Executive agrees that, during the Executive’s employment with the Company and at all times thereafter, the Executive shall not issue, circulate, publish or utter any false or disparaging statements, remarks or rumors about the Company or the customers, employees, directors, managers, officers, products, partners, shareholders or services of the Company; provided, that, nothing herein shall prohibit the Executive from providing truthful testimony if such testimony is required by law.

The Executive Chairperson agrees, at all times during the Term and until the later of three (3) years after the Term expires and the date on which the Designated Holders (defined below) no longer holds equity interests representing at least 30% of the value of the equity interests of the Operating Company (the “Non-disparagement Period”), the Executive Chairperson shall not issue, circulate or publish any false or disparaging statements or remarks about the Company or its products, services, employees, directors, or officers; provided, that, nothing herein shall prohibit the Executive Chairperson from # providing truthful testimony if such testimony is required by law, # making a truthful statement in response to any statement made about the Executive Chairperson in breach of this Section 10, # making statements to other members of the Board or to officers or employees of the Company in the good faith performance of her duties under this Agreement, or # making any normal competitive type statements after the expiration of the Restricted Period that does not otherwise constitute a breach of Section 8 of this Agreement. The directors and executive officers of the Company shall not, during the Non-disparagement Period, issue, circulate or publish any false or disparaging statements or remarks about the Executive Chairperson; provided, that, nothing herein shall prohibit any director or executive officer of the Company from # providing truthful testimony if such testimony is required by law, # making a truthful statement in response to any statement made by the Executive Chairperson in breach of this Section 10, or # making statements to other members of the Board or to any other executive officer or employee of the Company in the good faith performance of his or her duties to the Company, or # making any normal competitive-type statements at a time when the Executive Chairperson is no longer providing any services pursuant to this Agreement. For purposes of this Agreement, “Designated Holder” means # MacAndrews and Forbes; # any Affiliate or subsidiary of MacAndrews and Forbes (collectively with MacAndrews and Forbes (the “M&F Entities”); # Ronald O. Perelman; or # the estate of, Immediate Family (defined below) of, or any other trust or other legal entity the primary beneficiary of which is the Immediate Family of, Ronald O. Perelman. For purposes of this Agreement, “Immediate Family” means, with respect to any individual, the spouse, ex-spouse, children, step-children and their respective lineal descendants.

Consultant shall not, on his own behalf or on behalf of or in conjunction with any other person, directly or indirectly, including through any media, make any statements or other communications (oral or written) that would constitute libel, slander, or disparagement of, or in any way disparage, denigrate, or ridicule, the Company, or any of its subsidiaries, affiliates, managers, officers, directors, stockholders, employees, representatives, or agents, or the Company’s products or services, nor shall Consultant solicit any such statements or communications from others. The Company shall not, on its own behalf or on behalf of or in conjunction with any other person, directly or indirectly, including through any media, make any statements or other communications (oral or written) that would constitute libel, slander or disparagement of, or in any way disparage, denigrate or ridicule, Consultant.

Executive agrees that, during the Executive’s employment with the Company and at all times thereafter, the Executive shall not issue, circulate, publish or utter any false or disparaging statements, remarks or rumors about the Company or the customers, employees, directors, managers, officers, products, partners, shareholders or services of the Company; provided, that, nothing herein shall prohibit the Executive from providing truthful testimony if such testimony is required by law.

Non-Disparagement. Executive represents, covenants and agrees that he or she will not at any time during the Term or after the Termination Date, through any medium, either orally or in writing, including, but not limited to, electronic mail, television or radio, computer networks or internet bulletin boards, blogs, social media, such as Facebook, LinkedIn, or Twitter, or any other form of communication, disparage, defame, impugn, damage or assail the reputation, or cause or tend to cause the recipient of a communication to question the business condition, integrity, competence, good character, professionalism, or business practices of the [[Bank:Organization]] Group or any its stockholders, directors, officers, employees, as applicable, except when such statement or communication # is made in a full and accurate response to any question, inquiry or request for information made in connection with a legal proceeding or a government investigation, # required by the [[Bank:Organization]] Group’s policies or procedures or made by Executive in the normal course of performing his or her duties on behalf of the [[Bank:Organization]] Group (including in connection with any public or regulatory filing by a member of the [[Bank:Organization]] Group), or # is otherwise required by applicable law.

Non-Disparagement. The Executive agrees that, during the Employment Term and the Restrictive Period, he will not make any statement, either in writing or orally, that is communicated publicly or is reasonably likely to be communicated publicly and that is reasonably likely to disparage or otherwise harm the business or reputation of the [[Company:Organization]] Group, or the reputation of any of its current or former directors, officers, employees, or stockholders.

Non-Disparagement. During the Executive’s employment and following the termination of the Executive’s employment for any reason, the Executive shall not, and will not cause any third party to, publish or communicate to any person, any Disparaging remarks, comments or statements concerning the Company, its affiliated and related entities, and its and their present and former members, partners, directors, officers, shareholders, employees, agents, legal counsel, successors and assigns. For purposes of this Agreement, “Disparaging” shall mean remarks, comments or statements that place the person or entity being disparaged in a false or negative light or that otherwise impugn the character, honesty, integrity, morality, acumen, abilities, conduct or operations of the person or entity being disparaged. On or following the Executive’s Date of Termination, the Company shall instruct its then-current executive officers and then-current directors not to make Disparaging remarks, comments or statements about the Executive during the then-current executive officers and then-current directors’ employment and/or engagement with the Company; provided, however, that the foregoing does not in any way limit or modify an officer or director’s obligations or duties (fiduciary or otherwise) to any person. Notwithstanding anything to the contrary in the foregoing, nothing in this Agreement shall be construed to # preclude truthful disclosures in response to lawful process as required by applicable law, regulation, or order or directive of a court, governmental agency or regulatory organization, # restrict or impede the exercise of rights under Section 7 of the National Labor Relations Act, or # prevent the Executive, the Company, or any other person from making truthful statements as may be reasonably required to perform such person’s duties and responsibilities on behalf of the Company, such as (for example) offering negative performance feedback in a personnel review.

Executive agrees that, during the Executive’s employment with the Company and at all times thereafter, the Executive shall not issue, circulate, publish or utter any false or disparaging statements, remarks or rumors about the Company or the customers, employees, directors, managers, officers, products, partners, shareholders or services of the Company; provided, that, nothing herein shall prohibit the Executive from providing truthful testimony if such testimony is required by law.

Non-Disparagement. Stockholder agrees and covenants that Stockholder will not, directly or indirectly through any member of Stockholder’s senior management (in such person’s capacity as a member of senior management of Stockholder), at any time during the Restrictive Period make, publish or communicate, or encourage others to make, publish or communicate, to any Person or in any public forum any defamatory or disparaging remarks, comments or statements concerning any member of the Parent Group with the intent of interfering in any material respect with the businesses, products, services or activities of the Parent Group. This Section 4 shall not prohibit Stockholder from # bringing any good faith claims, complaints, suits or proceedings or # providing truthful testimony in response to a validly issued subpoena or directly to a Governmental Entity.

Non-Disparagement. The Employee will not, at any time during the Restriction Period, disparage the Bank or FUSB or any of their respective current, former or future directors, officers, management personnel or representatives. The Employee and the Company hereby knowingly and expressly disclaim the applicability of the Alabama Non-Disparagement Obligations Act (Ala. Code § 8-1-220, et seq.) without conceding its applicability to this Agreement. Nothing in this Section 4(e) or otherwise in this Agreement prevents the Employee from complying with any applicable laws, providing truthful information in response to a lawful subpoena issued by a court of competent jurisdiction, or providing truthful information in cooperation with an investigation by a governmental agency.