Covenant Not to Compete. Seller hereby covenants and agrees that neither Seller nor its affiliates, nor any of their successors or assigns, shall seek or accept any customers for regulated wastewater services in the State of Delaware for a period of ten years following the date of Closing.

Covenant Not to Compete. During the Restricted Period, Employee shall not, within the geographic areas composed of the circles surrounding the Bank’s then existing banking offices, with each circle having the applicable banking office as its center point and a radius of 25 miles (the “Territory”), directly or indirectly, in any capacity, render services, or engage or have a financial interest in, any business that shall be competitive with any of those business activities in which Bancorp or any of Bancorp’s subsidiaries or affiliates (the “Bank Group”) is engaged as of the date of this Agreement, which business activities include, but are not limited to, the provision of banking services (collectively, the “Business”); provided, however, that Employee’s ownership of less than five percent (5%) of the outstanding securities of any entity engaged in the Business that has a class of securities listed on a securities exchange or qualified for quotation on any over-the-counter market shall not be a violation of the foregoing. For purposes of this Agreement, “Restricted Period” shall mean the period of one (1) year after Employee’s Date of Termination.

Executive hereby acknowledges and recognizes the highly competitive nature of the business of Penns Woods, and its subsidiaries and affiliates, and accordingly agrees that, during and for the applicable period set forth in [Section 7(c)], Executive shall not:

Covenant Not to Compete. I agree that during the course of my employment and for twelve (12) months following the termination of my relationship with Company by either party for any reason, I will not , directly or indirectly, as a partner, employee, officer, director, agent, investor, owner, consultant or otherwise, solicit, perform or provide, or attempt to perform or

and technologies during Term, including, but not limited to products or services involving aerogels and related materials science and technologies as well as any areas the Company develops an intention to engage during the Term.

If Executive’s employment is terminated for the reasons set forth in Section 4(a) hereof, and such termination occurs prior to the end of the Executive’s term of employment under this Agreement, Executive agrees that, for a period of one (1) year following the effective date of his termination under Section 4(a), Executive shall not, without the written consent of the Board, become an officer, employee, consultant, director, independent contractor, agent, sole proprietor, partner or trustee of any bank or bank holding company, savings bank, savings and loan association, savings and loan holding company, any mortgage or loan broker or any other entity competing with the Employer or its affiliates, if such position entails working within (or providing services within) the Atlanta metropolitan statistical area.

Covenant Not To Compete. At all times during Executive’s employment with McDonald’s and for a period of eighteen (18) months following Executive’s termination for any reason, whether with or without cause, at the option of McDonald’s or Executive, and/or with or without notice, Executive agrees and covenants that: # Executive shall not either directly or indirectly, alone or in conjunction with any other party or entity, perform any services, work or consulting for one or more Competitive Companies anywhere in the world. "Competitive Companies" shall mean any company in the ready-to-eat restaurant industry that competes with the business of [[McDonald's:Organization]], including any business in which [[McDonald's:Organization]] engaged during the term of Executive's employment and any business that [[McDonald's:Organization]] was actively considering conducting at the time of the Executive's termination of employment. Examples of Competitive Companies include, but are not limited to: YUM Brands, Inc. (including but not limited to Taco Bell, Pizza Hut and Kentucky Fried Chicken and all of YUM Brands, Inc.’s subsidiaries), Quick Service Restaurant Holdings (and all of its brands and subsidiaries), Burger King/Hungry Jacks, Wendy’s, Culver’s, In-N-Out Burger, Sonic, Hardee’s, Checker’s, Arby’s, Long John Silver’s, Jack-in-the-Box, Popeye’s Chicken, Chick-fil-A, Domino’s Pizza, Chipotle, Q-doba, Panera Bread, Papa John’s, Potbelly, Subway, Quiznos, Dunkin’ Brands, Seven-Eleven, Tim Horton’s, Starbucks, Jamba Juice, BoJangle’s, WaWa, Five Guys, Denny’s and their respective organizations, partnerships, ventures, sister companies, franchisees, affiliates or any organization in which they have an interest and which are involved in the ready-to-eat restaurant industry anywhere in the world, or which otherwise compete with [[McDonald's:Organization]]. Executive agrees to consult with the Executive Vice President of Human Resources, or his/her successor, for clarification as to whether or not McDonald’s views a prospective employer, consulting client or other business relationship of the Executive in the ready-to-eat industry not listed above as a Competitive Company; and # Executive shall not perform or provide, or assist any third party in performing or providing, Competitive Services anywhere in the world, whether directly or indirectly, as an employer, officer, director, owner, employee, partner or otherwise, of any person, entity, business, or enterprise. For the purposes of this restriction, “Competitive Services” means the design, development, manufacture, marketing or sale of a product, product line or service that competes with any product, product line or service of McDonald’s as they presently exist or as may be in existence or development on Executive’s termination date.

In consideration of his employment with the Company, Employee covenants and agrees that for a period commencing on the date of separation from employment for any reason, and ending twelve (12) months thereafter, Employee will not directly or indirectly:

Non-Disclosure. The Executive covenants and agrees that Executive will not at any time, either during the Term or thereafter, use, disclose or make accessible to any other person, firm, partnership, corporation or any other entity any Confidential and Proprietary Information (as defined herein), other than to # Executive’s attorney or spouse in confidence, # while employed by the Company, in the business and for the benefit of the Company, or # when required to do so by a court of competent jurisdiction, any government agency having supervisory authority over the business of the Executive or the Company or any administrative body or legislative body, including a committee thereof, with jurisdiction.

Non-Disclosure. Each party agrees that during the term of this OEM Agreement and for a period of five (5) years thereafter, it will treat as confidential all Confidential Information of the other party, will not use such Confidential Information except as expressly set forth herein or otherwise authorized in writing, will implement reasonable procedures to prohibit the disclosure, duplication, misuse or removal of the other party’s Confidential Information and will not disclose such Confidential information to any third party except as may be necessary and required in connection with the rights and obligations of such party under this OEM Agreement, and subject to confidentiality obligations at least as protective as those set forth herein. Without limiting the foregoing, each party will use at least the same procedures and degree of care that it uses to prevent the disclosure of its own confidential information of like importance to prevent the disclosure of Confidential Information disclosed to it by the other party under this OEM Agreement, but in no event less than reasonable care.

Non-disclosure. Either Party may from time to time provide to the other Party certain advice, technical information, know-how and other proprietary data and information with respect to Products or the use or configuration thereof. Inasmuch as various of these materials and advice (all of which will herein be referred to as the “Confidential Information”) contain confidential information and trade secrets, it is hereby agreed that any Confidential Information that one Party discloses to the other is valuable, proprietary property belonging to the disclosing Party, and the receiving Party agrees that it will neither use nor disclose to any third party (except in the performance of its duties hereunder) any Confidential Information, except on prior written consent of the other Party.

Non-Disclosure. You will comply with the obligations contained in the Anadarko Code of Business Conduct and Ethics that continue after termination of employment to not disclose or utilize certain confidential information of ​ and its affiliates as specified therein. As an officer of ​, the law imposes upon you a duty to safeguard and protect confidential information of ​ and its affiliates. Except as expressly permitted by this Award Agreement and without limiting the foregoing, you shall not use for your own benefit or the benefit of any person or entity (other than ​ and its affiliates), or disclose to any person or entity (other than ​ and its affiliates), any information relating to confidential information of ​ or its affiliates made, developed or acquired by or disclosed to you, individually or in conjunction with others, during your employment with ​ or its affiliates (whether during business hours or otherwise and whether on ​’s premises or otherwise). The non-disclosure requirements set forth in this paragraph # are subject to the provisions of paragraph # (“Disclosures”) below.

Non-Disclosure. Confidential Information (as defined below) shall be held by each Party in the strictest confidence and shall not, without the prior written consent of the other Party, be disclosed to any person other than as necessary to provide its services and consummation of the such transaction., such as disclosure to attorneys, accountants and potential financing providers involved in such transaction. The Parties further acknowledge that any such Confidential information as is acquired and used by a Party or its affiliates is a special, valuable and unique asset. Neither Party shall, except in connection with and as required by his performance of its duties under this Agreement, for any reason, use for its own benefit or the "benefit of any person or entity with which it may be associated or disclose any such Confidential information to any person, firm, corporation, association or other entity for any reason or purpose whatsoever without the prior written consent of the Disclosing Party. “Confidential Information" as used herein, means any information received by either Party from any other person or entity which relates to the business of the CBDG or MCOA, including but not limited to, technology, business practices, trade secrets, processes, policies, procedures, techniques, technical information, financing contacts, investors, contractors, specifications, information data, the identity and special needs of customers or potential customers, databases, data, systems, methods of operation, client or customer lists, solicitation leads, marketing or advertising materials.

Non-Disclosure. Prior to and in connection with this Agreement, the Executive has learned and will continue to learn trade secrets and confidential information of Company, including but not limited to # financial information, # business methods and techniques, including but not limited to, sales methods, prospecting methods, methods of presentation, programs and other materials used or to be used by the Company in managing, marketing or furthering its business, # insured’s and agent’s names, addresses and other contact information, # all other information about the Company’s business that is not known to the public and gives the Company an opportunity to obtain an advantage over competitors (“Confidential Information”). The Executive acknowledges that Company has invested substantial sums in the development of its Confidential Information.

Except as otherwise expressly or impliedly provided for herein, Assignor agrees that it, and its successors and assigns, shall not from the date hereof, manufacture, distribute or represent for sale or distribution any current or future coatings products that, by any reasonable measure, compete, directly or indirectly, with the Subject IP in the HVAC/R Market nor manufacture a coating with the identical formulation as the Subject IP. For purposes of clarity, Assignee acknowledges that the current formulations of coatings manufactured, distributed and represented for sale in non-HVAC/R applications, known as “ECT-1090, ECT-1091 and ECT-1590” are not the identical formulations as the Subject IP.

Non-Compete Provisions. IMPORTANT: The following covenants are made by Awardee in exchange for good and valuable consideration, including but not limited to the opportunity to receive the Units as set forth more fully above. Such covenants were material inducements to the Company in deciding to invest in Awardee, to award said Units, and in entering into this Agreement. Awardee understands that a violation of this Section may result in, among other things, forfeiture of Units/Acquired Shares and/or repayment to the Company of the value thereof. For purposes of this Section 17, references to the “Company” shall include any and all affiliates of the Company with which Awardee was employed during the relevant time period(s); and the termination date of Awardee’s employment shall be the date Awardee is no longer employed by the Company or any of its affiliates.

Covenant Not to Sue. Each Releasing Party hereby absolutely, unconditionally and irrevocably covenants and agrees with and in favor of each Releasee that it will not sue (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by any Releasing Party pursuant to [Section 8.6] above. If any Releasing Party violates the foregoing covenant, each Loan Party, for itself and its successors and assigns, and its present and former members, managers, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives and other representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys' fees and costs incurred by any Releasee as a result of such violation.

Covenant Not to Sue. A “covenant not to sue” is a promise not to sue in court. This covenant differs from a general release of claims in that, besides waiving and releasing the claims covered by this Release, You represent and warrant that You have not filed, and agree that You will not file, or cause to be filed or maintained, any judicial, administrative agency, arbitration or other alternative dispute resolution complaint, claim, or lawsuit, or any complaint or claim with ​’s internal complaint process, involving any claims You have released in this Release, and You agree to withdraw any such complaints, claims or lawsuits You have filed, or were filed on your behalf, prior to the Release Signature Date. You agree if You breach this covenant, then You must pay the legal expenses incurred by any Releasee in defending against your claim, complaint or lawsuit, including reasonable attorneys’ fees, or, at ​’s option, return everything paid to You under this Release. In that event, ​ shall be excused from making any further payments or continuing any other benefits otherwise owed to You under Section 2 of this Release. Furthermore, You give up all rights to individual damages in connection with any administrative or court proceeding with respect to Your employment with or termination of employment from, ​. You also agree that if You are awarded money damages, You will assign Your right and interest to such money damages # in connection with an administrative charge, to the relevant administrative agency; and # in connection with a lawsuit or demand for arbitration, to ​.