Forfeiture: Subject to forfeiture in the event, at any time prior to the first anniversary of the grantee’s Retirement, the grantee violates non-compete covenant with BD.

Non-Disclosure Obligations. Millian acknowledges his obligation to keep confidential, and to not disclose or use (and agree to keep confidential and not disclose or use) any and all non-public information concerning the Company that Millian acquired during the course of Millian’s employment (such as non-public information about the Company’s business affairs, prospects and financial condition), unless such disclosure is made in response to a subpoena, other legal process, valid governmental inquiry or otherwise required by law or is reasonably necessary to exercise Millian’s preserved rights under Section 10. Millian also acknowledges and reaffirms, and agrees to comply with all surviving terms of the Employment Agreement, which remain in full force and effect.

You agree that during your employment and directorship, you have received and had access to Emerson's trade secrets and confidential and proprietary information ("Confidential Information"), which includes or concerns, but is not limited to, attorney/client communications, global strategic communications, information pertaining to strategic planning or other strategy, mergers and acquisitions, corporate technology, intellectual property, customers, pricing, business methods and operations, business policies, procedures, practices and techniques, legal opinions and legal matters, research or development projects or results, sales, finances, products, suppliers, personnel performance and compensation, plans for future development, marketing practices, market participation, market studies, and financial forecasts and budgeting. You agree that disclosure of such Confidential Information would be detrimental to Emerson and agree that at no time following termination of your employment and directorship with Emerson will you directly or indirectly disclose or cause the disclosure of any Confidential Information to any person, firm, corporation, or entity, no matter what the purpose. You further agree that you will not directly or indirectly disclose the terms of this Agreement to any person except as authorized specifically herein.

Non-Disclosure Obligations. Employee shall not, without first obtaining the express written consent of the Chief Executive Officer of the Company (“CEO”) or the Board of Directors of the Company (“Board”), or being compelled to do so by a court of competent jurisdiction or a government entity under compulsion of law, disclose the existence or terms of this Agreement, nor the substance of the negotiations leading to this Agreement, to any other Person; save and except to Employee’s spouse, personal attorney, personal accountants, personal tax preparer, and/or the appropriate taxing authorities (each of whom will then be deemed governed by the non-disclosure agreement herein to the extent permitted by applicable law, and Employee will be responsible for any such improper disclosure by such Persons).

This Non-Disclosure Covenant has no geographic limitation and applies for as long as the Confidential Information is not generally known to the public.

Covenant Not to Solicit Customers. During the Restricted Period, within the Territory Employee shall not, directly or indirectly, individually or on behalf of any other person or entity (other than a member of the Bank Group), offer to provide banking services to any person, partnership, corporation, limited liability company, or other entity who is or was a customer of any member of the Bank Group during any part of the twelve (12) month period immediately prior to the Date of Termination.

Executive agrees that, in consideration for the Monthly Separation Payments, he, for himself, his heirs, executors, administrators, and assigns, hereby releases, waives, and forever discharges ​, its predecessors, successors and assigns, and its present and former officers, directors, managers, members, employees, agents, representatives, trustees, employee benefit plans and programs (and the trustees, administrators, fiduciaries, and insurers of such plans and programs) (“​ Releasees”), from any and all claims or liabilities of whatever kind or nature which he ever had or which he now has, known or unknown, against any and all ​ Releasees that are attributable to or arose during all periods of time occurring on or prior to the Effective Date, including, but not limited to, any claims arising under or pursuant to any employment agreements; claims for bonuses, severance pay, employee or fringe benefits not specifically provided for in Section 2 above; claims based on any state or federal wage, employment, or common laws, statutes, or amendments thereto, including, but not limited to: # any claim under the Employee Retirement Income Security Act, 29 U.S.C. § 1001 et seq., or COBRA; # any race, color, religion, sex, or national origin discrimination claims under Title VII of the 1964 Civil Rights Act, 42 U.S.C. § 2000(e) et seq.; # any claim of disability discrimination under the Americans with Disabilities Act, 42 U.S.C. § 12102 et seq.; # any claim of retaliation or wrongful discharge, # any age discrimination claims under the Age Discrimination in Employment Act, as amended (“ADEA”), 29 U.S.C. § 621 et seq.; # any claim under the Fair Labor Standard Act of 1939 as amended, 29 U.S.C.§ 201 et seq.; or # any claim under the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 701 et seq.; and any other claims related to or arising out of his employment relationship with ​ or the termination thereof whether based on contract, quasi-contract, quantum meruit, implied contract, tort, wrongful or constructive discharge or any other employment-related claim (collectively, the “Released Claims”). Notwithstanding the foregoing, the Released Claims do not include any claims that Executive may have for incentive compensation earned under or pursuant to the ​ Senior Officers Annual Incentive Plan or the ​ Senior Officers Long-Term Incentive Plan for his employment with ​ through the Effective Date.

Payment of any Severance Benefits or Change in Control Benefits under this Plan is contingent upon a Covered Officer’s compliance with the non-compete, non-solicitation, and all other provisions of any Non-Competition and Non-Disclosure Agreement, and each Covered Officer hereby acknowledges and reaffirms that, during the Term and for the period set forth in any Non-Competition and Non-Disclosure Agreement, the Covered Officer shall comply with the terms and conditions set forth in such Non-Competition and Non-Disclosure Agreement.

Shareholder Richard Zhang and any other shareholding employee that is employed by the Company (collectively Shareholding Employees) and other key employees agree to remain employed with the Company for at least 1 year subsequent to the Closing Date, and agree to enter into an employment agreement with Buyer, in which such employment and minimum term of employment shall be considered part of the Purchase Price for the Shares. The Buyer and employees agree to use their best efforts to negotiate employment agreements.

Consulting, Non-Compete and Confidentiality. A Participant’s entitlement, if any, to payout of Performance Share Awards subsequent to termination of employment with Energen and all Subsidiaries shall continue so long as the Participant is in compliance with the following requirements. Failure to comply shall result in forfeiture of all then outstanding Performance Share Awards.