the Company for any reason, in consideration of whether with or without cause, at the obligations option either of the Company hereunderor myself, including with or without limitation its disclosure of Confidential Information to Executivenotice, Executive shall I will not, without the prior written consent of the Company: (i) serve as a partner, principal, licensor, licensee, employee, consultant, officer, director, manager, agent, affiliate, representative, advisor, promoter, associate, investor, or otherwise for (except for passive ownership of one percent (1%) or less of any entity whose securities have been registered under the Securities Act of 1933, as amended, or Section 12 of the Securities Exchange Act of 1934, as amended); (ii) directly or indirectly, own, purchase, organize or take preparatory steps for compensation the organization of; or otherwise(iii) build, engage design, finance, acquire, lease, operate, manage, control, invest in, work or consult for or otherwise join, participate in or have affiliate myself with, any interest business whose business, products or operations are in any sole proprietorship, partnership, corporation, company, association, business or any other person or entity (whether as an employee, officer, corporation, business or any creditor, consultant or otherwise) that, directly or indirectly, competes with the Company’s “Business” (as defined below) in any and all states in which the Company or any Company Affiliate conducts such business while Executive is employed by the Company or any Company Affiliate; provided, however, Executive may continue to hold securities of the Company or any Company Affiliate or continue to hold or acquire, solely as an investment, shares of capital stock or other equity securities of any company if (x) he currently holds an interest in such stock or other securities, and before the date hereof has disclosed to the Board in detail (I) the applicable company (or companies) and (II) the specific stock or other equity securities of the entity he owns, or (y) the stock or other securities are traded on any national securities exchange or are regularly quoted respect involved in the over-the-counter market, so long as Executive does not control, acquire a controlling interest in, or become a member of a group which exercises direct or indirect control of more than 5% of any class of capital stock of such corporationCovered Business. For purposes of this Agreement, the Company’s “Covered Business” shall mean any business in which the Company is defined so as engaged or in which the Company has plans to consist be engaged, or any service that the Company provides or has plans to provide. The foregoing covenant shall cover my activities in every part of the developmentTerritory. For purposes of this Agreement, acquisition, ownership, management, and sale “Territory” shall mean: (i) all counties in the State of a diversified portfolio Texas; (ii) all other states of high-quality, freestanding net-lease properties leased to retail, restaurant, convenience-store and similar businesses, and such other businesses conducted by the United States of America in which the Company after the date hereofprovided goods or services, and from time to had customers, or otherwise conducted business at any time during the Term, that shall become material and substantial with respect two-year period prior to the date of the termination of my relationship with the Company’s then; and (iii) any other countries from which the Company maintains non-overall businesstrivial operations or facilities, provided goods or services, had customers, or otherwise conducted business at any time during the two-year period prior to the date of the termination of my relationship with the Company. Should I obtain other employment during my employment with the Company or within twelve (12) months immediately following the termination of my relationship with the Company, I agree to provide written notification to the Company as to the name and address of my new employer, the position that I expect to hold, and a general description of my duties and responsibilities, at least three (3) business days prior to starting such employment.

Covenant Not to Compete. While employed by Executive acknowledges that the Company and----------------------- would be substantially damaged by an association of Executive with a depository institution that competes for customers with the Company, in the event Bank and any subsidiaries of a termination of Executive’s employment (other than in the event of a Change of Control and subsequent termination by the Company without Cause or by Executive for Good Reason or a termination due to non-renewal the Bank. Without the consent of the Term by Company, Executive shall not at any time during the Company at the first time on term of this Agreement or after the Change of Control that the Term is up for renewal)Executive's employment, and for a period of one year thereafter, in consideration three years thereafter (regardless of the obligations reason for termination), (a) solicit any person who was a customer of the Company hereunderor the Bank or any of their subsidiaries during the two year period prior to the termination of this Agreement or Executive's employment hereunder for Executive or any other person, including without limitation its disclosure to offer the same products or render the same services to such customer as were provided or proposed to be provided by the Company or the Bank or any of Confidential Information their subsidiaries to such customer as of the time of termination of Executive's employment, (b) directly or indirectly, on Executive's behalf or in the service or on the behalf of others, render or be retained to render similar services as described in Section 1 hereof, whether as an officer, partner, trustee, consultant, or employee for any depository institution, which has a banking office located within 25 miles of any office of the Bank or any banking office of the Company as of the date of Executive's termination of employment, provided, however, that Executive shall notnot be deemed to have breached this undertaking if his sole relationship with any other such entity consists of his holding, directly or indirectly, for compensation or otherwise, engage in or have any an equity interest in such entity not greater than three percent (3%) of such entity's outstanding equity interest, or (c) actively induce or solicit any sole proprietorship, partnership, corporation, company, association, business or any other person or entity (whether as an employee, officer, corporation, business or any creditor, consultant or otherwise) that, directly or indirectly, competes with the Company’s “Business” (as defined below) in any and all states in which the Company or any Company Affiliate conducts such business while Executive is employed by the Company or any Company Affiliate; provided, however, Executive may continue to hold securities employees of the Company or any Company Affiliate or continue the Bank to hold or acquire, solely as an investment, shares of capital stock or other equity securities of any company if (x) he currently holds an interest in leave such stock or other securities, and before the date hereof has disclosed to the Board in detail (I) the applicable company (or companies) and (II) the specific stock or other equity securities of the entity he owns, or (y) the stock or other securities are traded on any national securities exchange or are regularly quoted in the over-the-counter market, so long as Executive does not control, acquire a controlling interest in, or become a member of a group which exercises direct or indirect control of more than 5% of any class of capital stock of such corporationemploy. For purposes of this AgreementSection 8, the Company’s “Business” is defined so as to consist "person" shall include any individual, corporation, partnership, trust, firm, proprietorship, venture or other entity of the development, acquisition, ownership, management, and sale of a diversified portfolio of high-quality, freestanding net-lease properties leased to retail, restaurant, convenience-store and similar businesses, and such other businesses conducted by the Company after the date hereof, and from time to time during the Term, that shall become material and substantial with respect to the Company’s then-overall businessany nature whatsoever.

Covenant Not to Compete. While employed by the Company and, in the event of a termination of Executive’s employment (other than in the event of a Change of Control and subsequent termination by the Company without Cause or by Executive for Good Reason or a termination due to non-renewal of the Term by the Company at the first time on or after the Change of Control that the Term is up for renewal)hereby covenants that, for a period of one year thereafter, in consideration of eighteen months next following the obligations of Determination Date (or such shorter period for which the Company hereunder, including without limitation continues to be owned or operated by the Parent or its disclosure of Confidential Information to Executiveaffiliates), Executive shall notnot be engaged or interested in any business which competes, directly or indirectly, for compensation or otherwise, engage in or have any interest in any sole proprietorship, partnership, corporation, company, association, business or any other person or entity (whether as an employee, officer, corporation, business or any creditor, consultant or otherwise) that, directly or indirectly, competes with the Company’s “Business” (as defined below) in any and all states in which the Company publication or any Company Affiliate conducts such business while Executive is employed by the Company or any Company Affiliate; provided, however, Executive may continue to hold securities membership businesses of the Company or any subsidiary of the Company Affiliate (whether as a proprietor, partner with another, shareholder, agent or continue to hold consultant of, employee of or acquirelender to, solely as an investmentanother) in the recreational vehicle, shares of capital stock camping, outdoor living or other equity securities of any company if (x) he currently holds an interest in such stock or other securities, and before the date hereof has disclosed to the Board in detail (I) the applicable company (or companies) and (II) the specific stock or other equity securities of the entity he owns, or (y) the stock or other securities are traded on any national securities exchange or are regularly quoted in the over-the-counter market, so long as Executive does not control, acquire a controlling interest in, or become a member of a group which exercises direct or indirect control of more than 5% of any class of capital stock of such corporation. For purposes of this Agreement, the Company’s “Business” is defined so as to consist of the development, acquisition, ownership, management, and sale of a diversified portfolio of high-quality, freestanding net-lease properties leased to retail, restaurant, convenience-store and similar businesses, and such other businesses conducted markets then served by the Company after or such subsidiary, except as a proprietor, partner, shareholder, employee or consultant in or to the date Company or any entity controlled by, controlling or under common control with the Company, provided that if the employment of Executive is terminated by the Company without Cause, the foregoing covenant shall not apply (without affecting the obligations hereinafter contained in this section 3.l in respect of disclosures or solicitations by Executive) unless the Executive shall have been paid severance pursuant to section 1.4 hereof. Executive agrees that he will not at any time disclose to any person or other entity who or which is, or reasonably may be expected to be, in competition with the Company or its affiliates, any confidential information or trade secrets of the Company, any subsidiary of the Company or any of their respective affiliates, the contents of any customer lists of the Company, any subsidiary of the Company or any of their respective affiliates or the general needs of the customers or other contracting parties with the Company, any subsidiary of the Company or any of their respective affiliates, provided, however, the foregoing shall not prevent Executive from responding to the request of a governmental agency or pursuant to a court order or as otherwise required by law. For a period of one year following the Determination Date, Executive agrees not to offer employment to, not to discuss the nature of any prospective employment opportunities with, and from time not to time during otherwise solicit any employee of the TermCompany or such subsidiary (or any person who was an employee of the Company or such subsidiary within 180 days of the Determination Date) on his own behalf, that shall become material and substantial on behalf of any employer of the Executive, on behalf of any entity with respect to which the Company’s then-overall businessExecutive is acting as a consultant or with which the Executive is then otherwise affiliated.

Covenant Not to Compete. While employed by TSY or any TSY Affiliate and for a period of twenty-four (24) months following the Company and, in termination of this Agreement or the event of a termination of Executive’s “at will” employment (other than in the event of a Change of Control and subsequent termination by the Company without Cause TSY or by Executive for Good Reason or a termination due any TSY Affiliate, whichever is last to non-renewal of the Term by the Company at the first time on or after the Change of Control that the Term is up for renewal), for a period of one year thereafteroccur, in consideration of the obligations of the Company TSY hereunder, including without limitation its the disclosure of Confidential Information to Executive, Executive shall not, directly or indirectly, for compensation or otherwise, : (a) engage in any activity that, or (b) have any interest in any sole proprietorship, partnership, corporation, company, association, business or any other person or entity (whether as an employee, officer, corporationdirector, business or any shareholder, member, partner, corporation creditor, consultant or otherwise) that, directly or indirectly, competes with any of the Companybusiness enterprises in which TSY and the TSY Affiliates (collectively, the “TSY Group”) are now or during Executive’s employment become engaged in including, but not limited to, all aspects of commercial real estate development, leasing and financing (collectively, “TSY’s Business” (as defined below”) in any and all states in which the Company or any Company Affiliate TSY Group conducts such business while Executive is employed by the Company TSY or any Company TSY Affiliate; provided, however, Executive may continue to hold securities of the Company TSY or any Company TSY Affiliate or continue to hold or acquire, solely as an investment, shares of capital stock or other equity securities of any company if (x) he currently holds an interest in such stock or other securities, and before the date hereof has disclosed to the Board in detail (I) the applicable company (or companies) and (II) the specific stock or other equity securities of the entity he owns, or (y) the stock or other securities which are traded on any national securities exchange or are regularly quoted in the over-the-over the counter market, so long as Executive does not control, acquire a controlling interest in, or become a member of a group which exercises direct or indirect control of more than five percent (5% %) of any class of capital stock of such corporation. For purposes of Notwithstanding the foregoing, in the event that Executive’s employment by TSY terminates due to a Natural Termination (as defined in Section 6.4 above) and TSY elects not to pay Executive the Optional Severance Payment pursuant to Section 6.4 above, then the prohibitions contained in this Agreement, Section 8.2 shall terminate on the Company’s “Business” is defined so as to consist of the development, acquisition, ownership, management, and sale of a diversified portfolio of high-quality, freestanding net-lease properties leased to retail, restaurant, convenience-store and similar businesses, and such other businesses conducted by the Company after the date hereof, and from time to time during the Term, that shall become material and substantial with respect to the Company’s then-overall businessTermination Date.

Covenant Not to Compete. While employed by the Company and, in the event of a termination of Executive’s employment, for a period of 12 months thereafter in the event of all terminations of employment (other than termination pursuant to Section 4.5 or 4.6, and for a period of 3 months thereafter in the event of a Change of Control and subsequent termination by the Company without Cause or by Executive for Good Reason or reason of Executive’s delivery of a termination due to non-renewal notice pursuant to Section 1 (for clarity, the restrictions contained in this Section 6.2 shall terminate on Executive’s last day of employment where such termination results from the Term by the Company at the first time on or after the Change Company’s delivery of Control that the Term is up for renewala non-renewal notice pursuant to Section 1), for a period of one year thereafter, in consideration of the obligations of VICI REIT and the Company hereunder, including without limitation its the disclosure of Confidential Information to Executive, Executive shall not, directly or indirectly, for compensation or otherwise, engage in or have any interest in (i) Gaming and Leisure Properties, Inc. and its Subsidiaries and Affiliates, (ii) MGM Growth Properties LLC and its Subsidiaries and Affiliates, and (iii) any sole proprietorship, partnership, corporation, company, association, business or any other person or entity (whether as an employee, officer, corporation, business or any creditor, consultant or otherwise) that, directly or indirectly, competes with the Company’s “Business” (as defined below) in any and all states in which the Company or any Company Affiliate conducts such business or within 100 miles of any location where the Company or any Company Affiliate conducts such business while Executive is employed by the Company or any Company AffiliateAffiliate and, with respect to the period following the termination of Executive’s employment, within the two-year period preceding such termination of employment; provided, however, Executive may continue to hold securities of the Company or any Company Affiliate or continue to hold or acquire, solely as an investment, shares of capital stock or other equity securities of any company if (xa) he currently holds an interest in such stock or other securities, and before the date hereof has disclosed to the Board in detail (Ii) the applicable company (or companies) and (IIii) the specific stock or other equity securities of the entity he owns, or (yb) the stock or other securities are traded on any national securities exchange or are regularly quoted in the over-the-counter market, so long as Executive does not control, acquire a controlling interest in, or become a member of a group which exercises direct or indirect control of more than 51% of any class of capital stock of such corporationentity (other than through an investment in any mutual, private equity or hedge fund or similar pooled investment vehicle). For purposes of this Agreement, the Company’s “Business” is defined so as the ownership or operation of a Real Estate Investment Trust that invests in lines of business in which VICI REIT or the Company invests or in which VICI REIT or the Company has active plans to consist invest as of the development, acquisition, ownership, management, and sale of a diversified portfolio of high-quality, freestanding net-lease properties leased to retail, restaurant, convenience-store and similar businessesdate Executive’s employment terminates, and such other businesses conducted by the Company or any Company Affiliate after the date hereof, and from time to time during the Term, Term or such other businesses that shall become material and substantial with respect the Company or any Company Affiliate had active plans to engage in as of the Companydate Executive’s then-overall businessemployment terminates.

Covenant Not to Compete. While employed At all times during Executive’s employment by the Company and, in the event or any of a its affiliates and/or subsidiaries and for one year following termination of Executive’s employment employment, Executive shall not, unless acting with the prior written consent of the Company, directly or indirectly (other than i) own, manage, operate, finance, join, control or participate in the event of a Change of Control and subsequent termination ownership, management, operation, financing or control of, or be associated as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise with, or use or permit his name to be used in connection with, any profit or not-for-profit business or enterprise which at any time during such period designs, manufactures, assembles, sells, distributes or provides products (or related services) in competition with those designed, manufactured, assembled, sold, distributed, or provided, or under active development, by the Company or any affiliates or subsidiaries of the Company, including without Cause limitation all future developments in and improvements on such products and services, in any part of the world; (ii) offer or provide employment to, interfere with or attempt to entice away from the Company, its subsidiaries and/or affiliates, either on a full-time or part-time or consulting basis, any person who then currently is, or who within one year prior thereto had been, employed by the Company, its subsidiaries and/or affiliates; (iii) directly or indirectly, solicit the business of, or do business with, any customer, supplier, or prospective customer or supplier of the Company, its subsidiaries and/or affiliates, with whom Executive had direct or indirect contact or about whom Executive may have acquired any knowledge while employed by the Company; or (iv) take any action which is intended, or would reasonably be expected, to harm the Company, its subsidiaries and/or affiliates, or their reputation or which would reasonably be expected to lead to unwanted or unfavorable publicity to the Company; provided, however, that this provision shall not be construed to prohibit the ownership by Executive for Good Reason or a termination due to non-renewal of not more than 2% of any class of securities of any corporation which is engaged in any of the Term by foregoing businesses that has a class of securities registered pursuant to the Company Securities Exchange Act of 1934. If Executive’s spouse engages in any of the restricted activities set forth in the preceding sentence, Executive shall be deemed to have indirectly engaged in such activities in violation of this covenant. This provision shall be extended at the first time on or after option of the Change of Control that the Term is up for renewal)Company, for a period of one year thereafter, time equal to all periods during which Executive is in consideration violation of the obligations foregoing covenant not to compete and to extend the covenant not to compete to run from the date any injunction may be issued against Executive, should that occur, to enable the Company to receive the full benefit of the Company hereunder, including without limitation its disclosure of Confidential Information covenant not to compete agreed to herein by Executive, Executive shall not, directly or indirectly, for compensation or otherwise, engage in or have any interest in any sole proprietorship, partnership, corporation, company, association, business or any other person or entity (whether as an employee, officer, corporation, business or any creditor, consultant or otherwise) that, directly or indirectly, competes with the Company’s “Business” (as defined below) in any and all states in which the Company or any Company Affiliate conducts such business while Executive is employed by the Company or any Company Affiliate; provided, however, Executive may continue to hold securities of the Company or any Company Affiliate or continue to hold or acquire, solely as an investment, shares of capital stock or other equity securities of any company if (x) he currently holds an interest in such stock or other securities, and before the date hereof has disclosed to the Board in detail (I) the applicable company (or companies) and (II) the specific stock or other equity securities of the entity he owns, or (y) the stock or other securities are traded on any national securities exchange or are regularly quoted in the over-the-counter market, so long as Executive does not control, acquire a controlling interest in, or become a member of a group which exercises direct or indirect control of more than 5% of any class of capital stock of such corporation. For purposes of this Agreement, the Company’s “Business” is defined so as to consist of the development, acquisition, ownership, management, and sale of a diversified portfolio of high-quality, freestanding net-lease properties leased to retail, restaurant, convenience-store and similar businesses, and such other businesses conducted by the Company after the date hereof, and from time to time during the Term, that shall become material and substantial with respect to the Company’s then-overall business.

Covenant Not to Compete. While employed by Executive covenants that during the Company andperiod of time commencing on the Effective Date through the end of the two-year period following the termination of the Executive’s employment with the Company, or its successor, as applicable (such period, the “Restriction Period”), Executive shall not become an officer, employee, consultant, director, independent contractor, agent, joint venturer, partner or trustee of any savings bank, savings and loan association, savings and loan holding company, credit union, bank or bank holding company, insurance company or agency, any mortgage or loan broker or any other entity that competes with the business of the Company, the Bank (or their successors, including, without limitation, Citizens and FCCB) or any of their direct or indirect subsidiaries or affiliates (“Related Entities”), that has a headquarters or offices within 25 miles of any location(s) in which the Bank, the Company, Citizens and/or FCCB has business operations or has filed an application for regulatory approval to establish an office (the “Restricted Territory”). The Parties hereto, recognizing that irreparable injury will result to the Bank, the Company, Citizens and/or FCCB, and their respective businesses and properties, in the event of a termination of Executive’s employment (other than breach of this Section 2(a) agree that in the event of any such breach by Executive, the Bank, the Company, Citizens and/or FCCB will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive’s partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that Executive’s experience and capabilities are such that Executive can obtain employment in a Change business engaged in other lines and/or of Control a different nature than the Bank, the Company, Citizens and/or FCCB, and subsequent termination that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Company without Cause Bank, the Company, Citizens and/or FCCB from pursuing any other remedies available to the Bank, the Company, Citizens and/or FCCB for such breach or by Executive for Good Reason or a termination due to non-renewal threatened breach, including the recovery of damages from Executive. As of the Term by Closing, Citizens and the Company at the first time on or after the Change subsidiaries of Control that the Term is up Citizens will each be a Related Entity for renewal), for a period of one year thereafter, in consideration of the obligations of the Company hereunder, including without limitation its disclosure of Confidential Information to Executive, Executive shall not, directly or indirectly, for compensation or otherwise, engage in or have any interest in any sole proprietorship, partnership, corporation, company, association, business or any other person or entity (whether as an employee, officer, corporation, business or any creditor, consultant or otherwise) that, directly or indirectly, competes with the Company’s “Business” (as defined below) in any and all states in which the Company or any Company Affiliate conducts such business while Executive is employed by the Company or any Company Affiliate; provided, however, Executive may continue to hold securities of the Company or any Company Affiliate or continue to hold or acquire, solely as an investment, shares of capital stock or other equity securities of any company if (x) he currently holds an interest in such stock or other securities, and before the date hereof has disclosed to the Board in detail (I) the applicable company (or companies) and (II) the specific stock or other equity securities of the entity he owns, or (y) the stock or other securities are traded on any national securities exchange or are regularly quoted in the over-the-counter market, so long as Executive does not control, acquire a controlling interest in, or become a member of a group which exercises direct or indirect control of more than 5% of any class of capital stock of such corporation. For purposes of this Agreement, the Company’s “Business” is defined so as to consist of the development, acquisition, ownership, management, and sale of a diversified portfolio of high-quality, freestanding net-lease properties leased to retail, restaurant, convenience-store and similar businesses, and such other businesses conducted by the Company after the date hereof, and from time to time during the Term, that shall become material and substantial with respect to the Company’s then-overall business.

Covenant Not to Compete. While employed (i) Effective upon Closing for the considerations specified in this Agreement and in recognition that the covenants by the Company and, in the event of a termination of Executive’s employment (other than in the event of a Change of Control Members and subsequent termination by the Company without Cause or by Executive for Good Reason or in this Section are a termination due material inducement to non-renewal of the Term by Purchaser to enter into and perform this Agreement, the Company at and each Member agrees that for the first time on or period (the "Restricted Period") from the date hereof to (a) the date which is one year after the Change of Control that the Term is up for renewal), for a period of one year thereafter, in consideration of the obligations Closing Date with respect to Members who are not employees of the Company hereunderand (b) with respect to Members who are employees of the Company, including without limitation its disclosure the date which is the later to occur of Confidential Information to Executivetwo years after the Closing Date or one year following termination of such Member's employment regardless of the reason for such termination, Executive shall notsuch Member will not represent, engage in, carry on, directly or indirectly, for compensation or otherwise, engage in or have any interest in business with any sole proprietorship, partnership, corporation, company, association, business or any other person or entity who was a customer or client of the Company during the one year period preceding the beginning of the Restricted Period (whether or any customer or client of an affiliate of the Company for which the Shareholder has materially assisted such affiliate in serving such customer or client ("Assisted Affiliate")) or any business within 100 miles of the city or county limits of any city or county in the United States or foreign countries where the Company or any Assisted Affiliates has an office or in which the Company provides services which produce Company revenues of an amount equal to 2% or more of the Company's revenues for the twelve complete calendar months preceding the time of termination, which business competes with any business, services or products produced, sold, conducted, developed, or in the process of development by the Company or jointly by the Company and an Assisted Affiliate, including any business that involves the furnishing of information technology services that are the type of services furnished by the Company, either for himself, as a member or equity owner of a partnership or limited liability company, or as a shareholder (other than as a shareholder of less than one percent (1%) of the issued and outstanding stock of a publicly-held company whose gross revenues exceed $100 million), investor, owner, officer, or director of a company or other entity, or as an employee, officer, corporation, business or any creditor, consultant or otherwise) that, directly or indirectly, competes with the Company’s “Business” (as defined below) in any and all states in which the Company or any Company Affiliate conducts such business while Executive is employed by the Company or any Company Affiliate; provided, however, Executive may continue to hold securities of the Company or any Company Affiliate or continue to hold or acquire, solely as an investment, shares of capital stock or other equity securities of any company if (x) he currently holds an interest in such stock or other securities, and before the date hereof has disclosed to the Board in detail (I) the applicable company (or companies) and (II) the specific stock or other equity securities of the entity he owns, or (y) the stock or other securities are traded on any national securities exchange or are regularly quoted in the over-the-counter market, so long as Executive does not control, acquire a controlling interest in, or become a member of a group which exercises direct or indirect control of more than 5% of any class of capital stock of such corporation. For purposes of this Agreement, the Company’s “Business” is defined so as to consist of the development, acquisition, ownership, management, and sale of a diversified portfolio of high-quality, freestanding net-lease properties leased to retail, restaurant, convenience-store and similar businesses, and such other businesses conducted by the Company after the date hereof, and from time to time during the Term, that shall become material and substantial with respect to the Company’s then-overall business.agent,

Covenant Not to Compete. While employed by (i) The Company and its affiliates are currently engaged in the business of branded and generic pharmaceuticals, with a focus on product development, clinical development, manufacturing, distribution and sales & marketing. To protect the Confidential Information and other trade secrets of the Company and, in and its affiliates as well as the event goodwill and competitive business of a termination of Executive’s employment (other than in the event of a Change of Control and subsequent termination by the Company without Cause or by and its affiliates, Executive for Good Reason or a termination due to non-renewal of agrees, during the Employment Term by the Company at the first time on or after the Change of Control that the Term is up for renewal), and for a period of one year thereaftertwelve (12) months after Executive's cessation of employment with the Company, other than a cessation of employment occurring after a Change in consideration Control (as defined in Executive’s 2020 Performance Award Agreement under the Amended and Restated 2015 Stock Incentive Plan), that Executive will not, unless otherwise agreed to by the Chief Executive Officer of Endo (following approval by the Chairman of the obligations Committee), anywhere in the world where, at the time of Executive's termination of employment, the Company develops, manufactures, distributes, markets or sells its products, except in the course of Executive's employment hereunder, including without limitation its disclosure of Confidential Information to Executive, Executive shall not, directly or indirectlyindirectly manage, for compensation operate, control, or otherwiseparticipate in the management, engage in operation, or have any interest control of, be employed by, associated with, or in any sole proprietorshipmanner connected with, partnershiplend Executive's name to, corporationor render services or advice to, company, association, business any third party or any other person business whose products or entity (whether as an employee, officer, corporation, business services compete in whole or any creditor, consultant or otherwise) that, directly or indirectly, competes in part with the Company’s “Business” products or services (as defined belowboth on the market and in development) in any and all states in which material to the Company or any Company Affiliate conducts such business while Executive is employed by unit on the Company or any Company Affiliatetermination date that constitutes more than 5% of the Company's revenue on the termination date (a "Competing Business"); provided, however, that Executive may continue in any event (x) own up to hold securities a 5% passive ownership interest in any public or private entity and (y) serve on the board of any Competing Business that competes with the business of the Company or any Company Affiliate or continue to hold or acquire, solely and its affiliates as an investmentimmaterial part of its overall business, shares of capital stock or other equity securities of any company if (x) he currently holds an interest in provided that Executive recuses himself fully and completely from all matters relating to such stock or other securitiesbusiness; and provided, and before the date hereof has disclosed to the Board in detail (I) the applicable company (or companies) and (II) the specific stock or other equity securities of the entity he owns, or (y) the stock or other securities are traded on any national securities exchange or are regularly quoted in the over-the-counter market, so long as Executive does not control, acquire a controlling interest in, or become a member of a group which exercises direct or indirect control of more than 5% of any class of capital stock of such corporation. For purposes of this Agreement, the Company’s “Business” is defined so as to consist of the development, acquisition, ownership, management, and sale of a diversified portfolio of high-quality, freestanding net-lease properties leased to retail, restaurant, convenience-store and similar businesses, and such other businesses conducted by the Company after the date hereof, and from time to time during the Termfurther, that the foregoing shall become material and substantial not preclude or limit Executive's activities with respect to the Company’s then-overall businesspractice of law. Executive and the Company acknowledge and agree that, solely with respect to the practice of law, the foregoing noncompetition obligations shall not apply and this Agreement shall be construed in all respects consistent with Rule 5.6 of the Pennsylvania Rules of Professional Conduct and Rule 5.6 of the Delaware Lawyers' Rules of Professional Conduct.

Covenant Not to Compete. While employed by The Executive agrees that during the Employment Period he will devote full-time to the business of the Company andand not engage in any type of business which engages in the medical internet, online pharmacy and information services or any other related businesses, including but not limited to all aspects of the Business. Subject to such full-time requirement and the restrictions set forth below in this Section 8 and Section 3(c) above, the Executive shall be permitted to continue his existing business investments and activities and may pursue additional business investments; provided that the Executive may not serve as a director or officer of any public company resulting from such business investments if such public company is in competition with the Company. The Executive agrees that, from the end of the Employment Period through a one (1) year period thereafter, he shall not, within the Protected Territory (as defined hereinafter), (i) invest in, manage, consult or participate in any way in any other business in competition with the Business (in either an active or passive manner), (ii) participate in or advise any business which has business activities similar to the Business are a relevant business segment, or (iii) act for or on behalf of any business that intends to enter or participate in any business which has any business activities similar to the Business, in each case unless the event independent members of the Company's Board determines that such action is in the best interests of the Company. Notwithstanding the foregoing, the Executive may purchase stock as a stockholder in any publicly traded company, including any company which is involved in the development or operation of a termination medical internet site in the Protected Territory; provided that the Executive does not own (together or separately or through his affiliates) more than five percent (5%) of Executive’s employment any company (other than the Company) engaged in a business which is competitive with the event of a Change of Control and subsequent termination by the Company without Cause or by Executive for Good Reason or a termination due to non-renewal of the Term by the Company at the first time on or after the Change of Control that the Term is up for renewal), for a period of one year thereafter, in consideration of the obligations Business of the Company hereunderwithin the Protected Territory. In addition, including without limitation its disclosure of Confidential Information to Executive, the Executive shall not, not invest (directly or indirectly, for compensation or otherwise, engage in or have any interest in any sole proprietorship, partnership, corporation, company, association, business or any other person or entity (whether as an employee, officer, corporation, business or any creditor, consultant or otherwise) that, directly or indirectly, competes with the Company’s “Business” (as defined below) in any and all states in which competitive business operating within the Company or any Company Affiliate conducts such business while Executive is employed by Protected Territory unless the Company or any Company Affiliate; provided, however, Executive may continue to hold securities independent members of the Company or any Company Affiliate or continue to hold or acquire, solely as Company's Board determines that such an investment, shares of capital stock or other equity securities of any company if (x) he currently holds an interest investment is in such stock or other securities, and before the date hereof has disclosed to the Board in detail (I) the applicable company (or companies) and (II) the specific stock or other equity securities best interests of the entity he owns, or (y) the stock or other securities are traded on any national securities exchange or are regularly quoted in the over-the-counter market, so long as Executive does not control, acquire a controlling interest in, or become a member of a group which exercises direct or indirect control of more than 5% of any class of capital stock of such corporationCompany. For purposes of this Agreement, the Company’s “Business” is defined so as to consist "Protected Territory" shall mean that area within a one hundred (100) mile radius of the development, acquisition, ownership, management, and sale principal offices of a diversified portfolio of high-quality, freestanding net-lease properties leased to retail, restaurant, convenience-store and similar businesses, and such other businesses conducted by the Company after at the date hereof, and from time to time during the Term, that shall become material and substantial with respect to the Company’s then-overall businessDate of Termination.

Covenant Not to Compete. While employed by During the term of this Agreement, Executive agrees that Executive will not directly or indirectly own, become interested in, or become involved in any manner whatsoever in any business which is similar or competitive with any aspect of the business of the Company andor the Bank. Without limiting the foregoing, Executive agrees during the term of this Agreement not to engage in the event banking or leasing businesses, whether as an owner, partner, director, officer, employee, consultant, stockholder, agent, salesman or in any other capacity for any person, partnership, firm, corporation or other entity without the express written consent of the Board of Directors of the Company. Further, if Executive terminates Executive's employment in a termination of Voluntary Termination or for Good Reason, or if the Company or the Bank terminate Executive’s 's employment (other than in the event Contemplation of a Change of Control and subsequent Control, or within twelve (12) months after a Change of Control, or for Cause, for the period of twelve (12) months following the termination by of Executive's employment with the Company or the Bank, Executive agrees that Executive will not directly or indirectly own, become interested in, or become involved in any manner whatsoever, including, without Cause limitation, as an owner, partner, director, officer, employee, consultant, stockholder, agent, salesman or in any other capacity, with any credit union, savings and loan association, bank or bank holding company which has an office in Davidson County, Tennessee or in any county contiguous to Davidson County, Tennessee without the express written consent of the Board of Directors of the Company. The foregoing, however, shall not prohibit the Executive (i) from continuing to maintain any ownership interest currently held by Executive for Good Reason in any business which is similar or a termination due to non-renewal competitive with any aspect of the Term by the Company at the first time on or after the Change of Control that the Term is up for renewal), for a period of one year thereafter, in consideration of the obligations business of the Company hereunderor the Bank provided that the provisions of parts (ii) and (iii) of the last sentence of Section 3 (a) above are satisfied, including without limitation its disclosure or (ii) from obtaining an ownership interest in a business which is similar or competitive with any aspect of Confidential Information to Executivethe business of the Company or the Bank provided that (A) the provisions of parts (ii) and (ill) of the last sentence of Section 3(a) above are satisfied, (B) the shares of such business are publicly traded on a national securities exchange, and (C) Executive shall notdoes not own, directly or indirectly, for compensation or otherwise, engage in or have any interest in any sole proprietorship, partnership, corporation, company, association, business or any other person or entity more than five percent (whether as an employee, officer, corporation, business or any creditor, consultant or otherwise5%) that, directly or indirectly, competes of the total outstanding shares of such business. Executive specifically acknowledges and agrees that the foregoing restriction on competition with the Company’s “Business” (as defined below) in any Company and all states in which the Bank will not prevent Executive from obtaining gainful employment following termination of Executive's employment with the Company or any Company Affiliate conducts such business while Executive and the Bank, and is employed by a reasonable restriction upon Executive's ability to compete with the Company or any Company Affiliate; providedand the Bank, however, given the economic benefits afforded to Executive may continue to hold securities of the Company or any Company Affiliate or continue to hold or acquire, solely as an investment, shares of capital stock or other equity securities of any company if (x) he currently holds an interest in such stock or other securities, and before the date hereof has disclosed to the Board in detail (I) the applicable company (or companies) and (II) the specific stock or other equity securities of the entity he owns, or (y) the stock or other securities are traded on any national securities exchange or are regularly quoted in the over-the-counter market, so long as Executive does not control, acquire a controlling interest in, or become a member of a group which exercises direct or indirect control of more than 5% of any class of capital stock of such corporation. For purposes of under this Agreement, the Company’s “Business” is defined so as to consist of the development, acquisition, ownership, management, and sale of a diversified portfolio of high-quality, freestanding net-lease properties leased to retail, restaurant, convenience-store and similar businesses, and such other businesses conducted by the Company after the date hereof, and from time to time during the Term, that shall become material and substantial with respect to the Company’s then-overall business.

Covenant Not to Compete. While employed by TSY or any TSY Affiliate and for a period of eighteen (18) months following the Company and, in termination of this Agreement or the event of a termination of Executive’s “at will” employment (other than in the event of a Change of Control and subsequent termination by the Company without Cause TSY or by Executive for Good Reason or a termination due any TSY Affiliate, whichever is last to non-renewal of the Term by the Company at the first time on or after the Change of Control that the Term is up for renewal), for a period of one year thereafteroccur, in consideration of the obligations of the Company TSY hereunder, including without limitation its the disclosure of Confidential Information to Executive, Executive shall not, directly or indirectly, for compensation or otherwise, : (a) engage in any activity that, or (b) have any interest in any sole proprietorship, partnership, corporation, company, association, business or any other person or entity (whether as an employee, officer, corporationdirector, business or any shareholder, member, partner, corporation creditor, consultant or otherwise) that, directly or indirectly, competes with any of the Companybusiness enterprises in which TSY and the TSY Affiliates (collectively, the “TSY Group”) are now or during Executive’s employment become engaged in including, but not limited to, all aspects of commercial real estate development, leasing and financing (collectively, “TSY’s Business” (as defined below”) in any and all states in which the Company or any Company Affiliate TSY Group conducts such business while Executive is employed by the Company TSY or any Company TSY Affiliate; provided, however, Executive may continue to hold securities of the Company TSY or any Company TSY Affiliate or continue to hold or acquire, solely as an investment, shares of capital stock or other equity securities of any company if (x) he currently holds an interest in such stock or other securities, and before the date hereof has disclosed to the Board in detail (I) the applicable company (or companies) and (II) the specific stock or other equity securities of the entity he owns, or (y) the stock or other securities which are traded on any national securities exchange or are regularly quoted in the over-the-over the counter market, so long as Executive does not control, acquire a controlling interest in, or become a member of a group which exercises direct or indirect control of more than five percent (5% %) of any class of capital stock of such corporation. For purposes of Notwithstanding the foregoing, in the event that Executive’s employment by TSY terminates due to a Natural Termination (as defined in Section 6.4 above) and TSY elects not to pay Executive the Optional Severance Payment pursuant to Section 6.4 above, then the prohibitions contained in this Agreement, Section 8.2 shall terminate on the Company’s “Business” is defined so as to consist of the development, acquisition, ownership, management, and sale of a diversified portfolio of high-quality, freestanding net-lease properties leased to retail, restaurant, convenience-store and similar businesses, and such other businesses conducted by the Company after the date hereof, and from time to time during the Term, that shall become material and substantial with respect to the Company’s then-overall businessTermination Date.

Covenant Not to Compete. While employed by the Company and, in the event of a termination of Executive’s employment, for a period of 12 months thereafter in the event of all terminations of employment (other than termination pursuant to Section 4.5 or 4.6, and for a period of 3 months thereafter in the event of a Change of Control and subsequent termination by the Company without Cause or by Executive for Good Reason or reason of Executive’s delivery of a termination due to non-renewal notice pursuant to Section 1 (for clarity, the restrictions contained in this Section 6.2 shall terminate on Executive’s last day of employment where such termination results from the Term by the Company at the first time on or after the Change Company’s delivery of Control that the Term is up for renewala non-renewal notice pursuant to Section 1), for a period of one year thereafter, in consideration of the obligations of VICI REIT and the Company hereunder, including without limitation its the disclosure of Confidential Information to Executive, Executive shall not, directly or indirectly, for compensation or otherwise, engage in or have any interest in (i) Gaming and Leisure Properties, Inc. and its Subsidiaries and Affiliates, (ii) MGM Growth Properties LLC and its Subsidiaries and Affiliates, and (iii) any sole proprietorship, partnership, corporation, company, association, business or any other person or entity (whether as an employee, officer, corporation, business or any creditor, consultant or otherwise) that, directly or indirectly, competes with the Company’s “Business” (as defined below) in any and all states in which the Company or any Company Affiliate conducts such business or within 100 miles of any location where the Company or any Company Affiliate conducts such business while Executive is employed by the Company or any Company AffiliateAffiliate and, with respect to the period following the termination of Executive’s employment, within the two-year period preceding such termination of employment; provided, however, Executive may continue to hold securities of the Company or any Company Affiliate or continue to hold or acquire, solely as an investment, shares of capital stock or other equity securities of any company if (xa) he currently holds an interest in such stock or other securities, and before the date hereof has disclosed to the Board in detail (Ii) the applicable company (or companies) and (IIii) the specific stock or other equity securities of the entity he owns, or (yb) the stock or other securities are traded on any national securities exchange or are regularly quoted in the over-the-counter market, so long as Executive does not control, acquire a controlling interest in, or become a member of a group which exercises direct or indirect control of more than 51% of any class of capital stock of such corporationentity (other than through an investment in any mutual, private equity or hedge fund or similar pooled investment vehicle). For purposes of this Agreement, the Company’s “Business” is defined so as the ownership or operation of a Real Estate Investment Trust that invests in lines of business in which VICI REIT or the Company invests or in which VICI REIT or the Company has active plans to consist invest as of the development, acquisition, ownership, management, and sale of a diversified portfolio of high-quality, freestanding net-lease properties leased to retail, restaurant, convenience-store and similar businessesdate Executive’s employment terminates, and such other businesses conducted by the Company or any Company Affiliate after the date hereof, and from time to time during the TermTerm or such other businesses that the Company or any Company Affiliate had active plans to engage in as of the date Executive’s employment terminates. For the avoidance of doubt, that the operation or management of casino or gaming facilities shall become material and substantial not be deemed to, directly or indirectly, compete with respect to the Company’s then-overall business“Business” (even if the Company owns a direct or indirect interest in a gaming operator through a taxable REIT subsidiary in the future).

Covenant Not to Compete. While employed by the Company and, in the event of a termination of Executive’s employment, for a period of 12 months thereafter in the event of all terminations of employment (other than termination pursuant to Section 4.5 or 4.6, and for a period of 3 months thereafter in the event of a Change of Control and subsequent termination by the Company without Cause or by Executive for Good Reason or reason of Executive’s delivery of a termination due to non-renewal notice pursuant to Section 1 (for clarity, the restrictions contained in this Section 6.2 shall terminate on Executive’s last day of employment where such termination results from the Term by the Company at the first time on or after the Change Company’s delivery of Control that the Term is up for renewala non-renewal notice pursuant to Section 1), for a period of one year thereafter, in consideration of the obligations of VICI REIT and the Company hereunder, including without limitation its the disclosure of Confidential Information to Executive, Executive shall not, directly or indirectly, for compensation or otherwise, engage in or have any interest in (i) Gaming and Leisure - 14 - Properties, Inc. and its Subsidiaries and Affiliates, (ii) MGM Growth Properties LLC and its Subsidiaries and Affiliates, and (iii) any sole proprietorship, partnership, corporation, company, association, business or any other person or entity (whether as an employee, officer, corporation, business or any creditor, consultant or otherwise) that, directly or indirectly, competes with the Company’s “Business” (as defined below) in any and all states in which the Company or any Company Affiliate conducts such business or within 100 miles of any location where the Company or any Company Affiliate conducts such business while Executive is employed by the Company or any Company Affiliate; Affiliate and, with respect to the period following the termination of Executive’s employment, within the two-year period preceding such termination of employment; provided, however, Executive may continue to hold securities of the Company or any Company Affiliate or continue to hold or acquire, solely as an investment, shares of capital stock or other equity securities of any company if (xa) he she currently holds an interest in such stock or other securities, and before the date hereof has disclosed to the Board in detail (Ii) the applicable company (or companies) and (IIii) the specific stock or other equity securities of the entity he she owns, or (yb) the stock or other securities are traded on any national securities exchange or are regularly quoted in the over-the-counter market, so long as Executive does not control, acquire a controlling interest in, or become a member of a group which exercises direct or indirect control of more than 51% of any class of capital stock of such corporationentity (other than through an investment in any mutual, private equity or hedge fund or similar pooled investment vehicle). For purposes of this Agreement, the Company’s “Business” is defined so as the ownership or operation of a Real Estate Investment Trust that invests in lines of business in which VICI REIT or the Company invests or in which VICI REIT or the Company has active plans to consist invest as of the development, acquisition, ownership, management, and sale of a diversified portfolio of high-quality, freestanding net-lease properties leased to retail, restaurant, convenience-store and similar businessesdate Executive’s employment terminates, and such other businesses conducted by the Company or any Company Affiliate after the date hereof, and from time to time during the TermTerm or such other businesses that the Company or any Company Affiliate had active plans to engage in as of the date Executive’s employment terminates. Notwithstanding the foregoing, that shall become material and substantial with respect Executive may engage in the practice of law without limitation subsequent to the Company’s then-overall business.termination of her employment for any reason, subject to her compliance with applicable ethical requirements. 6.3

Covenant Not to Compete. While employed by the Company and, in the event of a termination of Executive’s employment (other than in the event of a Change of Control and subsequent termination by the Company without Cause or by Executive for Good Reason or a termination due to non-renewal of the Term by the Company at the first time on or after the Change of Control that the Term is up for renewal), for For a period of one year thereaftertwo (2) years from and after the Closing Date, in consideration none of the obligations of the Company hereunderSeller, including without limitation its disclosure of Confidential Information to Executive, Executive shall not, Parent or their respective Affiliates under Parent's control will engage directly or indirectly, for compensation or otherwiseinvest in, engage own, manage, operate, finance, control, or guarantee the obligations of any Person engaged, in the distribution of human generic pharmaceutical products or have any interest Home Medical Equipment manufactured by other non-Affiliated Persons which compete with the Products of the Business as conducted as of or during the twelve-month period prior to the Closing Date in any sole proprietorship, partnership, corporation, company, association, business or any other person or entity (whether as an employee, officer, corporation, business or any creditor, consultant or otherwise) that, directly or indirectly, competes with the Company’s “Business” (as defined below) in any and all states geographic area in which the Company or any Company Affiliate Business conducts such its business while Executive is employed by as of the Company or any Company AffiliateClosing Date; provided, however, Executive may continue that, subject to hold securities the provisions of the Company this Section 6(d), it shall not be a violation of this Section 6(d) for Seller or Parent or any Company Affiliate or continue of its controlled Affiliates to hold or acquire, solely as an investment, shares of capital stock or other (i) own any equity securities (or securities convertible into equity securities) of any company if (x) he currently holds an interest Person which invests in, manages or operates a business that competes with the Business, in each case provided that such stock or other securities, and before the date hereof has disclosed to the Board in detail (I) the applicable company equity securities (or companiessecurities convertible into equity securities) and (II) the specific stock or other equity securities of the entity he owns, or (y) the stock or other securities are traded on any national securities exchange or are regularly quoted in the over-the-counter market, so long as Executive does not control, acquire a controlling interest in, or become a member of a group which exercises direct or indirect control of more represent less than 5% of any class of the outstanding capital stock of such corporationPerson and are publicly traded or listed in any securities exchange or automated quotation system, or (ii) acquire all or a majority of the stock or assets of any Person that has a business which has 5% or less of its net income or net sales (or both) in a business competing with the Business; provided, however, to the extent that Seller and/or Parent acquires such a business, Parent and/or Seller shall use their reasonable best efforts to dispose of the portion of such business that competes with the Business within one year from such acquisition, and, provided, further, that Seller and/or Parent shall, prior to disposing of such competing portion of the acquired business, provide Buyer the first thirty (30) days within which to make a bona fide offer to purchase the same, which Seller and/or Parent shall be free to accept or reject in their sole discretion, or (iii) market, distribute, sell, provide or otherwise transfer (except directly to pharmacies and similar retail outlets) any active pharmaceutical ingredients, any finished antibiotic, antibacterial or fermentation-based pharmaceutical products containing active pharmaceutical ingredients manufactured by Parent or any of its Affiliates or any finished pharmaceutical product manufactured by Parent or any of its Affiliates (including products manufactured for Parent or an Affiliate under a toll or exclusive manufacturing arrangement); or (iv) market, distribute, sell, provide or otherwise transfer any finished pharmaceutical sold under the "Kxxxxx" or other tradename primarily used for branded pharmaceutical products. For purposes If the final judgment of a court of competent jurisdiction declares that any term or provision of this AgreementSection 6(d) is invalid or unenforceable, the Company’s “Business” is defined so as Parties agree that the court making the determination of invalidity or unenforceability shall have the power to consist reduce the scope, duration, or area of the developmentterm or provision, acquisitionto delete specific words or phrases, ownership, managementor to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and sale of a diversified portfolio of high-quality, freestanding net-lease properties leased to retail, restaurant, convenience-store and similar businesses, and such other businesses conducted by the Company this Agreement shall be enforceable as so modified after the date hereof, and from expiration of the time to time during within which the Term, that shall become material and substantial with respect to the Company’s then-overall businessjudgment may be appealed.

Covenant Not to Compete. While employed by the Company and, in the event of a termination of Executive’s employment (other than in the event of a Change of Control and subsequent termination by the Company without Cause or by Executive for Good Reason or a termination due to non-renewal of the Term by the Company at the first time on or after the Change of Control that the Term is up for renewal), for a period of one year thereafter, in consideration of the obligations of the Company hereunder, including without limitation its disclosure of Confidential Information to Executive, Executive shall not, directly or indirectly, for compensation or otherwise, engage in or have any interest in any sole proprietorship, partnership, corporation, company, association, business or any other person or entity (whether as an employee, officer, member, partner, corporation, business or any creditor, consultant or otherwise) that, directly or indirectly, competes with the Company’s “'s "Business” " (as defined below) in any and all states in which the Company or any Company Affiliate conducts such business while Executive is employed by the Company or any Company Affiliate; provided, however, Executive may continue to hold securities of the Company or any Company Affiliate or continue to hold or acquire, solely as an investment, shares of capital stock or other equity securities of any company if (x) he currently holds an interest in such stock or other securities, and before the date hereof has disclosed to the Board in detail (I) the applicable company (or companies) and (II) the specific stock or other equity securities of the entity he owns, or (y) the stock or other securities are traded on any national securities exchange or are regularly quoted in the over-the-counter market, so long as Executive does not control, acquire a controlling interest in, or become a member of a group which exercises direct or indirect control of more than 5% of any class of capital stock of such corporation. For purposes of this Agreement, the Company’s “"Business” " is defined so as to consist of the development, acquisition, ownership, management, and sale of a diversified portfolio of high-quality, freestanding net-lease properties leased to retail, restaurant, convenience-store and similar businesses, and such other businesses conducted by the Company after the date hereof, and from time to time during the Term, that shall become material and substantial with respect to the Company’s then-overall business.

Covenant Not to Compete. While employed by the Company and, in the event of a termination of Executive’s employment (other than in the event of a Change of Control and subsequent termination by the Company without Cause or by Executive for Good Reason or a termination due to non-renewal of the Term by the Company at the first time on or after the Change of Control that the Term is up for renewal), for a period of one (1) year thereafter, in consideration of the obligations of the Company hereunder, including without limitation its disclosure of Confidential Information to Executive, Executive shall not, directly or indirectly, for compensation or otherwise, engage in or have any interest in any sole proprietorship, partnership, corporation, company, association, business or any other person or entity (whether as an employee, officer, member, partner, corporation, business or any creditor, consultant or otherwise) that, directly or indirectly, competes with the Company’s “Business” (as defined below) in any and all states in which the Company or any Company Affiliate conducts such business while Executive is employed by the Company or any Company Affiliate; provided, however, Executive may continue to hold securities of the Company or any Company Affiliate or continue to hold or acquire, solely as an investment, shares of capital stock or other equity securities of any company if (x) he she currently holds an interest in such stock or other securities, and before the date hereof has disclosed to the Board in detail (I) the applicable company (or companies) and (II) the specific stock or other equity securities of the entity he she owns, or (y) the stock or other securities are traded on any national securities exchange or are regularly quoted in the over-the-counter market, so long as Executive does not control, acquire a controlling interest in, or become a member of a group which exercises direct or indirect control of more than 5% of any class of capital stock of such corporation. For purposes of this Agreement, the Company’s “Business” is defined so as to consist of the development, acquisition, ownership, management, and sale of a diversified portfolio of high-quality, freestanding net-lease properties leased to retail, restaurant, convenience-store and similar businesses, and such other businesses conducted by the Company after the date hereof, and from time to time during the Term, that shall become material and substantial with respect to the Company’s then-overall business.

Covenant Not to Compete. While employed (i) During the Employment Period and (A) for a period of two years from the termination date, following a termination by the Company andfor Cause or by the Executive without Good Reason or (B) until the Executive ceases to receive salary or severance payments from the Company (including, in without limitation, any subsidiary thereof), if the event of a termination of Executive’s employment (other than in the event of a Change of Control and subsequent termination Executive is terminated by the Company without Cause or by the Executive terminates his employment for Good Reason or a termination due to non-renewal of (the Term by the Company at the first time on or after the Change of Control that the Term is up for renewal"Restricted Period"), for a period of one year thereafter, in consideration of the obligations of the Company hereunder, including without limitation its disclosure of Confidential Information to Executive, Executive shall not, directly or indirectly, for compensation or otherwise, (i) engage in (A) any business that includes the transportation of any goods or have any interest in any sole proprietorshipproducts transported by the Company or its Affiliates as of the date hereof and the date of termination, partnership(B) the bulls trucking business, corporation(C) the bulk tank cleaning business, company, association, business or (D) . any other person or entity (whether as an employee, officer, corporation, business or any creditor, consultant or otherwise) that, directly or indirectly, competes with the Company’s “Business” (as defined below) in any and all states in which the Company or any Company Affiliate conducts such business while Executive is employed by the Company or any Company Affiliate; provided, however, Executive may continue to hold securities of the Company or any Company Affiliate or continue to hold or acquire, solely its Affiliates are engaged as an investment, shares of capital stock or other equity securities of any company if (x) he currently holds an interest in such stock or other securities, and before the date hereof has disclosed to or the Board in detail (I) the applicable company (or companies) and (II) the specific stock or other equity securities date of termination of the entity he ownsemployment with the Company (collectively, the "Company Business") within the United States; (ii) compete or participate as agent, employee, consultant, advisor, representative or otherwise in any enterprise which has any material operations engaged in the Company Business within the United States; or (iii) compete or participate as a stockholder, partner, member or joint venture, or (y) the stock or other securities are traded on has any national securities exchange or are regularly quoted in the over-the-counter market, so long as Executive does not control, acquire a controlling interest in, or become a member of a group which exercises direct or indirect control of more than 5% of financial interest, in any class of capital stock of such corporation. For purposes of this Agreement, the Company’s “Business” is defined so as to consist of the development, acquisition, ownership, management, and sale of a diversified portfolio of high-quality, freestanding net-lease properties leased to retail, restaurant, convenience-store and similar businesses, and such other businesses conducted by enterprise which has any material operations engaged in the Company after Business within the date hereofUnited States; (the "Company Business"), and from time except that the Executive shall be allowed to time during invest his assets in the Term, that shall become material and substantial securities of public companies engaged in the Company Business if such holdings are passive investments which do not involve the Executive's holding with respect to any such entity the Company’s then-overall business.position of officer, director, employee, consultant or general partner, or owning directly or indirectly two percent (2%) or more of the stock, whether voting or not, of any such entity, and which do not involve the Executive becoming a secured or unsecured creditor of any such entity;

Covenant Not to Compete. While employed The Boards of Directors of BancShares and the Bank at their meeting on February 25, 2009 modified the SERP provisions on Covenants Not to Compete and approved the policy provision on director overlaps to allow directorships and/or other advisory or employment status with an "affiliate" of the BancShares Group, as "affiliate" is defined therein, not to be prohibited by the Company andSERP provisions nor any other noncompetition provisions applicable to past, present and future officers, directors and employees of the BancShares Group (the "Amendment"). The Amendment is incorporated herein by this specific reference and is recognized and agreed to apply to this Agreement in its entirety. Subject to the provisions set forth in the event of a termination of Executive’s employment (other than in preceding paragraph and the event of a Change of Control and subsequent termination by the Company without Cause or by Executive for Good Reason or a termination due to non-renewal referenced resolution of the Term by Boards of Directors of BancShares and the Company Bank, during the ten (10) years immediately subsequent to the Retirement Date, and in consideration for the Special Payments provided in Paragraph 4 of this Agreement, Holding agrees not to become an officer or employee of, provide any consultation to, nor participate in any manner with, any other entity of any type or description involved in any major element of business which the Bank or any entity within the BancShares Group is performing at the first time on of Holding's separation from service with the Bank, nor will Holding perform or after the Change seek to perform any consultation or other type of Control that the Term is up for renewal)work or service with any other firm, for a period of one year thereafter, in consideration of the obligations of the Company hereunder, including without limitation its disclosure of Confidential Information to Executive, Executive shall notperson or entity, directly or indirectly, for compensation or otherwise, engage in or have any interest in any sole proprietorship, partnership, corporation, company, association, such business which competes with the Bank or any other person or entity (within the BancShares Group, whether as an employee, officer, corporation, business or any creditor, consultant or otherwise) that, done directly or indirectly, competes with in ownership, consultation, employment or otherwise. This Covenant Not to Compete by Holding is limited to the Company’s “Business” (as defined below) in any and all states geographic area consisting of each county or like jurisdictional entity in which either the Company Bank or any Company Affiliate conducts such entity within the BancShares Group shall maintain a banking or other business while Executive is employed by office at the Company time of Holding's separation from service, and shall not prevent Holding from purchasing or any Company Affiliate; providedacquiring, however, Executive may continue to hold securities of the Company or any Company Affiliate or continue to hold or acquire, solely as an investmentinvestor only, shares a financial interest of capital stock or other equity securities of any company if (x) he currently holds an interest in such stock or other securities, and before the date hereof has disclosed to the Board in detail (I) the applicable company (or companies) and (II) the specific stock or other equity securities of the entity he owns, or (y) the stock or other securities are traded on any national securities exchange or are regularly quoted in the over-the-counter market, so long as Executive does not control, acquire a controlling interest in, or become a member of a group which exercises direct or indirect control of more less than 5% of any class of capital stock of such corporation. For purposes of this Agreement, in a business or other entity which is in competition with the Company’s “Business” is defined so as to consist of the development, acquisition, ownership, management, and sale of a diversified portfolio of high-quality, freestanding net-lease properties leased to retail, restaurant, convenience-store and similar businesses, and such other businesses conducted by the Company after the date hereof, and from time to time during the Term, that shall become material and substantial with respect to the Company’s then-overall businessBank.

Covenant Not to Compete. While employed by the Company and, in the event of a termination of Executive’s employment, for a period of 12 months thereafter in the event of all terminations of employment (other than termination pursuant to Section 4.5 or 4.6, and for a period of 3 months thereafter in the event of a Change of Control and subsequent termination by the Company without Cause or by Executive for Good Reason or reason of Executive’s delivery of a termination due to non-renewal notice pursuant to Section 1 (for clarity, the restrictions contained in this Section 6.2 shall terminate on Executive’s last day of employment where such termination results from the Term by the Company at the first time on or after the Change Company’s delivery of Control that the Term is up for renewala non-renewal notice pursuant to Section 1), for a period of one year thereafter, in consideration of the obligations of VICI REIT and the Company hereunder, including without limitation its the disclosure of Confidential Information to Executive, Executive shall not, directly or indirectly, for compensation or otherwise, engage in or have any interest in (i) Gaming and Leisure Properties, Inc. and its Subsidiaries and Affiliates, (ii) MGM Growth Properties LLC and its Subsidiaries and Affiliates, and (iii) any sole proprietorship, partnership, corporation, company, association, business or any other person or entity (whether as an employee, officer, corporation, business or any creditor, consultant or otherwise) that, directly or indirectly, competes with the Company’s “Business” (as defined below) in any and all states in which the Company or any Company Affiliate conducts such business or within 100 miles of any location where the Company or any Company Affiliate conducts such business while Executive is employed by the Company or any Company AffiliateAffiliate and, with respect to the period following the termination of Executive’s employment, within the two-year period preceding such termination of employment; provided, however, Executive may continue to hold securities of the Company or any Company Affiliate or continue to hold or acquire, solely as an investment, shares of capital stock or other equity securities of any company if (xa) he she currently holds an interest in such stock or other securities, and before the date hereof has disclosed to the Board in detail (Ii) the applicable company (or companies) and (IIii) the specific stock or other equity securities of the entity he she owns, or (yb) the stock or other securities are traded on any national securities exchange or are regularly quoted in the over-the-counter market, so long as Executive does not control, acquire a controlling interest in, or become a member of a group which exercises direct or indirect control of more than 51% of any class of capital stock of such corporationentity (other than through an investment in any mutual, private equity or hedge fund or similar pooled investment vehicle). For purposes of this Agreement, the Company’s “Business” is defined so as the ownership or operation of a Real Estate Investment Trust that invests in lines of business in which VICI REIT or the Company invests or in which VICI REIT or the Company has active plans to consist invest as of the development, acquisition, ownership, management, and sale of a diversified portfolio of high-quality, freestanding net-lease properties leased to retail, restaurant, convenience-store and similar businessesdate Executive’s employment terminates, and such other businesses conducted by the Company or any Company Affiliate after the date hereof, and from time to time during the TermTerm or such other businesses that the Company or any Company Affiliate had active plans to engage in as of the date Executive’s employment terminates. Notwithstanding the foregoing, that shall become material and substantial with respect Executive may engage in the practice of law without limitation subsequent to the Company’s then-overall businesstermination of her employment for any reason, subject to her compliance with applicable ethical requirements.

Covenant Not to Compete. While employed by The Executive agrees that during the Company and, in the event of a termination of Executive’s employment (other than in the event of a Change of Control and subsequent termination by with the Company without Cause or by Executive for Good Reason any of its subsidiaries or a termination due to non-renewal of the Term by the Company at the first time on or after the Change of Control that the Term is up for renewal), affiliates and for a period of one year thereafter, in consideration two (2) years commencing upon the expiration or termination of the obligations of Executive’s employment for any reason whatsoever (the Company hereunder“Non-Compete Period”), including without limitation its disclosure of Confidential Information to Executive, the Executive shall not, directly or indirectly, for compensation without the prior written consent of the Company: (a) solicit, entice, persuade or otherwise, engage in or have induce any interest in any sole proprietorship, partnership, corporation, company, association, business or any other person or entity (whether as an employee, officerconsultant, corporationagent or independent contractor of the Company or of any of its subsidiaries or affiliates to terminate his, her or its employment with the Company or such subsidiary or affiliate, to become employed by any person, firm or corporation other than the Company or such subsidiary or affiliate or approach any such employee, consultant, agent or independent contractor for any of the foregoing purposes, or authorize or assist in the taking of any such actions by any third party (the terms “employee,” “consultant,” “agent” and “independent contractor” shall include any persons with such status at any time during the six (6) months preceding any solicitation in question); or (b) directly or indirectly engage, participate, or make any financial investment in, or become employed by or render consulting, advisory or other services to or for any person, firm, corporation or other business enterprise, wherever located, which is engaged or any creditor, consultant or otherwise) thatpreparing to engage, directly or indirectly, competes in competition with the Company’s “Business” (as defined below) in Business and/or any and all states in which business of the Company or any Company Affiliate conducts such of its subsidiaries or affiliates as conducted or any business while Executive is employed by proposed to be conducted at the time of the expiration or termination of the Executive’s employment with the Company or any Company Affiliateand its subsidiaries and affiliates; provided, however, that nothing in this Section shall be construed to preclude the Executive may continue to hold from making any investments in the securities of any business enterprise whether or not engaged in competition with the Company or any Company Affiliate of its subsidiaries or continue to hold or acquireaffiliates, solely as an investment, shares of capital stock or other equity securities of any company if (x) he currently holds an interest in such stock or other securities, and before the date hereof has disclosed to the Board in detail (I) the applicable company (or companies) and (II) the specific stock or other equity securities of the entity he owns, or (y) the stock or other extent that such securities are actively traded on any a national securities exchange or are regularly quoted in the over-the-counter marketmarket in the United States or on any foreign securities exchange and represent, so long as Executive does at the time of acquisition, not control, acquire a controlling interest in, or become a member of a group which exercises direct or indirect control of more than 53% of any class of capital stock of such corporation. For purposes of this Agreement, the Company’s “Business” is defined so as to consist of the development, acquisition, ownership, management, and sale of a diversified portfolio of high-quality, freestanding net-lease properties leased to retail, restaurant, convenience-store and similar businesses, and such other businesses conducted by the Company after the date hereof, and from time to time during the Term, that shall become material and substantial with respect to the Company’s then-overall business.aggregate voting

Covenant Not to Compete. While employed by the Company and, in the event of a termination of Executive’s employment (other than in the event of a Change of Control and subsequent termination by the Company without Cause or by Executive for Good Reason or a termination due to non-renewal of the Term by the Company at the first time on or after the Change of Control that the Term is up for renewal), for a period of one year thereafter, in consideration of the obligations of the Company hereunder, including without limitation its disclosure of Confidential Information to Executive, Executive shall not, directly or indirectly, for compensation or otherwise, engage in or have any interest in any sole proprietorship, partnership, corporation, company, association, business or any other person or entity (whether as an employee, officer, corporation, business or any creditor, consultant or otherwise) that, directly or indirectly, competes with the Company’s “Business” (as defined below) in any and all states in which the Company or any Company Affiliate conducts such business while Executive is employed by the Company or any Company Affiliate; provided, however, Executive may continue to hold securities of the Company or any Company Affiliate or continue to hold or acquire, solely as an investment, shares of capital stock or other equity securities of any company if (xa) he currently holds an interest in such stock or other securities, and before the date hereof has disclosed to the Board in detail (Ii) the applicable company (or companies) and (IIii) the specific stock or other equity securities of the entity he owns, or (yb) the stock or other securities are traded on any national securities exchange or are regularly quoted in the over-the-counter market, so long as Executive does not control, acquire a controlling interest in, or become a member of a group which exercises direct or indirect control of more than 5% of any class of capital stock of such corporation. For purposes of this Agreement, the Company’s “Business” is defined so as to consist of the development, acquisition, ownership, management, and sale of a diversified portfolio of high-quality, freestanding net-lease properties leased to retail, restaurant, convenience-store and similar businesses, and such other businesses conducted by the Company after the date hereof, and from time to time during the Term, that shall become material and substantial with respect to the Company’s then-overall business.

Covenant Not to Compete. While employed (i) During the Employment Period and (A) for a period of two years from the termination date, following the termination by the Company andfor Cause or by the Executive without Good Reason or (B) until the Executive ceases to receive salary or severance payments from the Company (including, in without limitation, any subsidiary thereof), if the event of a termination of Executive’s employment (other than in the event of a Change of Control and subsequent termination Executive is terminated by the Company without Cause or by the Executive terminates his employment for Good Reason or a termination due to non-renewal of (the Term by the Company at the first time on or after the Change of Control that the Term is up for renewal"Restricted Period"), for a period of one year thereafter, in consideration of the obligations of the Company hereunder, including without limitation its disclosure of Confidential Information to Executive, Executive shall not, directly or indirectly, for compensation or otherwise, (i) engage in (A) any business that includes the transportation of any goods or have any interest in any sole proprietorshipproducts transported by the Company or its Affiliates as of the date hereof and the date of termination, partnership(B) the bulk trucking business, corporation(C) the bulk tank cleaning business, company, association, business or (D) any other person or entity (whether as an employee, officer, corporation, business or any creditor, consultant or otherwise) that, directly or indirectly, competes with the Company’s “Business” (as defined below) in any and all states in which the Company or any Company Affiliate conducts such business while Executive is employed by the Company or any Company Affiliate; provided, however, Executive may continue to hold securities of the Company or any Company Affiliate or continue to hold or acquire, solely its Affiliates are engaged as an investment, shares of capital stock or other equity securities of any company if (x) he currently holds an interest in such stock or other securities, and before the date hereof has disclosed to or the Board in detail (I) the applicable company (or companies) and (II) the specific stock or other equity securities date of termination of the entity he ownsemployment with the Company (collectively, the "Company Business") within the United States; (ii) compete or participate as agent, employee, consultant, advisor, representative or otherwise in any enterprise which has any material operations engaged in the Company Business within the United States; or (iii) compete or participate as a stockholder, partner, member or joint venture, or (y) the stock or other securities are traded on has any national securities exchange or are regularly quoted in the over-the-counter market, so long as Executive does not control, acquire a controlling interest in, or become a member of a group which exercises direct or indirect control of more than 5% of financial interest, in any class of capital stock of such corporation. For purposes of this Agreement, the Company’s “Business” is defined so as to consist of the development, acquisition, ownership, management, and sale of a diversified portfolio of high-quality, freestanding net-lease properties leased to retail, restaurant, convenience-store and similar businesses, and such other businesses conducted by enterprise which has any material operations engaged in the Company after Business within the date hereofUnited States; (the "Company Business"), and from time except that the Executive shall be allowed to time during invest his assets in the Term, that shall become material and substantial securities of public companies engaged in the Company Business if such holdings are passive investments which do not involve the Executive's holding with respect to any such entity the Company’s then-overall business.position of officer, director, employee, consultant or general partner, or owning directly or indirectly two percent (2%) or more of the stock, whether voting or not, of any such entity, and which do not involve the Executive becoming a secured or unsecured creditor of any such entity;

Covenant Not to Compete. While employed by During the term of this Agreement, Executive agrees that Executive will not directly or indirectly own, become interested in, or become involved in any manner whatsoever in any business which is similar or competitive with any aspect of the business of the Company andor the Bank. Without limiting the foregoing, Executive agrees during the term of this Agreement not to engage in the event banking or leasing businesses, whether as an owner, partner, director, officer, employee, consultant, stockholder, agent, salesman or in any other capacity for any person, partnership, firm, corporation or other entity without the express written consent of the Board of Directors of the Company. Further, if Executive terminates Executive's employment in a termination of Voluntary Termination or for Good Reason, or if the Company or the Bank terminate Executive’s 's employment (other than in the event Contemplation of a Change of Control and subsequent Control, or within twelve (12) months after a Change of Control, or for Cause, for the period of twelve (12) months following the termination by of Executive's employment with the Company or the Bank, Executive agrees that Executive will not directly or indirectly own, become interested in, or become involved in any manner whatsoever, including, without Cause limitation, as an owner, partner, director, officer, employee, consultant, stockholder, agent, salesman or in any other capacity, with any credit union, savings and loan association, bank or bank holding company which has an office in Davidson County, Tennessee or in any county contiguous to Davidson County, Tennessee without the express written consent of the Board of Directors of the Company. The foregoing, however, shall not prohibit the Executive (i) from continuing to maintain any ownership interest currently held by Executive for Good Reason in any business which is similar or a termination due to non-renewal competitive with any aspect of the Term by the Company at the first time on or after the Change of Control that the Term is up for renewal), for a period of one year thereafter, in consideration of the obligations business of the Company hereunderor the Bank provided that the provisions of arts (ii) and (iii) of the last sentence of Section 3(a) above are satisfied, including without limitation its disclosure or (ii) from obtaining an ownership interest in a business which is similar or competitive with any aspect of Confidential Information to Executivethe business of the Company or the Bank provided that (A) the provisions of parts (ii) and (ill) of the last sentence of Section 3(a) above are satisfied, (B) the shares of such business are publicly traded on a national securities exchange, and (C) Executive shall notdoes not own, directly or indirectly, for compensation or otherwise, engage in or have any interest in any sole proprietorship, partnership, corporation, company, association, business or any other person or entity more than five percent (whether as an employee, officer, corporation, business or any creditor, consultant or otherwise5%) that, directly or indirectly, competes of the total outstanding shares of such business. Executive specifically acknowledges and agrees that the foregoing restriction on competition with the Company’s “Business” (as defined below) in any Company and all states in which the Bank will not prevent Executive from obtaining gainful employment following termination of Executive's employment with the Company or any Company Affiliate conducts such business while Executive and the Bank, and is employed by a reasonable restriction upon Executive's ability to compete with the Company or any Company Affiliate; providedand the Bank, however, given the economic benefits afforded to Executive may continue to hold securities of the Company or any Company Affiliate or continue to hold or acquire, solely as an investment, shares of capital stock or other equity securities of any company if (x) he currently holds an interest in such stock or other securities, and before the date hereof has disclosed to the Board in detail (I) the applicable company (or companies) and (II) the specific stock or other equity securities of the entity he owns, or (y) the stock or other securities are traded on any national securities exchange or are regularly quoted in the over-the-counter market, so long as Executive does not control, acquire a controlling interest in, or become a member of a group which exercises direct or indirect control of more than 5% of any class of capital stock of such corporation. For purposes of under this Agreement, the Company’s “Business” is defined so as to consist of the development, acquisition, ownership, management, and sale of a diversified portfolio of high-quality, freestanding net-lease properties leased to retail, restaurant, convenience-store and similar businesses, and such other businesses conducted by the Company after the date hereof, and from time to time during the Term, that shall become material and substantial with respect to the Company’s then-overall business.

Covenant Not to Compete. While employed The Executive expressly acknowledges that (i) the Executive's performance of her services for the Company hereunder will afford her access to and cause her to become highly knowledgeable about the Company's, its Subsidiaries' and their Affiliates' Confidential Information; (ii) the agreements and covenants contained in this Section 4.5 are essential to protect the Confidential Information, business and goodwill of the Company, its Subsidiaries and their Affiliates, and the restraints on the Executive imposed by the Company and, in the event provisions of a termination of Executive’s employment (other than in the event of a Change of Control and subsequent termination this Section 4.5 are justified by the Company without Cause or by Executive for Good Reason or a termination due to non-renewal these legitimate business interests of the Term by Company; and (iii) her covenants to the Company at the first time on or after the Change of Control that the Term is up for renewal)Company, for a period of one year thereafter, its Subsidiaries and their Affiliates set forth in this Section 4.5 are being made both in consideration of the obligations Company's employment of the Company hereunderExecutive in the office to which the Executive has been recently promoted and the salary and other financial benefits of this Agreement. Accordingly, including without limitation its disclosure of Confidential Information to Executive, the Executive hereby agrees that during the Non-Competition Period she shall not, anywhere in the Applicable Territory, directly or indirectly, for compensation or otherwise, engage in or have own any interest in, invest in, lend to, borrow from, manage, control, participate in, consult with, become employed by, render services to, or in any sole proprietorshipother manner whatsoever engage in, partnership, corporation, company, association, any business or which is competitive with any other person or entity (whether as an employee, officer, corporation, lines of business or any creditor, consultant or otherwise) that, directly or indirectly, competes with actively being engaged in by the Company’s “Business” , its Subsidiaries and their Affiliates in the Applicable Territory or actively (as defined belowand demonstrably) in any and all states in which the Company or any Company Affiliate conducts such business while Executive is employed being considered by the Company or any Company Affiliate; providedCompany, however, Executive may continue to hold securities its Subsidiaries and their Affiliates for entry into on the date of the Company or any Company Affiliate or continue termination of the Employment Period (collectively, "Competitive Activities"). The preceding to hold or acquirethe contrary notwithstanding, solely as an investment, shares of capital stock or other equity the Executive shall be free to make investments in the publicly traded securities of any company if (x) he currently holds an interest in corporation, provided that such stock or other securities, and before the date hereof has disclosed investments do not amount to the Board in detail (I) the applicable company (or companies) and (II) the specific stock or other equity securities more than 1% of the entity he owns, or (y) the stock or other outstanding securities are traded on any national securities exchange or are regularly quoted in the over-the-counter market, so long as Executive does not control, acquire a controlling interest in, or become a member of a group which exercises direct or indirect control of more than 5% of any class of capital stock of such corporation. For purposes of this Agreement, the Company’s “Business” is defined so as to consist of the development, acquisition, ownership, management, and sale of a diversified portfolio of high-quality, freestanding net-lease properties leased to retail, restaurant, convenience-store and similar businesses, and such other businesses conducted by the Company after the date hereof, and from time to time during the Term, that shall become material and substantial with respect to the Company’s then-overall business.

Covenant Not to Compete. While employed Each Management Seller undertakes not to engage or participate, and not to be or become an officer, director, shareholder (except for a passive shareholding not exceeding 5% in a publicly listed company), owner, employee, representative, consultant or advisor of, for or to any Person that engages or participates, whether directly or indirectly, in any activities that may be competing with or harmful to the business that is conducted by the Company andAcquired Companies (including the product roadmap in the current field of business), including launching or causing the launching of any products that may compete with the products that are being developed in the current field of business, manufactured and/or sold by the Acquired Companies, anywhere in the world. Seller 10 undertakes not to engage or participate, and not to be or become an officer, director, shareholder (except for a passive shareholding not exceeding 5% in a publicly listed company), owner, employee, representative, consultant or advisor of, for or to any Person that engages or participates, whether directly or indirectly, in any activities that may be competing with or harmful to the event of a termination of Executive’s employment business that is currently conducted by the Acquired Companies (other than including the product roadmap in the event current field of a Change business), including launching or causing the launching of Control and subsequent termination any products that may compete with the products that are currently being developed in the current field of business, manufactured and/or sold by the Company without Cause Acquired Companies, anywhere in the world. Each Management Seller and Seller 10 undertakes not to: (a) hire any individual who is (or by Executive for Good Reason or a termination due to non-renewal was) an employee of any of the Term by Acquired Companies at any time from the date hereof through the Closing Date; (b) hire any individual who is (or was) a consultant or independent contractor of any of the Acquired Companies at any time from the date hereof through the Closing Date to the extent that such hiring will interfere in any material respect with, or will have an adverse impact in any material respect on, the business of any of the Acquired Companies; (c) directly or indirectly, personally or through others, encourage, induce, attempt to induce, solicit or attempt to solicit (on such Seller’s own behalf or on behalf of any other Person) any such individual to leave his or her employment, consulting or independent contractor relationship with any of the Acquired Companies; (d) directly or indirectly, personally or through others, interfere or attempt to interfere with the relationship of any of the Acquired Companies with any Person that: (i) is a 27. customer (or, based upon preliminary or other negotiations between an Acquired Company at and such Person prior to the first time on Closing, is expected to become a customer) of any of the Acquired Companies; or after (ii) has a business relationship (or, based upon preliminary or other negotiations between an Acquired Company and such Person prior to the Change Closing, is expected to have a business relationship) with any of Control the Acquired Companies; or (e) intentionally libel, slander or disparage Purchaser or any of Purchaser’s affiliates (including the Acquired Companies) in any manner that is or (or could reasonably be expected to be) harmful to Purchaser or any such affiliate or to the Term business, business reputation or personal reputation of Purchaser or any such affiliate. Financial Sellers shall ensure that no current employee or representative of Montagu Private Equity LLP (or any of its affiliates) that is up for renewalor has been an employee or director of any Acquired Company directly or indirectly takes (or requests, advises or causes any other Person to take) any of the actions described in clauses “(a), ” through “(e)” of the immediately preceding paragraph. The covenants of Sellers set out in this Article 8.2 shall be valid and enforceable for a period of one year thereafter, in consideration of the obligations of the Company hereunder, including without limitation its disclosure of Confidential Information to Executive, Executive shall not, directly or indirectly, for compensation or otherwise, engage in or have any interest in any sole proprietorship, partnership, corporation, company, association, business or any other person or entity (whether as an employee, officer, corporation, business or any creditor, consultant or otherwise) that, directly or indirectly, competes with the Company’s “Business” (as defined below) in any and all states in which the Company or any Company Affiliate conducts such business while Executive is employed by the Company or any Company Affiliate; provided, however, Executive may continue to hold securities of the Company or any Company Affiliate or continue to hold or acquire, solely as an investment, shares of capital stock or other equity securities of any company if (x) he currently holds an interest in such stock or other securities, and before the date hereof has disclosed to the Board in detail (I) the applicable company (or companies) and (II) the specific stock or other equity securities of the entity he owns, or (y) the stock or other securities are traded on any national securities exchange or are regularly quoted in the over-the-counter market, so long as Executive does not control, acquire a controlling interest in, or become a member of a group which exercises direct or indirect control of more than 5% of any class of capital stock of such corporation. For purposes of this Agreement, the Company’s “Business” is defined so as to consist of the development, acquisition, ownership, management, and sale of a diversified portfolio of high-quality, freestanding net-lease properties leased to retail, restaurant, convenience-store and similar businesses, and such other businesses conducted by the Company three years after the date hereof, and from time to time during the Term, that shall become material and substantial with respect to the Company’s then-overall businessClosing Date.

Covenant Not to Compete. While employed by (a) The Stockholders hereby covenant that during the Company and, in period commencing on the event of a termination of Executive’s employment (other than in Closing Date and ending on the event of a Change of Control and subsequent termination by the Company without Cause or by Executive for Good Reason or a termination due to non-renewal sixth anniversary of the Term by Closing Date (the Company at the first time on or after the Change of Control that the Term is up for renewal"RESTRICTED PERIOD"), except solely by virtue of performance of Stockholders' obligations under the Strategic Agreements, no Stockholder will (whether for a period its own account, as an employee or otherwise on behalf of one year thereafterany other Person, or in consideration of the obligations of the Company hereunderany other capacity), including without limitation and each Stockholder will cause its disclosure of Confidential Information to Executive, Executive shall notAffiliates not to, directly or indirectly, for compensation or otherwise, (i) engage in any of the Restricted Activities (as such term is defined in 13.1(b) below), anywhere in the world, or have (ii) without limitation of clause (i), (x) become or remain a stockholder of a corporation or a member of a partnership, limited liability company or any other Person, or otherwise own any equity interest in any sole proprietorshipPerson, partnershipengaged in any of the Restricted Activities anywhere in the world, corporation, company, association, business (y) act as a consultant to any Person or otherwise provide any other person or entity (whether as an employeeassistance to any Person, officer, corporation, business or with respect to any creditor, consultant or otherwise) that, directly or indirectly, competes with Restricted Activities anywhere in the Company’s “Business” (as defined below) in any and all states in which the Company or any Company Affiliate conducts such business while Executive is employed by the Company or any Company Affiliate; provided, however, Executive may continue to hold securities of the Company or any Company Affiliate or continue to hold or acquire, solely as an investment, shares of capital stock or other equity securities of any company if (x) he currently holds an interest in such stock or other securities, and before the date hereof has disclosed to the Board in detail (I) the applicable company (or companies) and (II) the specific stock or other equity securities of the entity he ownsworld, or (yz) directly or indirectly make an investment in, or otherwise own any equity interest in, make any strategic agreement with, make any investment in any new project or partnership with, or otherwise do business with, any Person listed on Exhibit C, without notifying Purchaser of the Stockholder's intent to do so and providing Purchaser with the right to purchase a pro-rata interest, or otherwise participate in, such Person's business or assets on the same terms and conditions as the investing or participating Stockholder (it being understood and agreed that, in the event that Purchaser is unwilling or unable to invest or participate, the Stockholders shall be free to invest or participate in such Person's business or assets on the same terms and conditions offered to Purchaser); PROVIDED, HOWEVER, that, notwithstanding the foregoing, (1) the Stockholders and their respective Affiliates may own in the aggregate up to one percent of the outstanding shares of stock or other securities of any corporation whose shares are publicly traded on a United States or foreign stock exchange, the NASDAQ Stock Market or any national securities exchange or are regularly quoted in the over-the-counter marketpublic securities market in the United States, so long as Executive does not controland (2) Grupo MVS may (A) without any restrictions (including the restrictions set forth in this Section 13.1) sell, acquire a controlling interest inlease, assign or otherwise transfer, in whole or in part, equity, rights or any other interests in and to the MMDS Licenses or the Person that owns, or become a member has lawful title, to the MMDS Licenses, and in the ordinary course of a group its business, sell, lease, assign or otherwise transfer the use of the MMDS Licenses, in whole or in part, to any third-party and (B) in the ordinary course of its business, sell advertising and provide content to any third-party. It is the desire and intent of the parties that the provisions of this Article XIII shall be enforced to the fullest extent permitted under the laws and public policies of each jurisdiction in which exercises direct enforcement is sought. If any court determines that any provision of this Article XIII is unenforceable, such court shall have the power to reduce the duration or indirect control of more than 5% of any class of capital stock scope of such corporation. For purposes of this Agreementprovision, as the Company’s “Business” case may be, and, in its reduced form, such provision shall be enforceable; it is defined so as to consist the intention of the developmentparties that the foregoing restrictions shall not be terminated but shall be deemed amended to the extent required to render them valid and enforceable, acquisition, ownership, management, and sale of a diversified portfolio of high-quality, freestanding net-lease properties leased such amendment to retail, restaurant, convenience-store and similar businesses, and such other businesses conducted by the Company after the date hereof, and from time to time during the Term, that shall become material and substantial only apply with respect to the Company’s then-overall businessoperation of this Article XIII in the jurisdiction of the court that has made the adjudication.

Covenant Not to Compete. While employed by the Company and, in the event of a termination of Executive’s employment (other than in the event of a Change of Control CNL or any CNL Affiliate and subsequent termination by the Company without Cause or by Executive for Good Reason or a termination due to non-renewal of the Term by the Company at the first time on or after the Change of Control that the Term is up for renewal), for a period of one (1) year thereafter, in consideration of the obligations of the Company CNL hereunder, including without limitation its their disclosure of Confidential Information to Executive, Executive shall not, directly or indirectly, for compensation or otherwise, engage in or have any interest in any sole proprietorship, partnership, corporation, company, association, business or any other person or entity (whether as an employee, officer, corporation, business or any creditor, consultant or otherwise) that, directly or indirectly, competes with any of the Company’s “business enterprises in which CNL or any CNL Affiliate or any of its current or future subsidiaries, parent, partners, or affiliates (collectively, the "CNL Group") are now or during Executive's employment become engaged in including, but not limited to, all aspects of commercial real estate development, leasing and financing (collectively, "CNL's Business” (as defined below") in any and all states in which the Company CNL or any Company Affiliate other member of the CNL Group conducts such business while Executive is employed by the Company CNL or any Company CNL Affiliate; provided, however, Executive may continue to hold securities of the Company CNL or any Company CNL Affiliate or continue to hold or acquire, solely as an investment, shares of capital stock or other equity securities of any company if (x) he currently holds an interest in such stock or other securities, and before the date hereof has disclosed to the Board in detail (I) the applicable company (or companies) and (II) the specific stock or other equity securities of the entity he owns, or (y) the stock or other securities which are traded on any national securities exchange or are regularly quoted in the over-the-counter market, so long as Executive does not control, acquire a controlling interest in, or become a member of a group which exercises direct or indirect control of more than five percent (5% %) of any class of capital stock of such corporation. For purposes of Notwithstanding the foregoing, in the event that Executive's employment by CNL naturally terminates on the Termination Date and CNL elects not to pay Executive the Optional Severance Payment pursuant to Section 6.4 above, then the prohibitions contained in this Agreement, Section 7.2 shall terminate on the Company’s “Business” is defined so as to consist of the development, acquisition, ownership, management, and sale of a diversified portfolio of high-quality, freestanding net-lease properties leased to retail, restaurant, convenience-store and similar businesses, and such other businesses conducted by the Company after the date hereof, and from time to time during the Term, that shall become material and substantial with respect to the Company’s then-overall businessTermination Date.

Covenant Not to Compete. While employed by The Employee covenants and agrees that he will not, at any time during the Company andRestriction Period (as hereinafter defined), whether as owner, principal, agent, partner, director, officer, employee, independent contractor, consultant, shareholder, licensor or otherwise, alone or in association with any other person either directly or indirectly, carry on, be engaged or take part in, render services to, own, or share in the event of a termination of Executive’s employment (other than earnings of, or invest in the event stocks, bonds or other securities of, or be interested in any way in any business engaged in the design, manufacture and/or wholesale or retail sale of a Change designer mens apparel (and/or such other additional businesses in which the Corporation or any of Control and subsequent termination by the Company its subsidiaries may hereafter become primarily engaged), including, without Cause or by Executive for Good Reason or a termination due to non-renewal limitation, any retail customer of the Term by Corporation that accounts for 5% or more of the Company at Corporation's net sales on an annualized basis, without the first time written consent of the Board of Directors, provided that the Employee may hold a passive investment in a business which is competitive with or similar to any such business if the investment is in securities which are listed on a national securities exchange and the investment in any class of securities does not exceed 1% of the outstanding shares of such class or 1% of the outstanding principal amount of such class, as the case may be. In addition, for one year after the Change of Control that the Term is up for renewal), for a period of one year thereafter, in consideration end of the obligations of Restriction Period, the Company hereunder, including without limitation its disclosure of Confidential Information to Executive, Executive shall Employee covenants and agrees that he will not, directly or indirectly, for compensation or otherwise, engage in or have hire any interest in any sole proprietorship, partnership, corporation, company, association, business or any other person or entity (whether as an employee, officer, corporation, business or any creditor, consultant or otherwise) that, directly or indirectly, competes with the Company’s “Business” (as defined below) in any and all states in which the Company or any Company Affiliate conducts such business while Executive who is employed by the Company Corporation on the Termination Date whose annual salary on such date is equal to or greater than $100,000 or solicit, induce or entice any Company Affiliatesuch person to leave the employment of the Corporation; provided, however, Executive may continue that this covenant shall be inapplicable to hold securities any employee of the Company or any Company Affiliate or continue to hold or acquire, solely as an investment, shares Corporation whose employment is involuntarily terminated by the Corporation following a Change of capital stock or other equity securities Control. "Restriction Period" shall mean the period beginning with the Effective Date and ending on the last day of any company if either (x) he currently holds an interest in such stock or other securities, and before the date hereof has disclosed to the Board in detail (Ii) the applicable company Employment Period (or companies) and determined without giving effect to any termination of employment, unless such termination was initiated by the Corporation for any reason other than Cause), (IIii) the specific stock or other equity securities of the entity he owns, Severance Period or (yiii) the stock Non-Renewal Severance Period, whichever is longer; provided, however, that the Employee shall, at any time during the Severance Period or other securities are traded on the Non-Renewal Severance Period, as the case may be, have the right to immediately terminate the Restriction Period by waiving any national securities exchange or are regularly quoted in and all of his rights to all Severance Payments due the over-the-counter market, so long as Executive does not control, acquire a controlling interest in, or become a member of a group which exercises direct or indirect control of more than 5% of any class of capital stock of such corporation. For purposes of this Agreement, the Company’s “Business” is defined so as to consist of the development, acquisition, ownership, management, Employee from and sale of a diversified portfolio of high-quality, freestanding net-lease properties leased to retail, restaurant, convenience-store and similar businesses, and such other businesses conducted by the Company after the date hereofon which the Restriction Period terminates (i.e., the Severance Period or the Non-Renewal Severance Period, as the case may be, and from time to time during the Term, that Restriction Period shall become material and substantial with respect to terminate as of the Company’s then-overall businessdate of the Employee's waiver).

Covenant Not to Compete. While employed by During the term of this Agreement, Executive agrees that Executive will not directly or indirectly own, become interested in, or become involved in any manner whatsoever in any business which is similar or competitive with any aspect of the business of the Company andor the Bank. Without limiting the foregoing, Executive agrees during the term of this Agreement not to engage in the event banking or leasing businesses, whether as an owner, partner, director, officer, employee, consultant, stockholder, agent, salesman or in any other capacity for any person, partnership, firm, corporation or other entity without the express written consent of the Board of Directors of the Company. Further, if Executive terminates Executive's employment in a termination of Voluntary Termination or for Good Reason, or if the Company or the Bank terminate Executive’s 's employment (other than in the event Contemplation of a Change of Control and subsequent Control, or within twelve (12) months after a Change of Control, or for Cause, for the period of twelve (12) months following the termination by of Executive's employment with the Company or the Bank, Executive agrees that Executive will not directly or indirectly own, become interested in, or become involved in any manner whatsoever, including, without Cause limitation, as an owner, partner, director, officer, employee, consultant, stockholder, agent, salesman or in any other capacity, with any credit union, savings and loan association, bank or bank holding company which has an office in Davidson County, Tennessee or in any county contiguous to Davidson County, Tennessee without the express written consent of the Board of Directors of the Company. The foregoing, however, shall not prohibit the Executive (i) from continuing to maintain any ownership interest currently held by Executive for Good Reason in any business which is similar or a termination due to non-renewal competitive with any aspect of the Term by the Company at the first time on or after the Change of Control that the Term is up for renewal), for a period of one year thereafter, in consideration of the obligations business of the Company hereunderor the Bank provided that the provisions of parts (ii) and (iii) of the last sentence of Section 3(a) above are satisfied, including without limitation its disclosure or (ii) from obtaining an ownership interest in a business which is similar or competitive with any aspect of Confidential Information to Executivethe business of the Company or the Bank provided that (A) the provisions of parts (ii) and (ill) of the last sentence of Section 3(a) above are satisfied, (B) the shares of such business are publicly traded on a national securities exchange, and (C) Executive shall notdoes not own, directly or indirectly, for compensation or otherwise, engage in or have any interest in any sole proprietorship, partnership, corporation, company, association, business or any other person or entity more than five percent (whether as an employee, officer, corporation, business or any creditor, consultant or otherwise5%) that, directly or indirectly, competes of the total outstanding shares of such business. Executive specifically acknowledges and agrees that the foregoing restriction on competition with the Company’s “Business” (as defined below) in any Company and all states in which the Bank will not prevent Executive from obtaining gainful employment following termination of Executive's employment with the Company or any Company Affiliate conducts such business while Executive and the Bank, and is employed by a reasonable restriction upon Executive's ability to compete with the Company or any Company Affiliate; providedand the Bank, however, given the economic benefits afforded to Executive may continue to hold securities of the Company or any Company Affiliate or continue to hold or acquire, solely as an investment, shares of capital stock or other equity securities of any company if (x) he currently holds an interest in such stock or other securities, and before the date hereof has disclosed to the Board in detail (I) the applicable company (or companies) and (II) the specific stock or other equity securities of the entity he owns, or (y) the stock or other securities are traded on any national securities exchange or are regularly quoted in the over-the-counter market, so long as Executive does not control, acquire a controlling interest in, or become a member of a group which exercises direct or indirect control of more than 5% of any class of capital stock of such corporation. For purposes of under this Agreement, the Company’s “Business” is defined so as to consist of the development, acquisition, ownership, management, and sale of a diversified portfolio of high-quality, freestanding net-lease properties leased to retail, restaurant, convenience-store and similar businesses, and such other businesses conducted by the Company after the date hereof, and from time to time during the Term, that shall become material and substantial with respect to the Company’s then-overall business.

Covenant Not to Compete. While employed by the Company and, in the event of a termination of Executive’s employment, for a period of 12 months thereafter in the event of all terminations of employment (other than termination pursuant to Section 4.5 or 4.6, and for a period of 3 months thereafter in the event of a Change of Control and subsequent termination by the Company without Cause or by Executive for Good Reason or reason of Executive’s delivery of a termination due to non-renewal notice pursuant to Section 1 (for clarity, the restrictions contained in this Section 6.2 shall terminate on Executive’s last day of employment where such termination results from the Term by the Company at the first time on or after the Change Company’s delivery of Control that the Term is up for renewala non-renewal notice pursuant to Section 1), for a period of one year thereafter, in consideration of the obligations of VICI REIT and the Company hereunder, including without limitation its the disclosure of Confidential Information to Executive, Executive shall not, directly or indirectly, for compensation or otherwise, engage in or have any interest in (i) Gaming and Leisure Properties, Inc. and its Subsidiaries and Affiliates, (ii) MGM Growth Properties LLC and its Subsidiaries and Affiliates, and (iii) any sole proprietorship, partnership, corporation, company, association, business or any other person or entity (whether as an employee, officer, corporation, business or any creditor, consultant or otherwise) that, directly or indirectly, competes with the Company’s “Business” (as defined below) in any and all states in which the Company or any Company Affiliate conducts such business or within 100 miles of any location where the Company or any Company Affiliate conducts such business while Executive is employed by the Company or any Company Affiliate; Affiliate and, with respect to the period following the termination of Executive’s employment, within the two-year period preceding such termination of employment; provided, however, Executive may continue to hold securities of the Company or any Company Affiliate or continue to hold or acquire, solely as an investment, shares of capital stock or other equity securities of any company if (xa) he she currently holds an interest in such stock or other securities, and before the date hereof has disclosed to the Board in detail (Ii) the applicable company (or companies) and (IIii) the specific stock or other equity securities of the entity he she owns, or (yb) the stock or other securities are traded on any national securities exchange or are regularly quoted in the over-the-counter market, so long as Executive does not control, acquire a controlling interest in, or become a member of a group which exercises direct or indirect control of more than 51% of any class of capital stock of such corporationentity (other than through an investment in any mutual, private equity or hedge fund or similar pooled investment vehicle). For purposes of this Agreement, the Company’s “Business” is defined so as the ownership or operation of a Real Estate Investment Trust that invests in lines of business in which VICI REIT or the Company invests or in which VICI REIT or the Company has active plans to consist invest as of the development, acquisition, ownership, management, and sale of a diversified portfolio of high-quality, freestanding net-lease properties leased to retail, restaurant, convenience-store and similar businessesdate Executive’s employment terminates, and such other businesses conducted by the Company or any Company Affiliate after the date hereof, and from time to time during the TermTerm or such other businesses that the Company or any Company Affiliate had active plans to engage in as of the date Executive’s employment terminates. Notwithstanding the foregoing, that shall become material and substantial with respect Executive may engage in the practice of law without limitation subsequent to the Company’s then-overall businesstermination of her employment for any reason, subject to her compliance with applicable ethical requirements.