During Employment. You will devote one hundred percent (100%) of your full business time, attention, energy, and effort to the business affairs of the Employer and the Company. Except with the prior written consent of the Employer, during your employment with the Company or the Employer, you shall not, individually or jointly with others, directly or indirectly, whether for your own account or for that of any other person or entity, engage in or own or hold any ownership interest in any person or entity engaged in a full service restaurant business, and you shall not act as an officer, director, employee, partner, independent contractor, consultant, principal, agent, proprietor or in any other capacity for, nor lend any assistance (financial or otherwise) or cooperation to, any such person or entity. You shall not serve on the board of directors or advisory committee of any other company without the prior written consent of the Employer, which consent shall not be unreasonably withheld.

During Employment. During Employee’s employment hereunder, Employee shall not engage, directly or indirectly, as an employee, officer, director, partner, manager, consultant, agent, owner (other than a minority shareholder or other equity interest of not more than 1% of a company whose equity interests are publicly traded on a nationally recognized stock exchange or over-the-counter) or in any other capacity, in any competition with the Company or any of its subsidiaries.

Activity During Employment. If, prior to termination of the Key Employee’s employment with the Company or during the one-year period following termination of the Key Employee’s employment with the Company, the Company becomes aware that, prior to termination, the Key Employee had engaged in Detrimental Activity, then the Committee in its sole discretion, for purposes of this Agreement, may characterize or recharacterize termination of the Key Employee’s employment as a termination to which this Section 4 applies and may determine or redetermine the date of such termination, and the Key Employee’s rights with respect to the Grant shall be determined in accordance with the Committee’s determination.

During Employment Term. Employee agrees that during the Employment Term, he will devote such business time, attention and energies reasonably necessary [[Organization A:Organization]] diligent and faithful performance of the services [[Organization A:Organization]] and its respective affiliates, and he will not engage in any way whatsoever, directly or indirectly, in any business that is a competitor with the Company's or its respective affiliates' principal business, that is a reasonably anticipated extension of their principal business, or that is engaged in the research or development of a product that will compete with the Company’s or its respective affiliates’ principal business, nor solicit customers, suppliers or employees of the Company or its respective affiliates on behalf of, or in any other manner work for or assist any business which is a direct competitor with the Company's or its respective affiliates' principal business. In addition, during the Employment Term, Employee will undertake no planning for or organization of any business activity competitive with the work he performs as an employee of the Company, and Employee will not combine or conspire with any other employee of the Company or any other person for the purpose of organizing such competitive business activity.

Compensation and Benefits During Employment. ​ will provide the following compensation and benefits to Executive:

Notwithstanding Executive’s change in position on the Transition Date, during the Transition Period, Executive will continue to be eligible for the same compensation and benefits to which he would have been eligible as Executive Vice President and Chief Financial Officer of Southern, including a base salary at the rate in effect for Executive on the date hereof. For the avoidance of doubt, notwithstanding Executive’s termination of employment effective as of the Separation Date, Executive will be eligible to receive any payout earned with respect to 2021 under the annual cash incentive program in which Executive currently participates based on actual performance for the full performance period (with any personal objectives deemed achieved at no less than 100% of target performance and otherwise consistent with goal funding for the annual cash incentive program), subject to and in accordance with the terms of the applicable annual incentive program (the “Annual Incentive Payment”). For the avoidance of doubt, and subject to the terms and conditions of the applicable plan documents and any award agreements, Executive is currently retiree eligible with respect to # his outstanding Company PSUs and RSUs and # his respective accrued benefits and accounts under the Company’s tax-qualified and non-qualified defined benefit and defined contribution plans and nothing hereunder is intended to affect his entitlements thereunder on or following the Separation Date. Executive may participate in the Company’s retiree medical plan in accordance with the terms of such plan if he timely makes an election to do so in accordance with the terms thereof.

Death During Active Service. If the Participant dies while in active service of the Bank, the Bank shall pay to the participant’s beneficiary the benefit described in this Section 4.3.

Death During Severance Period. If you die during the Severance Period, any Benefits remaining to be paid to you shall be paid to the beneficiary designated by you to receive those Benefits (or in the absence of designation, to your surviving spouse or next of kin).

Notwithstanding anything contained in this Lease to the contrary, but subject to paragraph # below, in the event that Tenant receives payments in the nature of rent from any subtenant of the Premises with respect to such subtenant’s occupancy of the Premises during the Abatement Period, net of the reasonable, out-of-pocket expenses which Tenant reasonably incurred in connection with procurement of such sublease, amortized on a straight-line basis over the initial term of such sublease (“Abatement Period Sublease Rent”), then Tenant shall pay to Landlord, as additional rent, an amount (each such amount, an “Abatement Period Sublease Payment”) equal to seventy five percent (75%) of the Abatement Period Sublease Rent. Tenant shall pay to Landlord any Abatement Period Sublease Payment within fifteen (15) business days after each date that Tenant receives any installment of Abatement Period Sublease Rent from a subtenant, (and, if there are any such payment(s) received by Tenant under or in connection with the sublease other than a monthly payment which are “disguised”, rental payments as described in [Section 7.4] hereof, such payment(s) shall be included in the Abatement Period Sublease Payment as if payable in equal monthly installments over the term of such sublease). No payments to Tenant shall be deemed to be “disguised” Abatement Period Sublease Rent for purposes of the foregoing where Tenant receives an amount which does not exceed fair market value for furniture, fixtures or other items or services in question. Acceptance by Landlord of any Abatement Period Sublease Payment shall not be deemed to constitute approval by Landlord of any sublease, nor shall such acceptance waive any rights of Landlord hereunder. Landlord shall, upon reasonable prior written notice have the right to inspect and audit Tenant’s books and records relating to any sublease, but solely for the limited purpose of verifying the amounts which could reasonably be expected to be due hereunder, and subject to Landlord executing a commercially reasonable confidentiality agreement.

Employment. This Award Agreement does not confer upon Executive any right to continue in employment, nor shall it, except during the period specified in the preceding sentence, restrict Executive’s right to terminate employment at any time.