Executive acknowledges that the nature of the Company's and its Affiliate’s business is such that if Executive were to become employed by, or substantially involved in, the business of a competitor of the Company or any Affiliate of the Company in the Target Field during the twelve (12) months following the termination of Executive’s employment with the Company, it would be very difficult for Executive not to rely on or use the Company’s or any of its Affiliates’ trade secrets and confidential information. Thus, to avoid the misappropriation of goodwill and/or the inevitable disclosure of the Company’s and its Affiliates’ trade secrets and confidential information, Executive agrees to not directly or indirectly engage in (whether as an employee, consultant, agent, proprietor, principal, partner, stockholder, corporate officer, director or otherwise), nor have any ownership interest in or participate in the financing, operation, management or control of, any Person that is engaged in any business in a Target Field; provided, that Executive may purchase and hold (solely as a passive investor) less than 2% of the shares of any corporation in competition with the Company or any Affiliate whose shares are regularly traded on a national securities exchange.

Noncompete Agreement. For a period of twelve (12) months after any resignation or termination of Executive’s employment for any reason, Executive shall not, directly or indirectly, within 10 miles of any office of the Company, enter into or engage directly or indirectly in competition with the Company or any subsidiary or other company under common control with the Company, in any financial services business conducted by the Company or any such subsidiary at the time of such resignation or termination, either as an individual on her own or as a partner or joint venturer, or as a director, officer, shareholder, employee, agent, independent contractor, nor shall Executive assist any other person or entity in engaging directly or indirectly in such competition.

In the event you breach any of these Noncompete/Nonsolicitation covenants, you agree that the Noncompete Period shall be extended by the amount of time in which you are in breach of the covenants.

Section # Noncompete Outside of Area of Interest

Strict compliance with the terms of any NonCompete/NonSolicitation Agreement attached hereto as Exhibit D.

the date a Participant violates any noncompete agreement entered into by the Participant and PPL Corporation or an Affiliated Company;

The District of Columbia Ban on Non-Compete Agreements Amendment Act of 2020 limits the use of noncompete agreements. It allows employers to request noncompete agreements from “highly compensated employees” under certain conditions. The Company has determined that you are a highly compensated employee. For more information about the Ban on Non-Compete Agreements Amendment Act of 2020, contact the District of Columbia Department of Employment Services (DOES).

Notwithstanding anything in this [Section 7C] to the contrary, in the event that prior to any payout of Common Stock a Participant described in this [section 7C] violates any noncompete agreements between Participant and PPL Corporation or an Affiliated Company, his Restricted Stock or Restricted Stock Units Award, and any Dividend Equivalents, will be completely forfeited.

Dispute Resolution. Notwithstanding anything to the contrary, any and all other disputes, controversies or questions arising under, out of, or relating to this Agreement (or the breach thereof), or, the Executive’s employment with [[Party:Organization]] or termination thereof, other than those disputes relating to Executive’s alleged violations of Sections 10 (Confidential Information), 11 (return of property), 12 (intellectual property) and 13 (covenants of noncompete and nonsolicitation) of this Agreement, shall be referred for binding arbitration in Chicago, Illinois to a neutral arbitrator (who is licensed to practice law in any State within the United States of America) selected by the Executive and [[Party:Organization]] and this shall be the exclusive and sole means for resolving such dispute. Such arbitration shall be conducted in accordance with the National Rules for Resolution of Employment Disputes of the American Arbitration Association. The arbitrator shall have the discretion to award reasonable attorneys’ fees, costs and expenses to the prevailing party. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. This Section 24 does not apply to any action by [[Party:Organization]] to enforce Sections 10, 11, 12 and 13 of this Agreement and does not in any way restrict [[Party:Organization]]’s rights under Section 22 of this Agreement.

Noncompetition. The parties agree that the Company's customer contacts and relations are established and maintained at great expense and by virtue of the Employee's employment with the Company, the Employee will have unique and extensive exposure to and personal contact with the Company's customers, and that Employee will be able to establish a unique relationship with those individuals and entities that will enable Employee, both during and after employment, to unfairly compete with the Company. Further, the parties agree that the terms and conditions of the following restrictive covenants are reasonable and necessary for the protection of the Company's business, trade secrets and confidential information and to prevent great damage or loss to the Company as a result of action taken by the Employee. The Employee acknowledges that the noncompete restrictions and nondisclosure of confidential information restrictions contained in this Agreement are reasonable and the consideration provided for herein is sufficient to fully and adequately compensate the Employee for agreeing to such restrictions. The Employee acknowledges that Employee could continue to actively pursue Employee's career and earn sufficient compensation in the same or similar business without breaching any of the restrictions contained in this Agreement. For purposes of this section 7, Company shall include any subsidiaries of the Company.