Common use of Noncompetition Clause in Contracts

Noncompetition. Executive acknowledges that the development of personal contacts and relationships is an essential element of the Bank's business, that the Bank has invested considerable time and money in his development of such contacts and relationships, that the Bank could suffer irreparable harm if he were to leave employment and solicit the business of Bank's customers, and that it is reasonable to protect the Bank against competitive activities by Executive. Executive covenants and agrees, in recognition of the foregoing and in consideration of the mutual promises contained herein, that in the event of a voluntary termination of employment by Executive pursuant to Section 5(iii), or upon expiration of this Agreement as a result of Executive's election not to continue automatic annual renewals, Executive shall not accept employment in La Crosse, Dane or St. Croix counties with any Significant Competitor of the Bank for a period of eighteen (18) months following such termination. For purposes of this Agreement, the term Significant Competitor means any financial institution including, but not limited to, any commercial bank, savings bank, savings and loan association, credit union, or mortgage banking corporation which, at the time of termination of Executive's employment or during the period of this covenant not to compete, (i) maintains a home, branch or other office in any of said counties, or (ii) has originated within any of said counties $10,000,000 or more in residential mortgage loans during any consecutive twelve (12) month period within the thirty-six (36) months prior to Executive's termination and inclusive of the period covered by this covenant. Executive agrees that the non-competition provisions set forth herein are necessary for the protection of the Bank and are reasonably limited as to (i) the scope of activities affected, (ii) their duration and geographic scope, and (iii) their effect on Executive and the public. In the event Executive violates the non-competition provisions set forth herein, Bank shall be entitled, in addition to its other legal remedies, to enjoin the employment of Executive with any Significant Competitor for the period set forth herein. If Executive violates this covenant and the Bank brings legal action for injunctive or other relief, the Bank shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the full period of the restrictive covenant. Accordingly, the covenant shall be deemed to have the duration specified herein, computed from the date such relief is granted, but reduced by any period between commencement of the period and the date of the first violation. In addition to such other relief as may be awarded, if the Bank is the prevailing party it shall be entitled to reimbursement for all reasonable costs, including attorneys' fees, incurred in enforcing its rights hereunder.

Noncompetition. The Executive acknowledges that agrees that, during the development of personal contacts and relationships is an essential element of Restricted Period, the Bank's business, that the Bank has invested considerable time and money in his development of such contacts and relationships, that the Bank could suffer irreparable harm if he were to leave employment and solicit the business of Bank's customers, and that it is reasonable to protect the Bank against competitive activities by Executive. Executive covenants and agrees, in recognition of the foregoing and in consideration of the mutual promises contained herein, that in the event of a voluntary termination of employment by Executive pursuant to Section 5(iii), or upon expiration of this Agreement as a result of Executive's election not to continue automatic annual renewals, Executive shall not accept employment in La Crossebe employed by, Dane serve as a consultant to, or St. Croix counties with any Significant otherwise assist or directly or indirectly provide services to a Competitor of (as defined below) if (i) the Bank for a period of eighteen (18) months following such termination. For purposes of this Agreementservices that the Executive is to provide to the Competitor are the same as, the term Significant Competitor means any financial institution including, but not limited or substantially similar to, any commercial bankof the services that the Executive provided to the Company or the Affiliates, savings bank, savings and loan association, credit union, such services are to be provided with respect to any location in which the Company or mortgage banking corporation which, at the time of termination of Executive's employment or an Affiliate had material operations during the period of this covenant not to compete, (i) maintains a home, branch or other office in any of said counties, or (ii) has originated within any of said counties $10,000,000 or more in residential mortgage loans during any consecutive twelve (12) month period within the thirty-six (36) months prior to Executive's termination and inclusive of the Termination Date, or with respect to any location in which the Company or an Affiliate had devoted material resources to establishing operations during the twelve (12) month period covered by this covenant. Executive agrees that prior to the non-competition provisions set forth herein are necessary for the protection of the Bank and are reasonably limited as to (i) the scope of activities affected, Termination Date; or (ii) their duration and geographic scopethe trade secrets, and Confidential Information, or proprietary information (iiiincluding, without limitation, confidential or proprietary methods) their effect on Executive of the Company and the publicAffiliates to which the Executive had access could reasonably be expected to benefit the Competitor if the Competitor were to obtain access to such secrets or information. In the event Executive violates the non-competition provisions set forth hereinFor purposes of this paragraph, Bank shall be entitled, in addition to its other legal remedies, to enjoin the employment of Executive with any Significant Competitor for the period set forth herein. If Executive violates this covenant and the Bank brings legal action for injunctive or other relief, the Bank shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the full period of the restrictive covenant. Accordingly, the covenant services provided by others shall be deemed to have been provided by the duration specified hereinExecutive to Competitor if the Executive had material supervisory responsibilities with respect to the provision of such services. The term “Competitor” means any enterprise (including a person, computed from firm, business, division, or other unit, whether or not incorporated) during any period in which a material portion of its business is (and during any period in which it intends to enter into business activities that would be) materially competitive in any way with any business in which the date Company or any of the Affiliates were engaged during the twelve (12) month period prior to the Executive’s Termination Date (including, without limitation, any business if the Company devoted material resources to entering in such relief is grantedbusiness during such twelve (12) month period), but reduced for purposes of clause (c) above, the term “Competitor “ shall be limited to those businesses to which the Executive devoted more than an insignificant amount of time while employed by the Company. Notwithstanding the foregoing, the term “Competitor” shall not include a business of a Competitor if such business would not, as a stand-alone enterprise, constitute a “Competitor” under the foregoing definition, provided that Executive does not render any period between commencement services to, or otherwise assist the portion of the period business that competes with the Company and its Affiliates. For the avoidance of doubt, the Company’s and Affiliates’ businesses shall include, without limitation, the lines of business set forth in the Company’s annual report on Form 10-K, provided that nothing in this sentence shall be construed to limit the type of business of the Company and the date of Affiliates or the first violation. In addition restrictions with respect to such other relief businesses in the future. Any payments owed to Executive at time of separation as may be awarded, if the Bank is the prevailing party it described herein shall be entitled to reimbursement for all reasonable costs, including attorneys' fees, incurred in enforcing its rights hereundercontingent upon Executive’s compliance with the post-employment noncompetition provisions.

Noncompetition. Executive acknowledges that the development of personal contacts and relationships is an essential element of the BankCompany's business, that the Bank Company has invested considerable time and money in his development of such contacts and relationships, that the Bank Company could suffer irreparable harm if he were to leave employment and solicit the business of customers of the Company or Bank's customers, and that it is reasonable to protect the Company and Bank against competitive activities by Executive. Executive covenants and agrees, in recognition of the foregoing and in consideration of the mutual promises contained herein, that in the event of a voluntary termination of employment by Executive pursuant to Section 5(iii)) of the Bank Agreement, or upon expiration of this the Bank Agreement as a result of Executive's election not to continue automatic annual renewals, Executive shall not accept employment in La Crosse, Dane or St. Croix counties with any Significant Competitor of the Bank for a period of eighteen (18) months following such terminationtermination in any county in which the Bank both (i) has deposits of $50,000,000 or more, and (ii) has originated mortgage loans of $100,000,000 or more during any consecutive twelve (12) month period within the past twenty-four (24) months. For purposes of this Agreement, the term Significant Competitor means any financial institution including, but not limited to, any commercial bank, savings bank, savings and loan association, credit union, or mortgage banking corporation which, at the time of termination of Executive's employment or during the period of this covenant not to compete, (i) maintains a home, branch or other office in any of said counties, or (ii) has originated within any of said counties $10,000,000 or more in residential mortgage loans during any consecutive twelve (12) month period within the thirty-six (36) months prior to Executive's termination and inclusive of the period covered by this covenantcorporation. Executive agrees that the non-competition provisions set forth herein are necessary for the protection of the Company and the Bank and are reasonably limited as to (i) the scope of activities affected, (ii) their duration and geographic scope, and (iii) their effect on Executive and the public. In the event Executive violates the non-competition provisions set forth herein, Bank the Company shall be entitled, in addition to its other legal remedies, to enjoin the employment of Executive with any Significant Competitor for the period set forth herein. If Executive violates this covenant and the Bank Company brings legal action for injunctive or other relief, the Bank Company shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the full period of the restrictive covenant. Accordingly, the covenant shall be deemed to have the duration specified herein, computed from the date such relief is granted, but reduced by any period between commencement of the period and the date of the first violation. In addition to such other relief as may be awarded, if the Bank Company is the prevailing party it shall be entitled to reimbursement for all reasonable costs, including attorneys' fees, incurred in enforcing its rights hereunder.

Noncompetition. Executive acknowledges that the development of personal contacts and relationships is an essential element of the Bank's business, that the Bank has invested considerable time and money in his development of such contacts and relationships, that the Bank could suffer irreparable harm if he were to leave employment and solicit the business of Bank's customers, and that it is reasonable to protect the Bank against competitive activities by Executive. Executive covenants and agrees, in recognition of the foregoing and in consideration of the mutual promises contained herein, that in the event of a voluntary termination of employment by Executive pursuant to Section 5(iii), or upon expiration of this Agreement as a result of Executive's election not to continue automatic annual renewals, Executive shall not accept employment in La Crosse, Dane or St. Croix counties with any Significant Competitor of the Bank for a period of eighteen (18) months following such terminationtermination in any county in which the Bank both (i) has deposits of $50,000,000 or more, and (ii) has originated mortgage loans of $100,000,000 or more during any consecutive twelve (12) month period within the past twenty-four (24) months. For purposes of this Agreement, the term Significant Competitor means any financial institution including, but not limited to, any commercial bank, savings bank, savings and loan association, credit union, or mortgage banking corporation which, at the time of termination of Executive's employment or during the period of this covenant not to compete, (i) maintains a home, branch or other office in any of said counties, or (ii) has originated within any of said counties $10,000,000 or more in residential mortgage loans during any consecutive twelve (12) month period within the thirty-six (36) months prior to Executive's termination and inclusive of the period covered by this covenantcorporation. Executive agrees that the non-competition provisions set forth herein are necessary for the protection of the Bank and are reasonably limited as to (i) the scope of activities affected, (ii) their duration and geographic scope, and (iii) their effect on Executive and the public. In the event Executive violates the non-competition provisions set forth herein, Bank shall be entitled, in addition to its other legal remedies, to enjoin the employment of Executive with any Significant Competitor for the period set forth herein. If Executive violates this covenant and the Bank brings legal action for injunctive or other relief, the Bank shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the full period of the restrictive covenant. Accordingly, the covenant shall be deemed to have the duration specified herein, computed from the date such relief is granted, but reduced by any period between commencement of the period and the date of the first violation. In addition to such other relief as may be awarded, if the Bank is the prevailing party it shall be entitled to reimbursement for all reasonable costs, including attorneys' fees, incurred in enforcing its rights hereunder.

Noncompetition. Executive acknowledges (a) The Stockholder agrees that for the development of personal contacts and relationships is an essential element period of the BankStockholder's businessemployment following the Closing with J&J, that or any subsidiary thereof, and for two (2) years following the Bank has invested considerable time and money in his development termination of such contacts and relationships, that the Bank could suffer irreparable harm if he were to leave employment and solicit the business of Bank's customers, and that it is reasonable to protect the Bank against competitive activities by Executive. Executive covenants and agrees, in recognition (regardless of the foregoing and in consideration of circumstances under which such employment is terminated) (such period, the mutual promises contained herein, that in the event of a voluntary termination of employment by Executive pursuant to Section 5(iii"Noncompetition Period"), or upon expiration of this Agreement the Stockholder will not have any Relationship (as a result of Executive's election not to continue automatic annual renewals, Executive shall not accept employment in La Crosse, Dane or St. Croix counties defined below) with any Significant Competitor of the Bank for a period of eighteen (18) months following such termination. For purposes of this Agreemententity, the term Significant Competitor means any financial institution including, including but not limited toto any corporation, any commercial bankpartnership, savings banklimited liability company, savings sole proprietorship or unincorporated business (whether or not for profit) (such entity, a "Business") in the course of which Relationship the Stockholder engages in or assists such Business with respect to the ophthalmic spectacle lens business (which business shall not include lens analyzing equipment) ("Lens Products and loan associationServices"). (b) In the event that the Company terminates the Stockholder's employment without Cause (as defined below), credit union, the Company shall (x) continue to pay such Stockholder through the end of the Noncompetition Period (payable in accordance with the regular payroll practices of the Company) an annual amount equal to the salary that the Stockholder was receiving immediately prior to such termination and (y) continue to provide all benefits generally available under employee benefit plans or mortgage banking corporation which, the practices and policies of the Company at the time of such termination (other than stock option or similar plans), determined in accordance with the provisions of Executive's employment or during the period of this covenant not to competesuch plans, practices and policies. "Cause" shall mean (i) maintains a homeStockholder's conviction of, branch or other office in any of said countiesguilty plea to, or (ii) has originated within any confession of said counties $10,000,000 or more in residential mortgage loans during any consecutive twelve (12) month period within the thirty-six (36) months prior to Executive's termination and inclusive of the period covered by this covenant. Executive agrees that the non-competition provisions set forth herein are necessary for the protection of the Bank and are reasonably limited as to (i) the scope of activities affectedguilt of, a felony, (ii) their duration and geographic scopedishonest or illegal conduct or misconduct or malfeasance by the Stockholder in the performance of services for or on behalf of the Company, and or other conduct detrimental to the business, operations or reputation of the Company, regardless of whether such conduct is within the scope of Stockholder's duty, (iii) their effect on Executive failure by the Stockholder to perform his duties, as assigned to him by the President from time to time, provided that such duties are not inconsistent with the Stockholder's current duties, or 2 (iv) violation by the Stockholder of the covenants set forth in this Agreement; provided, however, that "Cause" shall, in no circumstances mean the failure by the Stockholder to relocate in the event the Company relocates its place of business and the publicStockholder is unable to perform his duties without so relocating. In the event Executive violates the non-competition provisions set forth herein, Bank shall be entitled, in addition to its other legal remedies, to enjoin the employment of Executive with any Significant Competitor for the period set forth herein. If Executive violates this covenant and the Bank brings legal action for injunctive or other relief, the Bank shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the full period of the restrictive covenant. Accordingly, the covenant shall (c) The Stockholder will be deemed to have a relationship (a "Relationship") with a Business if such Stockholder (i) owns, manages, operates, joins, or is employed by such Business, (ii) is a director, member, agent, shareholder, owner or general partner of such Business, (iii) acts as a consultant or advisor to such Business or (iv) controls or participates in the duration specified hereinownership, computed from management or operation of, such Business; provided however, that nothing herein shall prevent the date such relief is granted, but reduced purchase or ownership by any period between commencement the Stockholder (and his "associates" as defined by the Securities and Exchange Commission's Proxy Rules) of an interest in a Business that constitutes less than 5% of the period and the date outstanding equity securities of the first violationsuch Business. In addition to such other relief as may be awarded, if the Bank is the prevailing party it shall be entitled to reimbursement for all reasonable costs, including attorneys' fees, incurred in enforcing its rights hereunder2.

Noncompetition. Executive and Employer recognize that Executive's duties under this Agreement will entail the receipt of trade secrets and confidential information, which include not only information concerning Employer's current operations, procedures, suppliers and other contacts, but also its short-range and long-range plans, and that such trade secrets and confidential information may have been developed by Employer and its Affiliates at substantial cost and constitute valuable and unique property of Employer. Accordingly, Executive acknowledges that the development of personal contacts and relationships is an essential element of the Bank's business, that the Bank has invested considerable time and money in his development of such contacts and relationships, that the Bank could suffer irreparable harm if he were to leave employment and solicit the business of Bank's customers, and that foregoing makes it is reasonable to protect the Bank against competitive activities by Executive. Executive covenants and agrees, in recognition of the foregoing and in consideration of the mutual promises contained herein, that in the event of a voluntary termination of employment by Executive pursuant to Section 5(iii), or upon expiration of this Agreement as a result of Executive's election not to continue automatic annual renewals, Executive shall not accept employment in La Crosse, Dane or St. Croix counties with any Significant Competitor of the Bank for a period of eighteen (18) months following such termination. For purposes of this Agreement, the term Significant Competitor means any financial institution including, but not limited to, any commercial bank, savings bank, savings and loan association, credit union, or mortgage banking corporation which, at the time of termination of Executive's employment or during the period of this covenant not to compete, (i) maintains a home, branch or other office in any of said counties, or (ii) has originated within any of said counties $10,000,000 or more in residential mortgage loans during any consecutive twelve (12) month period within the thirty-six (36) months prior to Executive's termination and inclusive of the period covered by this covenant. Executive agrees that the non-competition provisions set forth herein are reasonably necessary for the protection of Employer's business interests that Executive not compete with Employer or any of its Affiliates during the Bank term of this Agreement and are reasonably for a reasonable and limited period thereafter. Therefore, during the term of this Agreement and for one year after termination of the Agreement, Executive shall not have any investment in a Competing Business other than a de minimus investment and shall not render personal services to any such Competing Business in any manner, including, without limitation, as owner, partner, director, trustee, officer, employee, consultant or advisor thereof; PROVIDED, HOWEVER, that this Section 3.3 shall not apply if Executive terminates his employment for Good Reason or Employer terminates Executive other than for Cause. For purposes of the preceding sentence, a de minimus investment is ownership of less than 1/2 of 1% of the outstanding stock or debt of any Competing Business. Notwithstanding Section 2.7 above, if Executive shall breach the covenants contained in this Section 3.3 or in Section 3.2, Employer shall have no further obligations to (i) the scope of activities affected, (ii) their duration Executive pursuant to this Agreement and geographic scope, and (iii) their effect on may recover from Executive and the publicall such damages as it may be entitled to at law or in equity. In the event addition, Executive violates the non-competition provisions set forth herein, Bank shall acknowledges that any such breach is likely to result in immediate and irreparable harm to Employer for which money damages are likely to be entitled, in addition to its other legal remedies, to enjoin the employment of Executive with any Significant Competitor for the period set forth herein. If Executive violates this covenant and the Bank brings legal action for injunctive or other relief, the Bank shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the full period of the restrictive covenantinadequate. Accordingly, the covenant shall be deemed Executive consents to have the duration specified hereininjunctive and other appropriate equitable relief that Employer may seek to protect Employer's rights under this Agreement. Such relief may include, computed without limitation, an injunction to prevent Executive from the date disclosing any trade secrets or confidential information concerning Employer to any Entity, to prevent any Entity from receiving from Executive or using any such relief is granted, but reduced by trade secrets or confidential information and/or to prevent any period between commencement Entity from retaining or seeking to retain any other employees of the period and the date of the first violation. In addition to such other relief as may be awarded, if the Bank is the prevailing party it shall be entitled to reimbursement for all reasonable costs, including attorneys' fees, incurred in enforcing its rights hereunderEmployer.

Noncompetition. Executive and Employer recognize that Executive's duties under this Agreement will entail the receipt of trade secrets and confidential information, which include not only information concerning Employer's current operations, procedures, suppliers and other contacts, but also its short-range and long-range plans, and that such trade secrets and confidential information may have been developed by Employer and its Affiliates at substantial cost and constitute valuable and unique property of Employer. Accordingly, Executive acknowledges that the development of personal contacts and relationships is an essential element of the Bank's business, that the Bank has invested considerable time and money in his development of such contacts and relationships, that the Bank could suffer irreparable harm if he were to leave employment and solicit the business of Bank's customers, and that foregoing makes it is reasonable to protect the Bank against competitive activities by Executive. Executive covenants and agrees, in recognition of the foregoing and in consideration of the mutual promises contained herein, that in the event of a voluntary termination of employment by Executive pursuant to Section 5(iii), or upon expiration of this Agreement as a result of Executive's election not to continue automatic annual renewals, Executive shall not accept employment in La Crosse, Dane or St. Croix counties with any Significant Competitor of the Bank for a period of eighteen (18) months following such termination. For purposes of this Agreement, the term Significant Competitor means any financial institution including, but not limited to, any commercial bank, savings bank, savings and loan association, credit union, or mortgage banking corporation which, at the time of termination of Executive's employment or during the period of this covenant not to compete, (i) maintains a home, branch or other office in any of said counties, or (ii) has originated within any of said counties $10,000,000 or more in residential mortgage loans during any consecutive twelve (12) month period within the thirty-six (36) months prior to Executive's termination and inclusive of the period covered by this covenant. Executive agrees that the non-competition provisions set forth herein are reasonably necessary for the protection of Employer's business interests that Executive not compete with Employer or any of its Affiliates during the Bank term of this Agreement and are reasonably for a reasonable and limited period thereafter. Therefore, during the term of this Agreement and for one year after termination of the Agreement, Executive shall not have any investment in a Competing Business other than a de minimis investment and shall not render personal services to any such Competing Business in any manner, including, without limitation, as owner, partner, director, trustee, officer, employee, consultant or advisor thereof; PROVIDED, HOWEVER, that this Section 3.3 shall not apply if Executive terminates his employment for Good Reason or Employer terminates Executive other than for Cause. For purposes of the preceding sentence, a de minimis investment is ownership of less than 1/2 of 1% of the outstanding stock or debt of any Competing Business. Notwithstanding Section 2.7 above, if Executive shall breach the covenants contained in this Section 3.3 or in Section 3.2, Employer shall have no further obligations to (i) the scope of activities affected, (ii) their duration Executive pursuant to this Agreement and geographic scope, and (iii) their effect on may recover from Executive and the publicall such damages as it may be entitled to at law or in equity. In the event addition, Executive violates the non-competition provisions set forth herein, Bank shall acknowledges that any such breach is likely to result in immediate and irreparable harm to Employer for which money damages are likely to be entitled, in addition to its other legal remedies, to enjoin the employment of Executive with any Significant Competitor for the period set forth herein. If Executive violates this covenant and the Bank brings legal action for injunctive or other relief, the Bank shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the full period of the restrictive covenantinadequate. Accordingly, the covenant shall be deemed Executive consents to have the duration specified hereininjunctive and other appropriate equitable relief that Employer may seek to protect Employer's rights under this Agreement. Such relief may include, computed without limitation, an injunction to prevent Executive from the date disclosing any trade secrets or confidential information concerning Employer to any Entity, to prevent any Entity from receiving from Executive or using any such relief is granted, but reduced by trade secrets or confidential information and/or to prevent any period between commencement Entity from retaining or seeking to retain any other employees of the period and the date of the first violation. In addition to such other relief as may be awarded, if the Bank is the prevailing party it shall be entitled to reimbursement for all reasonable costs, including attorneys' fees, incurred in enforcing its rights hereunderEmployer.

Noncompetition. The Executive acknowledges and agrees that the development of personal contacts in consideration and relationships is an essential element as a condition of the Bank's businessExecutive’s employment by the Company and in exchange for, among other things, the benefits contained in this Agreement, including without limitation the opportunity to receive enhanced post-employment severance benefits, which the Executive acknowledges and agrees is fair and reasonable consideration that is independent from the Bank has invested considerable time and money in his development of such contacts and relationships, that the Bank could suffer irreparable harm if he were to leave employment and solicit the business of Bank's customers, and that it is reasonable to protect the Bank against competitive activities by Executive. Executive covenants and agrees, in recognition continuation of the foregoing and Executive’s employment, during the Restricted Period the Executive will not directly or indirectly, whether as owner, partner, shareholder, director, manager, consultant, agent, employee, co-venturer or otherwise, engage, participate or invest in consideration of the mutual promises contained herein, that any Competing Business anywhere in the event of a voluntary termination of employment by Executive pursuant to Section 5(iii), or upon expiration of this Agreement as a result of Executive's election not to continue automatic annual renewals, Executive shall not accept employment in La Crosse, Dane or St. Croix counties with any Significant Competitor of the Bank for a period of eighteen (18) months following such terminationworld. For purposes of this Agreementhereof, the term Significant Competitor means “Competing Business” shall mean any financial institution includingentity engaged in the discovery, but not limited todevelopment or commercialization of gene editing technology for human therapeutics. Notwithstanding the foregoing, any commercial bank, savings bank, savings and loan association, credit union, nothing contained hereinabove or mortgage banking corporation which, at hereinbelow shall be deemed to prohibit the time of termination of Executive's employment or during the period of this covenant not to compete, Executive from (i) maintains a homeacquiring, branch solely as an investment, shares of capital stock (or other office in interests) of any corporation (or other entity) not exceeding 2% of said countiessuch corporation’s (or other entity’s) then outstanding shares of capital stock (or equity interest), or (ii) has originated within any working for a line of said counties $10,000,000 business, division or more unit of a larger entity that competes with the Company as long as the Executive’s activities for such line of business, division or unit do not involve work by the Executive on matters that are directly competitive with the Company’s business. Notwithstanding the foregoing, this Section 7(c) shall not be enforceable during the post-employment portion of the Restricted Period if the Executive is terminated by the Company without Cause, is laid off from employment or if the Company elects to waive the restrictions set forth in residential mortgage loans this Section 7(c). If Section 7(c) is enforced during any consecutive twelve (12) month period the post-employment portion of the Restricted Period, the Company shall pay the Executive at the rate of 50% of the highest annualized base salary paid to the Executive within the thirtytwo year period preceding the last day of Executive’s employment (the “Garden Leave Pay”) during the post-six (36) months prior to Executive's termination and inclusive employment portion of the period covered by Restricted Period. During the Restricted Period Executive will promptly (and immediately upon request) notify the Company of any change in address and each subsequent employer or business activity including the name and address of employer or other post-Company plans and the nature of Executive’s activities. The Company’s election not to provide post-employment Garden Leave Pay shall be deemed a waiver of Executive’s post-employment noncompetition obligations under this covenantSection 7(c). In no event will Garden Leave Pay be duplicative of other pay and the Executive agrees that the non-competition provisions set forth herein are necessary for the protection of the Bank any Garden Leave Pay received pursuant to this Section 7(c) shall reduce (and are reasonably limited as to (i) the scope of activities affected, (ii) their duration and geographic scope, and (iii) their effect on Executive and the public. In the event Executive violates the non-competition provisions set forth herein, Bank shall not be entitled, in addition to its to) any other legal remedies, to enjoin pay that the employment of Executive with any Significant Competitor for the period set forth herein. If Executive violates this covenant and the Bank brings legal action for injunctive or other relief, the Bank shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the full period of the restrictive covenant. Accordingly, the covenant shall be deemed to have the duration specified herein, computed from the date such relief is granted, but reduced by any period between commencement of the period and the date of the first violation. In addition to such other relief as may be awarded, if the Bank is the prevailing party it shall be entitled to reimbursement for all reasonable costs, including attorneys' fees, incurred receive during the post-employment portion of the Restricted Period. The Executive acknowledges having been advised by the Company of the right to consult with counsel regarding the noncompetition restrictions contained in enforcing its rights hereunderthis Section 7(c) prior to executing this Agreement.

Noncompetition. Director hereby agrees that, for three (3) years following the Effective Time or for three (3) years following Director’s affiliation with Buyer or SNB as a director, employee, or consultant (whichever period is longer), Director shall not Compete (as defined herein) against Buyer, SNB, or any of their Affiliated Companies in the Restricted Area without the prior written consent of Buyer’s Chief Executive acknowledges that Officer, which consent shall not be unreasonably withheld; provided, however, Buyer’s Chief Executive Officer shall be deemed to have provided prior written consent to the development activities of personal contacts Director described in Schedule I attached hereto and relationships is such activities shall not (as the date hereof or during the term of this Agreement) be deemed to be a breach of this Agreement. For purposes of this Agreement, “Compete” means to engage or participate in Business Activities (or to prepare to engage or participate in Business Activities) on Director’s own behalf, or with, for or on behalf of (i) any other financial institution as an essential element of the Bank's officer, director, manager, owner, partner, joint venture, consultant, independent contractor, employee, or shareholder of, or (ii) any other Person, business, that the Bank has invested considerable time or enterprise. For purposes of this Agreement, “Business Activities” shall be any business activities conducted by Buyer, Seller, SNB, or any of their Affiliated Companies, which includes commercial or consumer loans and extensions of credit, letters of credit, commercial and consumer deposits and deposit accounts, securities repurchase agreements and sweep accounts, cash management services, money in his development of such contacts transfer and relationshipsbxxx payment services, that the Bank could suffer irreparable harm if he were to leave employment internet or electronic banking, automated teller machines, IXX and solicit the business of Bank's customersretirement accounts, commercial or consumer mortgage loans, and that it is reasonable to protect the Bank against competitive activities by Executive. Executive covenants and agrees, in recognition commercial or consumer home equity lines of the foregoing and in consideration of the mutual promises contained herein, that in the event of a voluntary termination of employment by Executive pursuant to Section 5(iii), or upon expiration of this Agreement as a result of Executive's election not to continue automatic annual renewals, Executive shall not accept employment in La Crosse, Dane or St. Croix counties with any Significant Competitor of the Bank for a period of eighteen (18) months following such terminationcredit. For purposes of this Agreement, the term Significant Competitor “Restricted Area” means each and any financial institution includingcounty where the Buyer, but not limited toSNB, any commercial bank, savings bank, savings and loan association, credit unionBank, or mortgage banking corporation which, at the time any of termination of Executive's employment or during the period of this covenant not to compete, their Affiliated Companies (i) maintains operates a home, branch or other office in any of said countiesbanking office, or (ii) has originated within any of said counties $10,000,000 or more in residential mortgage loans during any consecutive twelve (12) month period operated a banking office within the thirty-six (36) months prior to Executive's termination and inclusive of the period covered by this covenant. Executive agrees that the non-competition provisions set forth herein are necessary for the protection of the Bank and are reasonably limited as to (i) the scope of activities affectedpreceding 12 months, (ii) their duration and geographic scope, and or (iii) their effect on Executive and the publicis actively engaged in providing Business Activities to customers. In the event Executive violates the non-competition provisions set forth hereinNothing in this Section 2(d) shall prohibit Director from acquiring or holding, Bank shall be entitledfor investment purposes only, in addition to its other legal remedies, to enjoin the employment of Executive with any Significant Competitor for the period set forth herein. If Executive violates this covenant and the Bank brings legal action for injunctive or other relief, the Bank shall not, as a result less than five percent (5%) of the time involved outstanding securities of any company or business organization which may compete directly or indirectly with Seller, Buyer, SNB, or any of their Affiliated Companies. Nothing in obtaining this Agreement shall prohibit a Director or any of such relief, be deprived Director’s Affiliated Companies from continuing to hold outstanding securities of an entity that engages in Business Activities; provided that such securities were held by the benefit Director or any of the full period such Director’s Affiliated Company as of the restrictive covenant. Accordingly, the covenant shall be deemed to have the duration specified herein, computed from the date such relief is granted, but reduced by any period between commencement of the period and the date of the first violation. In addition to such other relief as may be awarded, if the Bank is the prevailing party it shall be entitled to reimbursement for all reasonable costs, including attorneys' fees, incurred in enforcing its rights hereunderthis Agreement.

Noncompetition. Executive acknowledges that the development of personal contacts and relationships [Bracketed language is an essential element of the Bank's business, that the Bank has invested considerable time and money in his development of such contacts and relationships, that the Bank could suffer irreparable harm if he were to leave employment and solicit the business of Bank's customers, and that it is reasonable to protect the Bank against competitive activities by Executive. Executive covenants and agrees, in recognition of the foregoing and in consideration of the mutual promises contained herein, that not included in the event of a voluntary termination of employment by Executive pursuant to Section 5(iii), or upon expiration of this Agreement as a result of Executive's election not to continue automatic annual renewals, Executive shall not accept employment in La Crosse, Dane or St. Croix counties with any Significant Competitor of the Bank for a period of eighteen (18) months following such termination. For purposes of this Agreement, the term Significant Competitor means any financial institution including, but not limited to, any commercial bank, savings bank, savings and loan association, credit union, or mortgage banking corporation which, at the time of termination of Executive's employment or Company’s CEO’s award agreement.] The Participant agrees that during the period of the Participant’s employment with the Company and for the one (1) year period immediately following the termination of such employment for any reason or for no reason, the Participant shall not directly or indirectly, either as a principal, agent, employee, employer, consultant, partner, shareholder of a closely held corporation or shareholder in excess of five percent of a publicly traded corporation, corporate officer or director, or in any other individual or representative capacity, engage or otherwise participate in any manner or fashion in any business that is a Competing Business in the Area (each as defined herein). The Participant further covenants and agrees that this restrictive covenant is reasonable as to duration, terms and geographical area and that the same protects the legitimate interests of the Company and its affiliates, imposes no undue hardship on the Participant, is not injurious to competethe public, and that any violation of this restrictive covenant shall be specifically enforceable in any court with jurisdiction upon short notice. Solely for purposes of this paragraph: “Area” means a 15-mile radius of any senior living facility owned, managed or operated by the Company (or its successor) at the time Participant’s employment is terminated; and “Competing Business” means the business of owning, operating or managing senior living facilities having gross annualized revenues of at least $35 million or owning, operating or managing, in the aggregate, at least 1,000 units/beds provided that at least 750 units/beds owned, operated or managed by such business are located within the Area. [Notwithstanding the foregoing, (i) maintains a homeif the Participant’s employment is terminated by the Participant for Good Reason (as defined in the Brookdale Senior Living Inc. Amended and Restated Tier I Severance Pay Policy) at any time, branch or other office the covenant in any of said counties, or this Section 15(a) shall not apply; and (ii) has originated within any of said counties $10,000,000 or more in residential mortgage loans during any consecutive twelve (12) month period within the thirty-six (36) months prior to Executive's termination and inclusive of the period covered by this covenant. Executive agrees that the non-competition provisions set forth herein are necessary for the protection of the Bank and are reasonably limited as to (i) the scope of activities affected, (ii) their duration and geographic scope, and (iii) their effect on Executive and the public. In the event Executive violates the non-competition provisions set forth herein, Bank shall be entitled, in addition to its other legal remedies, to enjoin the employment of Executive with any Significant Competitor for the period set forth herein. If Executive violates this covenant and the Bank brings legal action for injunctive or other relief, the Bank shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the full period of the restrictive covenant. Accordingly, the covenant in this Section 15(a) shall not be deemed interpreted to have restrict the duration specified herein, computed from Participant’s right to practice law in violation of any rules of professional conduct applicable to the date such relief is granted, but reduced by any period between commencement of the period and the date of the first violation. In addition to such other relief as may be awarded, if the Bank is the prevailing party it shall be entitled to reimbursement for all reasonable costs, including attorneys' fees, incurred in enforcing its rights hereunderParticipant.]

Noncompetition. Executive acknowledges that the development of personal contacts and relationships is an essential element of the Bank's Company’s business, that the Bank Company has invested considerable time and money in his development of such contacts and relationships, that the Bank Company could suffer irreparable harm if he were to leave employment and solicit the business of customers of the Company or Bank's customers, and that it is reasonable to protect the Company and Bank against competitive activities by Executive. Executive covenants and agrees, in recognition of the foregoing and in consideration of the mutual promises contained herein, that in the event of a voluntary termination of employment by Executive pursuant to Section 5(iii)5(iv) of the Bank Agreement, or upon expiration of this the Bank Agreement as a result of Executive's ’s election not to continue automatic annual renewals, Executive shall not accept employment in La Crosse, Dane or St. Croix counties with any Significant Competitor of the Bank for a period of eighteen twelve (1812) months following such terminationtermination in any county in which the Bank both (i) has deposits of $50,000,000 or more, and (ii) has originated mortgage loans of $100,000,000 or more during any consecutive twelve (12) month period within the past twenty-four (24) months. For purposes of this Agreement, the term Significant Competitor means any financial institution including, but not limited to, any commercial bank, savings bank, savings and loan association, credit union, or mortgage banking corporation which, at the time of termination of Executive's employment or during the period of this covenant not to compete, (i) maintains a home, branch or other office in any of said counties, or (ii) has originated within any of said counties $10,000,000 or more in residential mortgage loans during any consecutive twelve (12) month period within the thirty-six (36) months prior to Executive's termination and inclusive of the period covered by this covenantcorporation. Executive agrees that the non-competition provisions set forth herein are necessary for the protection of the Company and the Bank and are reasonably limited as to (i) the scope of activities affected, (ii) their duration and geographic scope, and (iii) their effect on Executive and the public. In the event Executive violates the non-competition provisions set forth herein, Bank the Company shall be entitled, in addition to its other legal remedies, to enjoin the employment of Executive with any Significant Competitor for the period set forth herein. If Executive violates this covenant and the Bank Company brings legal action for injunctive or other relief, the Bank Company shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the full period of the restrictive covenant. Accordingly, the covenant shall be deemed to have the duration specified herein, computed from the date such relief is granted, but reduced by any period between commencement of the period and the date of the first violation. In addition to such other relief as may be awarded, if the Bank Company is the prevailing party it shall be entitled to reimbursement for all reasonable costs, including attorneys' ’ fees, incurred in enforcing its rights hereunder.

Noncompetition. Executive acknowledges that the development of personal contacts and relationships is an essential element of the Bank's business, that the Bank has invested considerable time and money in his development of such contacts and relationships, that the Bank could suffer irreparable harm if he were to leave During your employment and solicit the business of Bank's customers, and that it is reasonable to protect the Bank against competitive activities by Executive. Executive covenants and agrees, in recognition of the foregoing and in consideration of the mutual promises contained herein, that in the event of a voluntary termination of employment by Executive pursuant to Section 5(iii), or upon expiration of this Agreement as a result of Executive's election not to continue automatic annual renewals, Executive shall not accept employment in La Crosse, Dane or St. Croix counties with any Significant Competitor of the Bank for a period of eighteen twelve (1812) months following such termination. For purposes your voluntary or involuntary termination of this Agreementemployment, the term Significant Competitor means any financial institution includingyou shall not become an owner in, but not limited toshareholder with more than a 2% equity interest in, any commercial bank, savings bank, savings and loan association, credit unioninvestor in, or mortgage banking corporation whichan employee, contractor, consultant, advisor, representative, officer, director, or agent of, a trade or business that offers products and services that are the same or substantially similar to the products and services provided by the Employer Company in any geographic market in which the Employer Company conducts business (“Competitor”); provided, however, that the duties and responsibilities of said employment or engagement as an owner in, shareholder with more than 2% equity interest in, investor in, employee, contractor, consultant, advisor, representative, officer, director or agent are (i) the same, similar, or substantially related to your current duties and responsibilities or duties or responsibilities performed by you while employed by the Employer Company at the any time during a six (6) month period prior to your date of termination of Executive's employment or during the period of this covenant not to compete, (i) maintains a home, branch or other office in any of said counties, or and (ii) has originated within any of said counties $10,000,000 related to or more concerning the Competitor’s business activities in residential mortgage loans during any consecutive the Restricted Territory. The parties agree and affirm that their intention with respect to Paragraph 5 is that your activities shall be limited only for the twelve (12) month period within the thirty-after termination of employment for any reason. The provisions calling for a “look back” of six (366) calendar months prior to Executive's termination and inclusive of the period covered by this covenant. Executive agrees that the non-competition provisions set forth herein are necessary for the protection of the Bank and are reasonably limited as to (i) the scope of activities affected, (ii) their duration and geographic scope, and (iii) their effect on Executive and the public. In the event Executive violates the non-competition provisions set forth herein, Bank shall be entitled, in addition to its other legal remedies, to enjoin the employment of Executive with any Significant Competitor for the period set forth herein. If Executive violates this covenant and the Bank brings legal action for injunctive or other relief, the Bank shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the full period of the restrictive covenant. Accordingly, the covenant shall be deemed to have the duration specified herein, computed from the date such relief is granted, but reduced by any period between commencement of the period and the date of termination of employment are intended solely as a means of identifying the first violationduties and responsibilities that will define the restricted activities covered by Paragraph 5 and are not intended to nor shall they, under any circumstances, be construed to define the length or term of any such restriction. In addition For purposes of Paragraph 5, the term “Restricted Territory” means the geographic area that is part of your current duties and responsibilities or the geographic area that was part of your duties and responsibilities within a period of six (6) month period prior to such other relief the date of your termination of employment. If a court of competent jurisdiction determines that the Restricted Territory as defined herein is too restrictive, then the parties agree that said court may be awarded, if reduce or limit the Bank is Restricted Territory to the prevailing party it shall be entitled largest acceptable area so as to reimbursement for all reasonable costs, including attorneys' fees, incurred in enforcing its rights hereunderenable the enforcement of Paragraph 5.

Noncompetition. Executive acknowledges The Designated Principals acknowledge and recognize the highly competitive nature of the Business and that the development of personal contacts Designated Principals' positions with the ZC Companies, the Company and relationships is an essential element of the BankSubsidiaries and access to the ZC Companies', the Company's, the Sub S Holding Corporation's business, that and the Bank has invested considerable time Subsidiaries' confidential records and money in his development of such contacts proprietary information render the Designated Principals special and relationships, that the Bank could suffer irreparable harm if he were to leave employment and solicit the business of Bank's customers, and that it is reasonable to protect the Bank against competitive activities by Executiveunique. Executive covenants and agrees, in recognition of the foregoing and in In consideration of the mutual promises payment to the Designated Principals of amounts in connection with the sale of the Company Interests owned by the Designated Principals pursuant to this Agreement, each of the Designated Principals agrees that for a period of five (5) years after the Closing Date, such Designated Principal will not, directly or indirectly (as defined below), compete with any business the Company, the Sub S Holding Corporation or any Subsidiary is conducting on the Closing Date or which is then covered in a written proposal or business plan in any place where the Company, the Sub S Holding Corporation or any Subsidiary does business at the time such Designated Principal seeks to engage in such business. The covenants contained hereinin this Section 9.1(c) and in Sections 9.1(d) and (e) are independent of any similar covenant contained in any Employment Agreement and shall survive and remain in full force and effect in accordance with their terms notwithstanding a termination of such Employment Agreement for any reason whatsoever; provided, however, that in the event that a Designated Principal's Employment Agreement is terminated by the Company without "Cause" (as such term is defined in Section 5(c) of a voluntary termination of employment by Executive the Employment Agreement) pursuant to Section 5(iii)5(d) of the Employment Agreement or by a Designated Principal for "Good Reason" pursuant to Section 5(e) thereof, or upon expiration the provisions of this Agreement as a result of Executive's election not Section 9.1(c) with respect to continue automatic annual renewals, Executive such Designated Principal shall not accept employment in La Crosse, Dane or St. Croix counties with any Significant Competitor of terminate on the Bank for a period of eighteen date that is two (182) months following such termination. For purposes of this Agreement, years from the term Significant Competitor means any financial institution including, but not limited to, any commercial bank, savings bank, savings and loan association, credit union, or mortgage banking corporation which, at the time date of termination of Executivesuch Designated Principal's employment or during Employment Agreement, but in no event later than the period of this covenant not to compete, (i) maintains a home, branch or other office in any of said counties, or (ii) has originated within any of said counties $10,000,000 or more in residential mortgage loans during any consecutive twelve (12) month period within the thirty-six (36) months prior to Executive's termination and inclusive last day of the period covered by this covenant. Executive agrees that the non-competition provisions set forth herein are necessary for the protection of the Bank and are reasonably limited "Covered Time" under such Employment Agreement (as to (isuch term is defined in Section 7(a)(vii) the scope of activities affected, (ii) their duration and geographic scope, and (iii) their effect on Executive and the public. In the event Executive violates the non-competition provisions set forth herein, Bank shall be entitled, in addition to its other legal remedies, to enjoin the employment of Executive with any Significant Competitor for the period set forth herein. If Executive violates this covenant and the Bank brings legal action for injunctive or other relief, the Bank shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the full period of the restrictive covenant. Accordingly, the covenant shall be deemed to have the duration specified herein, computed from the date such relief is granted, but reduced by any period between commencement of the period and the date of the first violation. In addition to such other relief as may be awarded, if the Bank is the prevailing party it shall be entitled to reimbursement for all reasonable costs, including attorneys' fees, incurred in enforcing its rights hereunderthereof).

Noncompetition. Executive acknowledges that (i) During the development of personal contacts and relationships is an essential element period ending on the second anniversary of the Bank's business, that the Bank has invested considerable time and money in his development of such contacts and relationships, that the Bank could suffer irreparable harm if he were to leave employment and solicit the business of Bank's customers, and that it is reasonable to protect the Bank against competitive activities by Executive. Executive covenants and agrees, in recognition of the foregoing and in consideration of the mutual promises contained herein, that in the event of a voluntary termination of employment by Executive pursuant to Section 5(iii), or upon expiration of this Agreement as a result of Executive's election not to continue automatic annual renewalsEmployment Termination Date, Executive shall not accept employment not, directly or indirectly, in La Crosseany capacity, Dane engage or St. Croix counties with participate in, become employed by, serve as a director of, or render advisory or consulting or other services in connection with, any Significant Competitor Competitive Business (as defined in Section 9(b)(iii)), except that nothing in this Section 9(b) shall restrict the ability of Executive to serve as a director, member of a committee of the Bank for a period board of eighteen (18) months following such termination. For purposes of this Agreement, the term Significant Competitor means any financial institution including, but not limited to, any commercial bank, savings bank, savings and loan association, credit union, directors or mortgage banking corporation which, at the time of termination of Executive's employment or during the period of this covenant not to compete, (i) maintains a home, branch or other office in any of said counties, or (ii) has originated within any of said counties $10,000,000 or more in residential mortgage loans during any consecutive twelve (12) month period within the thirtynon-six (36) months prior to Executive's termination and inclusive executive chairman of the period covered by this covenant. Executive agrees that the non-competition provisions set forth herein are necessary for the protection board of the Bank and are reasonably limited as to Enron Corporation (i"Enron") the scope of activities affected, (ii) their duration and geographic scope, and (iii) their effect on Executive and the public. In the event Executive violates the non-competition provisions set forth herein, Bank shall be entitled, in addition to its other legal remedies, to enjoin the employment of Executive with any Significant Competitor for the period set forth herein. If Executive violates this covenant and the Bank brings legal action for injunctive or other relief, the Bank shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the full period of the restrictive covenant. Accordingly, the covenant shall be deemed to have the duration specified herein, computed from the date such relief is granted, but reduced by any period between commencement of the period and the date of the first violation. In addition to such other relief as may be awardedor, if the Bank Company provides Executive with its prior express written consent, which consent shall not be unreasonably withheld or delayed (the "Company Consent"), any entity that is spun off by Enron (an "Enron Spin-Off"), provided that (A) in so serving during such period, Executive shall recuse himself from the prevailing party it consideration of any matter relating to the Company, including, without limitation, the matters or transactions relating to a restructuring of Sithe Independence Power Partners, L.P. or otherwise relating to the Sithe Independence Power Project, and shall abide by Sections 9(a), 9(c) and 11, (B) this exception shall not apply to service by Executive to Enron or an Enron Spin-Off in any other capacity, including, without limitation, as an officer or executive chairman of the board, (C) if Executive becomes a director of Enron or non-executive chairman of the board of Enron or, with the Company Consent, an Enron Spin-Off, amounts equal, in the aggregate, to the amounts of all cash compensation earned by Executive for service to Enron or, with the Company Consent, an Enron Spin-Off in any such capacity during such portion, if any, of the two-year period commencing on the Employment Termination Date during which Executive serves in any such capacity, reduced by all applicable federal and state taxes and all unreimbursed expenses incurred by Executive in the performance of his duties in any such capacity, shall be entitled paid by Executive to reimbursement the Company promptly after such amounts of cash compensation are paid to Executive by Enron or the Enron Spin-Off, (D) if Executive becomes a director of Enron or non-executive chairman of the board of Enron or, with the Company Consent, an Enron Spin-Off, all non-cash compensation earned by Executive for all reasonable costsservice to Enron or, including attorneys' feeswith the Company Consent, incurred an Enron Spin-Off in enforcing its rights hereunderany such capacity during such portion, if any, of the two-year period commencing on the Employment Termination Date during which Executive serves in any such capacity shall be donated by Executive to one or more tax-exempt charities or charitable foundations of his choice promptly after such non-cash compensation is paid to Executive by Enron or the Enron Spin-Off and (E) at least five business days prior to serving during such period as a director or non-executive chairman of Enron or, with the Company Consent, an Enron Spin-Off, Executive shall give written notice to the Company of his intention to do so, and the Company shall have the right to deliver to Enron or the Enron Spin-Off, as the case may be, a copy of this Section 9.

Noncompetition. The Executive acknowledges and agrees that the development of personal contacts in consideration and relationships is an essential element as a condition of the Bank's businessExecutive’s promotion by the Company and in exchange for, among other things, the benefits contained in this Agreement, including without limitation the opportunity to receive enhanced post-employment severance benefits, which the Executive acknowledges and agrees is fair and reasonable consideration that is independent from the Bank has invested considerable time and money in his development of such contacts and relationships, that the Bank could suffer irreparable harm if he were to leave employment and solicit the business of Bank's customers, and that it is reasonable to protect the Bank against competitive activities by Executive. Executive covenants and agrees, in recognition continuation of the foregoing and Executive’s employment, during the Restricted Period the Executive will not directly or indirectly, whether as owner, partner, shareholder, director, manager, consultant, agent, employee, co-venturer or otherwise, engage, participate or invest in consideration of the mutual promises contained herein, that any Competing Business anywhere in the event of a voluntary termination of employment by Executive pursuant to Section 5(iii), or upon expiration of this Agreement as a result of Executive's election not to continue automatic annual renewals, Executive shall not accept employment in La Crosse, Dane or St. Croix counties with any Significant Competitor of the Bank for a period of eighteen (18) months following such terminationworld. For purposes of this Agreementhereof, the term Significant Competitor means “Competing Business” shall mean any financial institution includingentity engaged in the discovery, but not limited todevelopment or commercialization of gene editing technology for human therapeutics. Notwithstanding the foregoing, any commercial bank, savings bank, savings and loan association, credit union, nothing contained hereinabove or mortgage banking corporation which, at hereinbelow shall be deemed to prohibit the time of termination of Executive's employment or during the period of this covenant not to compete, Executive from (i) maintains a homeacquiring, branch solely as an investment, shares of capital stock (or other office in interests) of any corporation (or other entity) not exceeding 2% of said countiessuch corporation’s (or other entity’s) then outstanding shares of capital stock (or equity interest), or (ii) has originated within any working for a line of said counties $10,000,000 business, division or more unit of a larger entity that competes with the Company as long as the Executive’s activities for such line of business, division or unit do not involve work by the Executive on matters that are directly competitive with the Company’s business. Notwithstanding the foregoing, this Section 7(c) shall not be enforceable during the post-employment portion of the Restricted Period if the Executive is terminated by the Company without Cause, is laid off from employment or if the Company elects to waive the restrictions set forth in residential mortgage loans this Section 7(c). If Section 7(c) is enforced during any consecutive twelve (12) month period the post- employment portion of the Restricted Period, the Company shall pay the Executive at the rate of 50% of the highest annualized base salary paid to the Executive within the thirtytwo year period preceding the last day of Executive’s employment (the “Garden Leave Pay”) during the post-six (36) months prior to Executive's termination and inclusive employment portion of the period covered by Restricted Period. During the Restricted Period Executive will promptly (and immediately upon request) notify the Company of any change in address and each subsequent employer or business activity including the name and address of employer or other post-Company plans and the nature of Executive’s activities. The Company’s election not to provide post-employment Garden Leave Pay shall be deemed a waiver of Executive’s post-employment noncompetition obligations under this covenantSection 7(c). In no event will Garden Leave Pay be duplicative of other pay and the Executive agrees that the non-competition provisions set forth herein are necessary for the protection of the Bank any Garden Leave Pay received pursuant to this Section 7(c) shall reduce (and are reasonably limited as to (i) the scope of activities affected, (ii) their duration and geographic scope, and (iii) their effect on Executive and the public. In the event Executive violates the non-competition provisions set forth herein, Bank shall not be entitled, in addition to its to) any other legal remedies, to enjoin pay that the employment of Executive with any Significant Competitor for the period set forth herein. If Executive violates this covenant and the Bank brings legal action for injunctive or other relief, the Bank shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the full period of the restrictive covenant. Accordingly, the covenant shall be deemed to have the duration specified herein, computed from the date such relief is granted, but reduced by any period between commencement of the period and the date of the first violation. In addition to such other relief as may be awarded, if the Bank is the prevailing party it shall be entitled to reimbursement for all reasonable costs, including attorneys' fees, incurred receive during the post-employment portion of the Restricted Period. The Executive acknowledges that he has been advised by the Company that he has the right to consult with counsel regarding the noncompetition restrictions contained in enforcing its rights hereunderthis Section 7(c) prior to executing this Agreement.

Noncompetition. Executive acknowledges that and agrees that, in the development course of personal contacts his employment with the Company, he will have access to and relationships is an essential element make use of the BankCompany's businessConfidential Information, that and the Bank has invested considerable time Company hereby promises to provide Executive with such Confidential Information, including new Confidential Information not heretofore provided to Executive. To protect and money in his development of such contacts safeguard the Company's trade secrets and relationships, that Confidential Information and the Bank could suffer irreparable harm if he were to leave employment Company's goodwill with its suppliers and solicit the business of Bank's customers, and that it which goodwill is reasonable to protect the Bank against competitive activities by Executive. Executive covenants and agrees, in recognition a valuable asset of the foregoing Company, and in consideration of the mutual promises contained hereinCompany's promise to provide the Executive with Confidential Information and goodwill, that the Executive will not, during the Executive's employment with the Company, and for the period thereafter consisting of 24 months, without the prior written consent of the Board of Directors, directly or indirectly, engage in the event of a voluntary termination of employment by Executive pursuant to Section 5(iiior participate in (as owner, partner, shareholder, employee, director, agent, consultant or otherwise), any business that is a "competitor of the Company" (as hereinafter defined) in any counties in which the Company has operations or upon expiration of this Agreement as a result of has written plans or proposals to establish operations during the Executive's election not employment with the Company or any counties contiguous to continue automatic annual renewals, Executive shall not accept employment in La Crosse, Dane or St. Croix counties with any Significant Competitor of the Bank for a period of eighteen (18) months following such terminationcounties. For purposes of this Employment Agreement, a "competitor of the term Significant Competitor means Company" is any financial institution includingentity, but not limited toincluding without limitation, a corporation, sole proprietorship, partnership, joint venture, syndicate, trust or any commercial bankother form of organization or a parent, savings banksubsidiary, savings and loan associationsegment or division of any of the foregoing, credit union, or mortgage banking corporation which, at during such period or the time immediately preceding fiscal year of termination such entity, was principally engaged in the ownership or operation of gas gathering systems, gas treating systems, electric generating facility gas supply laterals or related facilities. The terms of this Section 7.3 shall not apply to the Executive's employment present or during future investments in the period securities of companies listed on a national securities exchange or traded on the over-the-counter market to the extent such investments do not exceed five percent (5%) of the total outstanding shares of any such company. Furthermore, the terms of this covenant Section 7.3 shall not be construed to compete, (i) maintains a home, branch or other office prohibit the Executive from participating in any of said counties, or (ii) has originated within any of said counties $10,000,000 or more in residential mortgage loans during any consecutive twelve (12) month period within the thirty-six (36) months prior to Executive's termination and inclusive of the period covered by this covenant. Executive agrees activities that the non-competition provisions set forth herein are necessary for the protection of the Bank and are reasonably limited as Executive is expressly authorized to (i) the scope of activities affected, (ii) their duration and geographic scope, and (iii) their effect on Executive and the public. In the event Executive violates the non-competition provisions set forth herein, Bank shall be entitled, participate in addition pursuant to its other legal remedies, to enjoin the employment of Executive with any Significant Competitor for the period set forth herein. If Executive violates this covenant and the Bank brings legal action for injunctive or other relief, the Bank shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the full period of the restrictive covenant. Accordingly, the covenant shall be deemed to have the duration specified herein, computed from the date such relief is granted, but reduced by any period between commencement of the period and the date of the first violation. In addition to such other relief as may be awarded, if the Bank is the prevailing party it shall be entitled to reimbursement for all reasonable costs, including attorneys' fees, incurred in enforcing its rights hereunderSection 2.1.

Noncompetition. Executive acknowledges that the development of personal contacts and relationships is an essential element of the BankCompany's business, that the Bank Company has invested considerable time and money in his development of such contacts and relationships, that the Bank Company could suffer irreparable harm if he were to leave employment and solicit the business of customers of the Company or Bank's customers, and that it is reasonable to protect the Company and Bank against competitive activities by Executive. Executive covenants and agrees, in recognition of the foregoing and in consideration of the mutual promises contained herein, that in the event of a voluntary termination of employment by Executive pursuant to Section 5(iii)) of the Bank Agreement, or upon expiration of this the Bank Agreement as a result of Executive's election not to continue automatic annual renewals, Executive shall not accept employment in La CrosseLaCrosse, Dane or St. Croix counties with any Significant Competitor of the Company or Bank for a period of eighteen (18) months following such termination. For purposes of this Agreement, the term Significant Competitor means any financial institution including, but not limited to, any commercial bank, savings bank, savings and loan association, credit union, or mortgage banking corporation whichcorporation, or holding company for any of the foregoing, which at the time of termination of Executive's employment employment, or during the period of this covenant not to compete, (i) maintains a home, branch or other office in any of said counties, or (ii) has originated within with any of said counties $10,000,000 or more in residential mortgage loans during any consecutive twelve (12) month period within the thirty-six (36) months prior to Executive's termination and inclusive of the period covered by this covenant. Executive agrees that the non-competition provisions set forth herein are necessary for the protection of the Company and the Bank and are reasonably limited as to (i) the scope of activities affected, (ii) their duration and geographic scope, and (iii) their effect on Executive and the public. In the event Executive violates the non-competition provisions set forth herein, Bank the Company shall be entitled, in addition to its other legal remedies, to enjoin the employment of Executive with any Significant Competitor for the period set forth herein. If Executive violates this covenant and the Bank Company brings legal action for injunctive or other relief, the Bank Company shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the full period of the restrictive covenant. Accordingly, the covenant shall be deemed to have the duration specified herein, computed from the date such relief is granted, but reduced by any period between commencement of the period and the date of the first violation. In addition to such other relief as may be awarded, if the Bank Company is the prevailing party it shall be entitled to reimbursement for all reasonable costs, including attorneys' fees, incurred in enforcing its rights hereunder.

Noncompetition. Executive acknowledges that the development of personal contacts and relationships is an essential element of the Bank's business, that the Bank has invested considerable time and money in his development of such contacts and relationships, that the Bank could suffer irreparable harm if he were to leave employment and solicit the business of the Bank's customers, and that it is reasonable to protect the Bank against competitive activities by Executive. Executive covenants and agrees, in recognition of the foregoing and in consideration of the mutual promises contained herein, that in the event of a voluntary termination of employment by Executive pursuant to Section 5(iii), or upon expiration of this Agreement as a result of Executive's election not to continue automatic annual renewals, Executive shall not accept employment in La Crosse, Dane or St. Croix counties with any Significant Competitor of the Bank for a period of eighteen (18) months following such terminationtermination in any county in which the Bank both (i) has deposits of $50,000,000 or more, and (ii) has originated mortgage loans of $100,000,000 or more during any consecutive twelve (12) month period within the past twenty-four (24) months. For purposes of this Agreement, the term Significant Competitor means any financial institution including, but not limited to, any commercial bank, savings bank, savings and loan association, credit union, or mortgage banking corporation which, at the time of termination of Executive's employment or during the period of this covenant not to compete, (i) maintains a home, branch or other office in any of said counties, or (ii) has originated within any of said counties $10,000,000 or more in residential mortgage loans during any consecutive twelve (12) month period within the thirty-six (36) months prior to Executive's termination and inclusive of the period covered by this covenantcorporation. Executive agrees that the non-competition provisions set forth herein are necessary for the protection of the Bank and are reasonably limited as to (i) the scope of activities affected, (ii) their duration and geographic scope, and (iii) their effect on Executive and the public. In the event Executive violates the non-competition provisions set forth herein, Bank shall be entitled, in addition to its other legal remedies, to enjoin the employment of Executive with any Significant Competitor for the period set forth herein. If Executive violates this covenant and the Bank brings legal action for injunctive or other relief, the Bank shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the full period of the restrictive covenant. Accordingly, the covenant shall be deemed to have the duration specified herein, computed from the date such relief is granted, but reduced by any period between commencement of the period and the date of the first violation. In addition to such other relief as may be awarded, if the Bank is the prevailing party it shall be entitled to reimbursement for all reasonable costs, including attorneys' fees, incurred in enforcing its rights hereunder.

Noncompetition. Executive acknowledges that the development of personal contacts and relationships is an essential element of the BankCompany's business, that the Bank Company has invested considerable time and money in his development of such contacts and relationships, that the Bank Company could suffer irreparable harm if he were to leave employment and solicit the business of customers of the Company or Bank's customers, and that it is reasonable to protect the Company and Bank against competitive activities by Executive. Executive covenants and agrees, in recognition of the foregoing and in consideration of the mutual promises contained herein, that in the event of a voluntary termination of employment by Executive pursuant to Section 5(iii)) of the Bank Agreement, or upon expiration of this the Bank Agreement as a result of Executive's election not to continue automatic annual renewals, Executive shall not accept employment in La CrosseLaCrosse, Dane or St. Croix counties with any Significant Competitor of the Company or Bank for a period of eighteen (18) months following such termination. For purposes of this Agreement, the term Significant Competitor means any financial institution including, but not limited to, any commercial bank, savings bank, savings and loan association, credit union, or mortgage banking corporation whichcorporation, or holding company for any of the foregoing, which at the time of termination of Executive's employment employment, or during the period of this covenant not to compete, (i) maintains a home, branch or other office in any of said counties, or (ii) has originated within with any of said counties $10,000,000 or more in residential mortgage loans during any consecutive twelve (12) month period within the thirty-six (36) months prior to Executive's termination and inclusive of the period covered by this covenant. Executive agrees that the non-competition provisions set forth herein are necessary for the protection of the Company and the Bank and are reasonably limited as to (i) the scope of activities affected, (ii) their duration and geographic scope, and (iii) their effect on Executive and the public. In the event Executive violates the non-competition provisions set forth herein, Bank the Company shall be entitled, in addition to its other legal remedies, to enjoin the employment of Executive with any Significant Competitor for the period set forth herein. If Executive violates this covenant and the Bank Company brings legal action for injunctive or other relief, the Bank Company shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the full period of the restrictive covenant. Accordingly, the covenant shall be deemed to have the duration specified herein, computed from the date such relief is granted, but reduced by any period between commencement of the period and the date of the first violation. In addition to such other relief as may be awarded, if the Bank is the prevailing party it shall be entitled to reimbursement for all reasonable costs, including attorneys' fees, incurred in enforcing its rights hereunder.the

Noncompetition. Executive acknowledges that the development of personal contacts and relationships is an essential element of the Bank's business, that the Bank has invested considerable time and money in his development of such contacts and relationships, that the Bank could suffer irreparable harm if he were to leave employment and solicit the business of the Bank's customers, and that it is reasonable to protect the Bank against competitive activities by Executive. Executive covenants and agrees, in recognition of the foregoing and in consideration of the mutual promises contained herein, that in the event of a voluntary termination of employment by Executive pursuant to Section 5(iii), or upon expiration of this Agreement as a result of Executive's election not to continue automatic annual renewals, Executive shall not accept employment in La Crosse, Dane or St. Croix counties with any Significant Competitor of the Bank for a period of eighteen (18) months following such termination. For purposes of this Agreement, the term Significant Competitor means any financial institution including, but not limited to, any commercial bank, savings bank, savings and loan association, credit union, or mortgage banking corporation which, at the time of termination of Executive's employment or during the period of this covenant not to compete, (i) maintains a home, branch or other office in any of said counties, or (ii) has originated within any of said counties $10,000,000 or more in residential mortgage loans during any consecutive twelve (12) month period within the thirty-six (36) months prior to Executive's termination and inclusive of the period covered by this covenant. Executive agrees that the non-competition provisions set forth herein are necessary for the protection of the Bank and are reasonably limited as to (i) the scope of activities affected, (ii) their duration and geographic scope, and (iii) their effect on Executive and the public. In the event Executive violates the non-competition provisions set forth herein, Bank shall be entitled, in addition to its other legal remedies, to enjoin the employment of Executive with any Significant Competitor for the period set forth herein. If Executive violates this covenant and the Bank brings legal action for injunctive or other relief, the Bank shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the full period of the restrictive covenant. Accordingly, the covenant shall be deemed to have the duration specified herein, computed from the date such relief is granted, but reduced by any period between commencement of the period and the date of the first violation. In addition to such other relief as may be awarded, if the Bank is the prevailing party it shall be entitled to reimbursement for all reasonable costs, including attorneys' fees, incurred in enforcing its rights hereunder.

Noncompetition. Executive acknowledges that To further preserve the development of personal contacts and relationships is an essential element rights of the Bank's businessCompany pursuant to the nondisclosure covenant discussed above, that the Bank has invested considerable time and money in his development of such contacts and relationships, that the Bank could suffer irreparable harm if he were to leave employment and solicit the business of Bank's customers, and that it is reasonable to protect the Bank against competitive activities by Executive. Executive covenants and agrees, in recognition of the foregoing and in consideration of for the mutual promises contained hereinstock option grants and other consideration promised by the Company under this Agreement, that in during the event of a voluntary termination of employment by Executive pursuant to Section 5(iii), or upon expiration of this Agreement as a result of Executive's election not to continue automatic annual renewals, Executive shall not accept employment in La Crosse, Dane or St. Croix counties with any Significant Competitor of the Bank Company and for a period of eighteen (18) 12 months following thereafter regardless of the reason for termination of employment, the Executive will not, directly or indirectly, as an owner, director, principal, agent, officer, employee, partner, consultant, servant, or otherwise, carry on, operate, manage, control, or become involved in any manner with any business, operation, corporation, partnership, association, agency, or other person or entity which is in the business of primarily promoting, producing, and presenting live diversified entertainment events of a character presented by the Entertainment Businesses during the Executive's employment by the Company in any location in which the Company, or any subsidiary or affiliate of the Company, operates or has specific plans to operate that are known to the Executive during the Executive's employment with the Company, including any area within a 50-mile radius of any such terminationlocation. For purposes The foregoing shall not prohibit the Executive from owning up to 5.0% of the outstanding securities or other interests in any partnership, trust, corporation, or other entity provided such ownership is passive or, after the Executive's employment with the Company has terminated, from being employed in the entertainment industry provided such employment is not primarily related to the promotion, production and presentation live diversified entertainment events of a character presented by the Entertainment Businesses during the Executive's employment by the Company. Notwithstanding the foregoing, after the Executive's employment with the Company has terminated, upon receiving written permission by the Board, the Executive shall be permitted to engage in such competing activities that would otherwise be prohibited by this covenant if such activities are determined in the sole discretion of the Board in good faith to be immaterial to the operations of the Company, or any subsidiary or affiliate of the Company, in the location in question. To further preserve the rights of the Company pursuant to the nondisclosure covenant discussed above, and in consideration for the stock option grants and other consideration promised by the Company under this Agreement, during the term Significant Competitor means any financial institution including, but not limited to, any commercial bank, savings bank, savings and loan association, credit union, or mortgage banking corporation which, at of the time of termination of Executive's employment or during with the Company and for a period of this covenant not 12 months thereafter, regardless of the reason for termination of employment unless such termination is by the Executive for Good Reason, the Executive will not, directly or indirectly, either for himself or for any other business, operation, corporation, partnership, association, agency, or other person or entity, call upon, compete for, solicit, divert, or take away, or attempt to competedivert or take away any customer with whom the Company, or any subsidiary or affiliate of the Company, (i) maintains a home, branch has an existing agreement or other office in any of said counties, or business relationship; (ii) has originated had an agreement or business relationship within any of said counties $10,000,000 or more in residential mortgage loans during any consecutive twelve (12) the six month period within immediately preceding the thirty-six (36) months prior to Executive's last day of employment with the Company if the termination and inclusive of such agreement or business relationship was caused by or is attributable to the period covered by this covenant. Executive agrees that the non-competition provisions set forth herein are necessary for the protection of the Bank and are reasonably limited as to (i) the scope of activities affectedExecutive's actions, (ii) their duration and geographic scope, and or (iii) their effect on Executive has included as a prospect in its applicable pipeline and the publicsame is known to the Executive during his employment with the Company. In The Company and the event Executive violates agree that the non-competition provisions set forth hereinrestrictions contained in this noncompetition covenant are reasonable in scope and duration and are necessary to protect the Company's business interests and Confidential Information. If any provision of this noncompetition covenant as applied to any party or to any circumstance is adjudged by a court or arbitrator to be invalid or unenforceable, Bank the same will no in way affect any other circumstance or the validity or enforceability of this Agreement. If any such provision, or any part thereof, is held to be unenforceable because of the scope, duration, or geographic area covered thereby, the parties agree that the court or arbitrator making such determination shall have the power to reduce the scope and/or duration and/or geographic area of such provision, and/or to delete specific words or phrases, and in its reduced form, such provision shall then be enforceable and shall be entitledenforced. The parties agree and acknowledge that the breach of this noncompetition covenant will cause irreparable damage to the Company, in addition to its other legal remedies, to enjoin the employment and upon breach of Executive with any Significant Competitor for the period set forth herein. If Executive violates provision of this covenant and the Bank brings legal action for injunctive or other reliefnoncompetition covenant, the Bank shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the full period of the restrictive covenant. Accordingly, the covenant shall be deemed to have the duration specified herein, computed from the date such relief is granted, but reduced by any period between commencement of the period and the date of the first violation. In addition to such other relief as may be awarded, if the Bank is the prevailing party it Company shall be entitled to reimbursement injunctive relief, specific performance, or other equitable relief; provided, however, that this shall in no way limit any other remedies which the Company may have (including, without limitation, the right to seek monetary damages). Should the Executive violate the provisions of this noncompetition covenant, then in addition to all other rights and remedies available to the Company at law or in equity, the duration of this covenant shall automatically be extended for all reasonable costs, including attorneys' fees, incurred in enforcing its rights hereunderthe period of time from which the Executive began such violation until he permanently ceases such violation.

Noncompetition. Executive acknowledges that the development of personal contacts and relationships is an essential element of the Bank's business, that the Bank has invested considerable time and money in his development of such contacts and relationships, that the Bank could suffer irreparable tirreparable harm if he were to leave employment and solicit the business of Bank's customers, and that it is reasonable to protect the Bank against competitive activities by Executive. Executive covenants and agrees, in recognition of the foregoing and in consideration of the mutual promises contained herein, that in the event of a voluntary termination of employment by Executive pursuant to Section 5(iii), or upon expiration of this Agreement as a result of Executive's election not to continue automatic annual renewals, Executive shall not accept employment in La Crosse, Dane or St. Croix counties with any Significant Competitor of the Bank for a period of eighteen (18) months following such termination. For purposes of this Agreement, the term Significant Competitor means any financial institution including, but not limited to, any commercial bank, savings bank, savings and loan association, credit union, or mortgage banking corporation which, at the time of termination of Executive's employment or during the period of this covenant not to compete, (i) maintains a home, branch or other office in any of said counties, or (ii) has originated within any of said counties $10,000,000 or more in residential mortgage loans during any consecutive twelve (12) month period within the thirty-six (36) months prior to Executive's termination and inclusive of the period covered by this covenant. Executive agrees that the non-competition provisions set forth herein are necessary for the protection of the Bank and are reasonably limited as to (i) the scope of activities affected, (ii) their duration and geographic scope, and (iii) their effect on Executive and the public. In the event Executive violates the non-competition provisions set forth herein, Bank shall be entitled, in addition to its other legal remedies, to enjoin the employment of Executive with any Significant Competitor for the period set forth herein. If Executive violates this covenant and the Bank brings legal action for injunctive or other relief, the Bank shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the full period of the restrictive covenant. Accordingly, the covenant shall be deemed to have the duration specified herein, computed from the date such relief is granted, but reduced by any period between commencement of the period and the date of the first violation. In addition to such other relief as may be awarded, if the Bank is the prevailing party it shall be entitled to reimbursement for all reasonable costs, including attorneys' fees, incurred in enforcing its rights hereunder.

Noncompetition. Executive acknowledges that he performs services of a unique nature for the development of personal contacts and relationships is an essential element of the Bank's business, Company that the Bank has invested considerable time and money in his development of such contacts and relationships, that the Bank could suffer irreparable harm if he were to leave employment and solicit the business of Bank's customersare irreplaceable, and that it is reasonable his performance of such services to protect a competing business will result in irreparable harm to the Bank against competitive activities by Company. Accordingly, during Executive. Executive covenants and agrees, in recognition ’s service as Chairman of the foregoing Board and in consideration of the mutual promises contained herein, that in the event of a voluntary termination of employment by Executive pursuant to Section 5(iii), or upon expiration of this Agreement as a result of Executive's election not to continue automatic annual renewals, Executive shall not accept employment in La Crosse, Dane or St. Croix counties with any Significant Competitor of the Bank for a period of eighteen one (181) months following such termination. For purposes year thereafter (but subject to extension, as provided below) Executive shall not, directly or indirectly, own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services to any person, firm, corporation or other entity, in whatever form, engaged in any business of this Agreement, the term Significant Competitor means same type as any financial institution including, but not limited to, business in which the Company or any commercial bank, savings bank, savings and loan association, credit union, of its subsidiaries or mortgage banking corporation which, at affiliates is engaged on the time date of termination of Executive's employment his service as Chairman of the Board or during in which they have proposed, on or prior to such date, to be engaged in on or after such date, in any locale of any country in which the period Company or its subsidiaries conducts business. The foregoing shall not prevent Executive from owning not more than one percent of the total shares of all classes of stock outstanding of any publicly held entity engaged in such business, nor will it restrict Executive from rendering services to charitable organizations, as such term is defined in Section 501(c) of the Internal Revenue Code of 1986, as amended. Notwithstanding the foregoing, the Company may, at its option, extend the duration of this restrictive covenant not for up to compete, (i) maintains a home, branch or other office in any of said counties, or (ii) has originated within any of said counties $10,000,000 or more in residential mortgage loans during any consecutive twelve (12) month period within the thirty-six (36) additional months prior to Executive's following termination and inclusive of the period covered by this covenantExecutive’s service as Chairman of the Board (for a total of up to twenty-four (24) months) upon notice given to the Executive at any time within ninety (90) days following such termination, and the Company’s written agreement to pay Executive additional severance for the duration of the extension at the rate provided in Section 4(f), below. The Executive acknowledges the legitimate the Company interests which the restrictive covenants set forth above are designed to protect. The Executive further agrees that the non-competition provisions restrictive covenants set forth herein above are necessary for the protection of the Bank reasonable in their scope and duration, and are reasonably limited as to (i) the scope of activities affected, (ii) their duration and geographic scope, and (iii) their effect on Executive and the public. In the event Executive violates the non-competition provisions set forth herein, Bank shall be entitled, in addition to its other legal remedies, to enjoin the employment of Executive with any Significant Competitor for the period set forth herein. If Executive violates this covenant and the Bank brings legal action for injunctive or other relief, the Bank shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the full period of the restrictive covenant. Accordingly, the covenant shall be deemed to have the duration specified herein, computed from the date such relief is granted, but reduced supported by any period between commencement of the period and the date of the first violation. In addition to such other relief as may be awarded, if the Bank is the prevailing party it shall be entitled to reimbursement for all reasonable costsadequate consideration, including attorneys' fees, incurred in enforcing its rights hereunderbut not limited to the benefits originally provided under the Employment Agreement and this Agreement.

Noncompetition. 12. The Executive acknowledges and agrees that he will not, at any time during the development of personal contacts and relationships is an essential element existence of the employment relationship between the Company or Bank's business, that directly or indirectly engage in competition with the Company or Bank, and the Executive will not on his own behalf, or as another’s agent, employee, partner, shareholder or otherwise, engage in any of the same or similar duties and/or responsibilities required by the Executive’s positions with the Company and the Bank, other than as an employee of the Company or the Bank has invested considerable time and money in his development pursuant to this Agreement, or as specifically approved by the Board of such contacts and relationships, that the Bank could suffer irreparable harm if he were to leave employment and solicit the business of Bank's customers, and that it is reasonable to protect the Bank against competitive activities by ExecutiveDirectors. The Executive covenants and agrees, in recognition agrees that for a period of the foregoing and in consideration of the mutual promises contained herein, that in the event of one year subsequent to a voluntary termination of employment by Executive pursuant to Section 5(iii), or upon expiration of this Agreement by the Executive, other than as a result of Executive's election not to continue automatic annual renewalsa “constructive termination” as defined in Paragraph 17, the Executive shall not accept employment directly or indirectly engage in La Crossecompetition with the Company or the Bank, Dane within Oakland County (herein after referred to as the “post voluntary termination non compete area”) and the Executive will not on his own behalf, or St. Croix counties with as another’s agent, employee, partner, shareholder or otherwise, engage, within the post voluntary termination non compete area in any Significant Competitor of the Bank for a period same or similar duties and/or responsibilities required by the Executive’s positions with the Company or the Bank. The Executive acknowledges and agrees that the rights provided by this Paragraph to the Company are cumulative with other rights granted the Company under this Agreement. The Company covenants and agrees that if it chooses to enforce the provisions of eighteen this Paragraph, the Executive shall be entitled to payment of $140,000.00 or the equivalent of the Executive’s then current annual salary, whichever is greater, less statutory payroll deductions, payable in twenty-four (1824) months following such terminationequal disbursements in accordance with the Company’s ordinary payroll policies and procedures, beginning with the first payroll after the termination becomes effective. For purposes If the Company believes, in good faith after consultation with its counsel, that Executive is in violation or breach of this Agreement, the term Significant Competitor means any financial institution Company may refuse to make further non-compete payments under this Paragraph 12 and may seek full restitution of all non-compete payments previously paid by the Company to Executive up to and including the date of such violation or breach by Executive. The Executive also acknowledges and agrees that in exchange for the non competition agreement set forth in this Paragraph, the Executive will receive substantial, valuable consideration including, but not limited to, any commercial bank, savings bank, savings and loan association, credit union, or mortgage banking corporation which, at the time of termination of Executive's employment or during the period of this covenant not to compete, : (i) maintains a homeconfidential trade secret and proprietary information relating to the identity and special needs of the Company’s and Bank’s current and prospective customers, branch or other office in any of said countiesthe Company’s and Bank’s current and prospective services, or the Company’s and Bank’s business projections and market studies, the Company’s and Bank’s business plans and strategies, the Company’s and Bank’s studies and information concerning special services unique to the Company and the Bank; (ii) has originated within any of said counties $10,000,000 or more employment; and (iii) compensation and benefits as described in residential mortgage loans during any consecutive twelve (12) month period within the thirty-six (36) months prior to Executive's termination and inclusive of the period covered by this covenantAgreement. Executive acknowledges and agrees that the non-competition provisions restriction set forth herein above is ancillary to an otherwise enforceable agreement and supported by independent valuable consideration as required by law. Executive further acknowledges and agrees that the limitations as to time, geographical area, and scope of activity to be restrained by this Paragraph are reasonable and acceptable to him, and do not impose any greater restraint than is reasonably necessary for to protect the protection goodwill and other business interests of the Bank and are reasonably limited as to (i) the scope of activities affected, (ii) their duration and geographic scope, and (iii) their effect on Executive Company and the publicBank. In Executive acknowledges and agrees that the event primary purpose of the restrictive covenants contained herein is to protect the proprietary information and goodwill of the Company and the Bank. Executive violates acknowledges and agrees that if, at some later date, a court of competent jurisdiction determines that the non-competition provisions agreement set forth herein, Bank shall be entitled, in addition to its other legal remedies, to enjoin this Paragraph does not meet the employment of Executive with any Significant Competitor for the period criteria set forth hereinby law, this paragraph may be reformed by the court and enforced to the maximum extent permitted under the laws of the State of Michigan. If Executive violates this covenant and the Bank brings legal action for injunctive or other relief, the Bank shall not, as a result is found to have violated any of the time involved in obtaining such relief, be deprived provisions of the benefit non competition covenants contained herein, Executive agrees that the restrictive period of each covenant so violated shall be extended by a period of time equal to the full period of such violation by Executive. It is the intent of this Paragraph that the running of the restrictive covenant. Accordingly, the period of any covenant shall be deemed to have the duration specified herein, computed from the date such relief is granted, but reduced by tolled during any period between commencement of violation of such covenant so that the period Company may obtain the full and the date of the first violation. In addition to such other relief as reasonable protection for which it contracted and so that Executive may be awarded, if the Bank is the prevailing party it shall be entitled to reimbursement for all reasonable costs, including attorneys' fees, incurred in enforcing its rights hereundernot profit by breach thereof.

Noncompetition. Executive acknowledges that The "Noncompete Period" shall be the development of personal contacts and relationships is an essential element Term plus the one (1) year period immediately following termination of the BankExecutive's business, that employment with the Bank has invested considerable time and money in his development of such contacts and relationships, that the Bank could suffer irreparable harm if he were to leave employment and solicit the business of Bank's customers, and that it is reasonable to protect the Bank against competitive activities by Executive. Executive covenants and agrees, in recognition Company irrespective of the foregoing and in reason for, or circumstances surrounding, such termination. In consideration of for the mutual promises contained herein, that in compensation payable to the event of a voluntary termination of employment by Executive pursuant to Section 5(iiithis Agreement, including without limitation the stock options and Restricted Stock Units granted to the Executive hereunder, during the Noncompete Period, the Executive will not directly, or indirectly, whether as an officer, director, stockholder, partner, proprietor, associate, employee, consultant, representative or otherwise, become, or be interested in or associated with any other person, corporation, firm, partnership or entity, engaged to a significant degree in (x) developing, manufacturing, marketing or selling enzymes, protein-based biopharmaceuticals or other pharmaceuticals that are modified using polyethylene glycol ("PEG"), (y) developing, marketing or upon expiration selling single-chain antigen-binding proteins or (z) any specific technology or specific area of this Agreement as business in which the Company becomes involved to a result of Executive's election not to continue automatic annual renewals, Executive shall not accept employment in La Crosse, Dane or St. Croix counties with any Significant Competitor of significant degree during the Bank for a period of eighteen (18) months following such terminationTerm. For purposes of the preceding sentence, to determine whether any entity is engaged in such activities to a "significant degree", comparison will be made to the Company's operations at that time. In other words, an entity will be deemed to be engaged in an activity to a significant degree if the number of employees and/or amount of funds devoted by such entity to such activity would be material to the Company's operations at that time. The Executive is hereby prohibited from ever using any of the Company's proprietary information or trade secrets to conduct any business, except for the Company's business while the Executive is employed by the Company as provided in Section 5(b) hereof. The provisions contained in this Agreement, Section 5(a) shall survive the term Significant Competitor means any financial institution including, but not limited to, any commercial bank, savings bank, savings and loan association, credit union, or mortgage banking corporation which, at the time of termination of the Executive's employment pursuant to Section 9 hereof or during the period of this covenant not to compete, (i) maintains a home, branch or other office in any of said counties, or (ii) has originated within any of said counties $10,000,000 or more in residential mortgage loans during any consecutive twelve (12) month period within the thirty-six (36) months prior to Executive's termination and inclusive of the period covered by this covenant. Executive agrees that the non-competition provisions set forth herein are necessary for the protection of the Bank and are reasonably limited as to (i) the scope of activities affected, (ii) their duration and geographic scope, and (iii) their effect on Executive and the publicotherwise. In the event the Executive violates breaches any of the non-competition provisions covenants set forth hereinin this Section 5(a), Bank the running of the period of restriction set forth herein shall be entitled, in addition to its other legal remedies, to enjoin the employment of Executive with any Significant Competitor tolled for the period set forth herein. If Executive violates during which the breach exists and recommence upon the Executive's compliance with the terms of this covenant and the Bank brings legal action for injunctive or other relief, the Bank shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the full period of the restrictive covenant. Accordingly, the covenant shall be deemed to have the duration specified herein, computed from the date such relief is granted, but reduced by any period between commencement of the period and the date of the first violation. In addition to such other relief as may be awarded, if the Bank is the prevailing party it shall be entitled to reimbursement for all reasonable costs, including attorneys' fees, incurred in enforcing its rights hereunderSection 5(a).

Noncompetition. The Executive acknowledges and agrees that the development of personal contacts in consideration and relationships is an essential element as a condition of the Bank's businessExecutive’s promotion by the Company and in exchange for, among other things, the benefits contained in this Agreement, including without limitation the opportunity to receive enhanced post-employment severance benefits, which the Executive acknowledges and agrees is fair and reasonable consideration that is independent from the Bank has invested considerable time and money in his development of such contacts and relationships, that the Bank could suffer irreparable harm if he were to leave employment and solicit the business of Bank's customers, and that it is reasonable to protect the Bank against competitive activities by Executive. Executive covenants and agrees, in recognition continuation of the foregoing and Executive’s employment, during the Restricted Period the Executive will not directly or indirectly, whether as owner, partner, shareholder, director, manager, consultant, agent, employee, co-venturer or otherwise, engage, participate or invest in consideration of the mutual promises contained herein, that any Competing Business anywhere in the event of a voluntary termination of employment by Executive pursuant to Section 5(iii), or upon expiration of this Agreement as a result of Executive's election not to continue automatic annual renewals, Executive shall not accept employment in La Crosse, Dane or St. Croix counties with any Significant Competitor of the Bank for a period of eighteen (18) months following such terminationworld. For purposes hereof, the term “Competing Business” shall mean any entity engaged in the discovery, development or commercialization of gene editing technology for human therapeutics. Notwithstanding anything to the contrary in this Agreement, nothing contained hereinabove or hereinbelow shall be deemed to prohibit the term Significant Competitor means any financial institution including, but not limited to, any commercial bank, savings bank, savings and loan association, credit union, or mortgage banking corporation which, at the time of termination of Executive's employment or during the period of this covenant not to compete, Executive from (i) maintains a homeacquiring, branch solely as an investment, shares of capital stock (or other office in interests) of any corporation (or other entity) not exceeding 2% of said countiessuch corporation’s (or other entity’s) then outstanding shares of capital stock (or equity interest), or (ii) has originated within any working for a line of said counties $10,000,000 business, division or more unit of a larger entity that competes with the Company as long as the Executive’s activities for such line of business, division or unit do not involve work by the Executive on matters that are directly competitive with the Company’s business. Notwithstanding the foregoing, this Section 7(c) shall not be enforceable during the post-employment portion of the Restricted Period if the Executive is terminated by the Company without Cause, is laid off from employment or if the Company elects to waive the restrictions set forth in residential mortgage loans this Section 7(c). If Section 7(c) is enforced during any consecutive twelve (12) month period the post-employment portion of the Restricted Period, the Company shall pay the Executive at the rate of 50% of the highest annualized base salary paid to the Executive within the thirtytwo year period preceding the last day of Executive’s employment (the “Garden Leave Pay”) during the post-six (36) months prior to Executive's termination and inclusive employment portion of the period covered by Restricted Period. During the Restricted Period Executive will promptly (and immediately upon request) notify the Company of any change in address and each subsequent employer or business activity including the name and address of employer or other post-Company plans and the nature of Executive’s activities. The Company’s election not to provide post-employment Garden Leave Pay shall be deemed a waiver of Executive’s post-employment noncompetition obligations under this covenantSection 7(c). In no event will Garden Leave Pay be duplicative of other pay and the Executive agrees that the non-competition provisions set forth herein are necessary for the protection of the Bank any Garden Leave Pay received pursuant to this Section 7(c) shall reduce (and are reasonably limited as to (i) the scope of activities affected, (ii) their duration and geographic scope, and (iii) their effect on Executive and the public. In the event Executive violates the non-competition provisions set forth herein, Bank shall not be entitled, in addition to its to) any other legal remedies, to enjoin pay that the employment of Executive with any Significant Competitor for the period set forth herein. If Executive violates this covenant and the Bank brings legal action for injunctive or other relief, the Bank shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the full period of the restrictive covenant. Accordingly, the covenant shall be deemed to have the duration specified herein, computed from the date such relief is granted, but reduced by any period between commencement of the period and the date of the first violation. In addition to such other relief as may be awarded, if the Bank is the prevailing party it shall be entitled to reimbursement for all reasonable costs, including attorneys' fees, incurred receive during the post-employment portion of the Restricted Period. The Executive acknowledges having been advised by the Company of the right to consult with counsel regarding the noncompetition restrictions contained in enforcing its rights hereunderthis Section 7(c) prior to executing this Agreement.

Noncompetition. Executive acknowledges that the development of personal contacts and relationships is an essential element of the Bank's business, that the Bank has invested considerable time and money in his development of such contacts and relationships, that the Bank could suffer irreparable harm if he were to leave employment and solicit the business of Bank's customers, and that it is reasonable to protect the Bank against competitive activities by Executive. Executive covenants and agrees, in recognition of the foregoing and in consideration of the mutual promises contained herein, that in the event of a voluntary termination of employment by Executive pursuant to Section 5(iii), or upon expiration of this Agreement as As a result of Executive's election not to continue automatic annual renewals, Executive shall not accept his employment in La Crosse, Dane or St. Croix counties with any Significant Competitor the Employer and his knowledge of the Bank for a period of eighteen (18) months following such termination. For purposes of this AgreementEmployer’s business, customer relationships and/or know-how, the term Significant Competitor means any financial institution including, but not limited to, any commercial bank, savings bank, savings and loan association, credit union, or mortgage banking corporation which, at the time of termination of Executive's employment or during the period of this covenant not to compete, (i) maintains a home, branch or other office in any of said counties, or (ii) has originated within any of said counties $10,000,000 or more in residential mortgage loans during any consecutive twelve (12) month period within the thirty-six (36) months prior to Executive's termination and inclusive of the period covered by this covenant. Executive agrees that he will not, during his employment with the non-competition provisions set forth herein are necessary for Employer, without the protection prior written consent of the Bank and are reasonably limited as Employer, enter into any competitive business, employment or endeavor or in any way to enter the employ of, consult for, or own, directly or indirectly, any interests in any person or entity engaged in any business in which the Employer or any of its subsidiaries is engaged, or otherwise compete, directly or indirectly, with the Employer or any of its subsidiaries in any manner (i) the scope of activities affected, (ii) their duration and geographic scope, and (iii) their effect on Executive and the public“Competitive Activity”). In the event Executive violates the non-competition provisions set forth herein, Bank shall be entitled, in addition to its other legal remedies, to enjoin the employment of Executive with any Significant Competitor for the period set forth herein. If Executive violates this covenant and the Bank brings legal action for injunctive or other relief, the Bank shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the full period of the restrictive covenant. Accordingly, the covenant The Competitive Activity shall be deemed to have be exclusively related to Employer’s recent change of business plan to make first lien Corporate Loans to middle market companies as set forth in Employer’s SEC Form 10-K on September 29, 2008 (the duration specified herein“Corporate Loan Strategy”). The Competitive Activity shall not be considered to be related to Employer’s existing diversified business loan portfolio which is presently in the process of being wound down and liquidated. As such, computed from the date such relief Executive shall be permitted to invest in, work for, consult for or organize any business enterprise that engages in real estate mortgages or secured or unsecured business lending that is granted, but reduced by any period between commencement of the period and the date of the first violationnot competitive with Employer’s Corporate Loan Strategy. In addition to such other relief as may be awarded, if the Bank is the prevailing party it Executive shall also be entitled to reimbursement for all reasonable costsserve on the Board of Directors of any company that is not in the business of competing with Employer’s Corporate Loan Strategy. In addition, including attorneys' feesthere shall be no restrictions on Executive’s ability to practice law or represent any client in Executive’s capacity as an Attorney at Law. Notwithstanding the forgoing, incurred in enforcing its rights hereunderExecutive specifically acknowledges and agrees that he is bound by the Loan Purchase Agreement dated July 16, 2008 by and among the Employer, Medallion Financial Corp. and Medallion Bank (the “MFC Agreement”) and a breach of the MFC Agreement by Executive shall constitute a breach of this Section 8. The obligations of Executive hereunder with respect to the MFC Agreement shall survive the expiration or termination of this Agreement.

Noncompetition. Executive acknowledges that the development of personal contacts and relationships is an essential element of the Bank's businessand Company's businesses, that the Bank has they have invested considerable time and money in his development of such contacts and relationships, that the Bank they could suffer irreparable harm if he were to leave employment and solicit the business of the Bank's customers, and that it is reasonable to protect the Bank and Company against competitive activities by Executive. Executive covenants and agrees, in recognition of the foregoing and in consideration of the mutual promises contained herein, that in the event of a voluntary termination of employment by Executive pursuant to Section 5(iii), or upon expiration of this Agreement as a result of Executive's election not to continue automatic annual renewals, Executive shall not accept employment in La Crosse, Dane or St. Croix counties with any Significant Competitor of the Bank for a period of eighteen (18) months following such terminationtermination in any county in which the Bank both (i) has deposits of $50,000,000 or more, and (ii) has originated mortgage loans of $100,000,000 or more during any consecutive twelve (12) month period within the past twenty-four (24) months. For purposes of this Agreement, the term Significant Competitor means any financial institution including, but not limited to, any commercial bank, savings bank, savings and loan association, credit union, or mortgage banking corporation which, at the time of termination of Executive's employment or during the period of this covenant not to compete, (i) maintains a home, branch or other office in any of said counties, or (ii) has originated within any of said counties $10,000,000 or more in residential mortgage loans during any consecutive twelve (12) month period within the thirty-six (36) months prior to Executive's termination and inclusive of the period covered by this covenantcorporation. Executive agrees that the non-competition provisions set forth herein are necessary for the protection of the Bank and Company and are reasonably limited as to (i) the scope of activities affected, (ii) their duration and geographic scope, and (iii) their effect on Executive and the public. In the event Executive violates the non-competition provisions set forth herein, Bank and Company shall be entitled, in addition to its other legal remedies, to enjoin the employment of Executive with any Significant Competitor for the period set forth herein. If Executive violates this covenant and the Bank or Company brings legal action for injunctive or other relief, the Bank and Company shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the full period of the restrictive covenant. Accordingly, the covenant shall be deemed to have the duration specified herein, computed from the date such relief is granted, but reduced by any period between commencement of the period and the date of the first violation. In addition to such other relief as may be awarded, if the Bank and/or Company is the prevailing party it shall be entitled to reimbursement for all reasonable costs, including attorneys' fees, incurred in enforcing its rights hereunder.