Delivery of Non-Competition and Release Agreement. The payment of Severance Benefits is conditioned on the Executive’s timely execution, delivery and non-revocation of the Non-Competition and Release Agreement. The Company will deliver the Non-Competition and Release Agreement when it provides a Notice of Termination to the Executive. The Non-Competition and Release Agreement becomes effective on the eighth day after the Executive executes it, provided that the Executive does not revoke it in the seven days after execution (“Release Effective Date”). In all cases, the Release Effective Date must be no later than the 60th day following the Effective Date of Termination (the “Release Deadline Date”). If the Release Effective Date is not before the Release Deadline Date, the Executive shall forfeit any right to Severance Benefits. In no event shall any Severance Benefits be paid or provided before the Non-Competition and Release Agreement becomes effective and irrevocable.

Solely for purposes of this Section 12, the following terms shall have the meanings set forth below:

Delivery of Non-Competition and Release Agreement. The payment of Severance Benefits is conditioned on the Executive’s timely execution of the Non-Competition and Release Agreement. The Company will deliver the Non-Competition and Release Agreement when it provides a Notice of Termination to the Executive or promptly following the Company’s receipt of a Notice of Termination from the Executive. The Non-Competition and Release Agreement shall be deemed effective upon the expiration of the required waiting periods under applicable state and/or federal laws as more specifically described therein.

Execution and Delivery of Release; Restrictive Covenants. The Company shall not be required to make the payments and provide the benefits under Section 4(c) (other than the Other Accrued Compensation and Benefits) unless # the Executive executes and delivers to the Company, within sixty (60) days following the Executive’s termination of employment, a general waiver and release of claims and the release has become effective and irrevocable in its entirety, and # the Executive remains in material compliance with the Confidentiality, Non-Competition and Intellectual Property Agreement attached hereto as [Exhibit A] (the “Non-Competition Agreement”). The Executive’s failure or refusal to sign the release (or the revocation of such release in accordance with applicable laws) or the Executive’s failure to comply with the Non-Competition Agreement shall result in the forfeiture of the payments and benefits payable under Section 4(c).

NON-COMPETITION AGREEMENT. For a period ending six (6) months from the termination of Employee’s employment with the Company for any reason, Employee hereby agrees that he will not, directly or indirectly render any services as an officer, director, employee, agent, consultant or in any other capacity to, or own any interest (other than an interest of less than five percent (5%) of the stock or a publicly held company), as an individual owner, stockholder, partner or in any other manner in any person, firm, corporation, partnership or other entity which is a competitive business (“Competitive Business”) in any standard metropolitan statistical area in which the Company has customers or participating providers or has a Certificate of Authority to do business at the time of such termination.

You agree that during employment with the Company, and for a period of one (1) year following your departure from the Company, you will not (directly or indirectly, in association with others or otherwise) engage in any activity which is the same and/or substantially the same as or competitive with the Business (as defined below) including, without limitation, engagement as an officer, director, proprietor, employee, partner, manager, member, investor (other than as a holder of less than 2% of the outstanding capital stock of a publicly traded corporation), guarantor, consultant, advisor, agent, sales representative or other participant, in any market in which the Company conducts its Business. For purposes of these Standard Terms and Conditions, the term “Business” means the transportation of goods in interstate commerce and related services in or through or for any state in which the Company or any of its affiliates provides such services directly or indirectly and any other activity that supports such operations including by the way of example but not limitation, marketing, information systems, logistics, technology development or implementation, terminal services and any other activity of the Company or any of its affiliates. This Section 13 is not intended to prevent you from engaging in any activity that is not substantially the same as or competitive with the Company’s Business.

Non-Competition Agreement. Each Participant to whom an Award is granted under this Plan may be required to agree in writing as a condition to the granting of such Award not to engage in conduct in competition with the Company or any of its subsidiaries for a period after the termination of such Participant’s employment with the Company and its subsidiaries as determined by the Committee.

Form of Benefit. Provided a Release and Non-Competition Agreement has been delivered by the Eligible Employee and not revoked in accordance with the terms of such Release and Non-Competition Agreement, and subject to Section 5.13 of the Plan and continued compliance with the restrictive covenants set forth in the Release and Non-Competition Agreement, the Severance Benefits hereunder shall commence, and the applicable Cash Severance Amount under Section 3.1 of the Plan shall be paid, on the first day of the payroll period immediately following both # the Termination Date and # the date on which the Release and Non-Competition Agreement becomes effective and non-revocable (the “Payment

Non-Competition. For $10 and other good and valuable consideration which Executive acknowledges the receipt and sufficiency of, Executive agrees to # devote substantially all of Executive’s business time, energy and efforts to the business of the Company (except as specifically provided for in Section ‎1.4 below), # to use Executive’s best efforts and abilities faithfully and diligently to promote the business interests of the Company and # to comply with the other terms and conditions of this Section ‎1.3. For so long as Executive is employed hereunder, and for a period of twelve (12) months thereafter (the “Non-Compete Period”), Executive (whether by himself, through his employers or employees or agents or otherwise, and whether on his own behalf or on behalf of any other Person) shall not, directly or indirectly, either as an employee, employer, consultant, agent, investor, principal, partner, stockholder (except as the holder of less than 1% of the issued and outstanding stock of a publicly held corporation), own, manage, operate, control, be employed by, act as an officer, director, agent or consultant for, or be in any other way connected with or provide services or products to or for, any Person in the business of manufacturing, selling, creating, distributing, marketing, producing, undertaking, developing, supplying, or otherwise dealing with or in Restricted Services or Restricted Products in the Restricted Area (the “Post-Employment Non-Competition Requirement”).

Non-Competition Agreement. Executive acknowledges that his services are of a special value to the Company and that he has access to the Company’s and its Affiliates’ trade secrets, Confidential Information and strategic plans of the most valuable nature. Accordingly, Executive agrees that during his employment and for a one-year period following the termination of his employment with the Company, Executive shall not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any manner engage in any business competing with the businesses of the Company or any Designated Affiliate as such businesses existed or were in process of development at such time or at any time during the preceding two-year period. For purposes of this Section 8, the current business of the Company and its Affiliates involves banking and financial services. Executive acknowledges that the Company and its Affiliates currently serve customers throughout the states of Utah and Idaho and agrees not to compete with the Company or any Designated Affiliate, during the one-year period for non-competition, in the states of Utah and Idaho and any other state in which the Company or a Designated Affiliate is doing business, or actively planning to do business, at the time of Executive’s termination of employment, as evidenced by the books and records of the Company and its Designated Affiliates. For purposes of this Section 8, “Designated Affiliate” means an Affiliate for which Executive worked, had responsibility, or had access to confidential information at the time of his termination of employment and at any time during the 2-year period prior to such termination.