Covenant Not to Compete. The Executive hereby understands and acknowledges that, by virtue of his position with the Bancorp and the Bank, he has obtained advantageous familiarity and personal contacts with Customers and Prospective Customers, wherever located, and the business, operations, and affairs of the Bancorp and the Bank. Accordingly, during the term of this Agreement and, except as provided in subparagraph # of this Section 15, for a period of one (1) year following the termination of his employment with the Bancorp and the Bank (including but not limited to by reason of retirement) (“Restriction Period”), other than a termination of the Executive’s employment with the Bancorp and the Bank following a Change in Control, the Executive shall not, directly or indirectly, except as agreed to by duly adopted resolution of the Bank Board:

Covenant Not to Compete. To the maximum extent permitted under applicable law, during the Restricted Period, Executive shall not, in any manner, directly or indirectly, in the Restricted Territory perform the same or substantially similar job duties that you performed for the Company on behalf of any business, person, firm, corporation, partnership, limited liability company, governmental or private entity, or any other entity of whatever kind, engaged in the Restricted Business.

. For a period of five (5) years from and after the Closing Date, none of the Sellers nor any of their Affiliates shall engage directly or indirectly in the United States, Canada, the European Union, the European Free Trade Association, the United Kingdom and the Caribbean in any business that a Company or the Buyer conducts as of the Closing Date; provided, however, that no owner of less than one percent (1.00%) of the outstanding stock of any publicly traded corporation shall be deemed to engage solely by reason of such ownership in its business[[Parties:Organization]] Notwithstanding the above, If the final judgment of a court of competent jurisdiction or an arbitration panel declares that any term or provision of this Section 6.5 is invalid or unenforceable, the Parties agree that the court or arbitration panel making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration, or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement 25041432.12

Covenant Not to Compete. Executive covenants that during the period of time commencing on the Effective Date through the end of the two-year period following the termination of the Executive’s employment with the Company, or its successor, as applicable (such period, the “Restriction Period”), Executive shall not become an officer, employee, consultant, director, independent contractor, agent, joint venturer, partner or trustee of any savings bank, savings and loan association, savings and loan holding company, credit union, bank or bank holding company, insurance company or agency, any mortgage or loan broker or any other entity that competes with the business of the Company, the Bank (or their successors, including, without limitation, Citizens and FCCB) or any of their direct or indirect subsidiaries or affiliates (“Related Entities”), that has a headquarters or offices within 25 miles of any location(s) in which the Bank, the Company, Citizens and/or FCCB has business operations or has filed an application for regulatory approval to establish an office (the “Restricted Territory”). The Parties hereto, recognizing that irreparable injury will result to the Bank, the Company, Citizens and/or FCCB, and their respective businesses and properties, in the event of Executive’s breach of this Section 2(a) agree that in the event of any such breach by Executive, the Bank, the Company, Citizens and/or FCCB will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive’s partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that Executive’s experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank, the Company, Citizens and/or FCCB, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank, the Company, Citizens and/or FCCB from pursuing any other remedies available to the Bank, the Company, Citizens and/or FCCB for such breach or threatened breach, including the recovery of damages from Executive. As of the Closing, Citizens and the subsidiaries of Citizens will each be a Related Entity for purposes of this Agreement.

Covenant Not to Compete. The Associate covenants and agrees that during his or her employment and for a period of one (1) year following the termination of the Associate’s employment with Benefitfocus (by either party and regardless of the reason for such termination), Associate will not, hold a position based in or with responsibility for all or part of the Restricted Territory (as defined below), with any Competing Business (as defined above) whether as employee, consultant, or otherwise, in which Associate will have duties, or will perform or be expected to perform services for such Competing Business, that is or are the same as or substantially similar to the position held by Associate or those duties or services actually performed by Associate for Benefitfocus within the twelve (12) month period immediately preceding the termination of Associate’s employment with Benefitfocus, or in which Associate will use or disclose or be reasonably expected to use or disclose any confidential or proprietary information of Benefitfocus for the purpose of providing, or attempting to provide, such Competing Business with a competitive advantage with respect to the Business. As used herein, “Restricted Territory” means the United States of America, it being understood that Benefitfocus’ business is nationwide in scope, provided, however, that if a court of competent jurisdiction determines that the foregoing definition is too broad to be enforced under applicable law, then the parties agree that “Restricted Territory” will mean any State, province, or similar political subdivision to which Associate directed, or in which Associate performed, employment-related activities on behalf of Benefitfocus at the time of, or during the twelve (12) month period prior to, the termination of Associate’s employment with Benefitfocus for any reason.

Covenant Not to Compete. During the longer of # a period of two years beginning on the Commencement Date, or # the duration of your employment with the Company plus two years following the termination thereof, you shall not, directly or indirectly (whether as an employer, operator, agent, independent contractor, consultant, owner, director, officer, shareholder, investor, partner (general or limited), joint venturer or any other relationship or relationships similar to any of the foregoing), anywhere in the world, except as specifically provided in this Section 7 below:

Covenant Not to Compete. Executive covenants that during the period of time commencing on the Effective Date through the end of the two-year period following the termination of the Executive’s employment with the Company, or its successor, as applicable (such period, the “Restriction Period”), Executive shall not become an officer, employee, consultant, director, independent contractor, agent, joint venturer, partner or trustee of any savings bank, savings and loan association, savings and loan holding company, credit union, bank or bank holding company, insurance company or agency, any mortgage or loan broker or any other entity that competes with the business of the Company, the Bank (or their successors, including, without limitation, Citizens and FCCB) or any of their direct or indirect subsidiaries or affiliates (“Related Entities”), that has a headquarters or offices within 25 miles of any location(s) in which the Bank, the Company, Citizens and/or FCCB has business operations or has filed an application for regulatory approval to establish an office (the “Restricted Territory”). The Parties hereto, recognizing that irreparable injury will result to the Bank, the Company, Citizens and/or FCCB, and their respective businesses and properties, in the event of Executive’s breach of this Section 2(a) agree that in the event of any such breach by Executive, the Bank, the Company, Citizens and/or FCCB will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive’s partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that Executive’s experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank, the Company, Citizens and/or FCCB, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank, the Company, Citizens and/or FCCB from pursuing any other remedies available to the Bank, the Company, Citizens and/or FCCB for such breach or threatened breach, including the recovery of damages from Executive. As of the Closing, Citizens and the subsidiaries of Citizens will each be a Related Entity for purposes of this Agreement.

Employee will not, directly or indirectly, within the Restricted Geographic Area, be employed by, work for, consult with, or provide services to, any Competing Entity in a Prohibited Capacity.

Covenant Not to Compete. Employee acknowledges and agrees that Company has invested a great deal of time and money in developing relationships with its employees, customers, and “Merchandise Vendors” (as defined below). Employee further acknowledges and agrees that in rendering services to Company, Employee has been, will be and will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, the Company’s employees, and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to others, or to use to Company’s disadvantage.

Covenant Not to Compete. Employee agrees that for a period of one year after the Separation Date, Employee shall not, either directly or indirectly, engage in "competition" (as defined below) within the "geographic region" (as defined below).