NON-COMPETITION AND NON-SOLICITATION AGREEMENT
THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (the Agreement), dated as of July 28, 2021, by and among Investors Bancorp, Inc. a Delaware corporation (the Company), a Delaware corporation, and Kevin Cummings (Executive) is effective as of the Closing (as defined below) (the Effective Date). For purposes of this Agreement, Executive and the Company shall each be a Party and shall collectively be the Parties.
WHEREAS, Executive is (i) not currently subject to a non-competition covenant with respect to the Company that is applicable following a termination following a Change in Control (as defined in the Employment Agreement (as defined below)) and (ii) currently subject to a post-employment non-solicitation covenant with respect to certain customers and employees of the Company;
WHEREAS, in connection with the transactions contemplated by the Agreement and Plan of Merger, dated as of July 28, 2021, between Citizens Financial Group, Inc., a Delaware corporation (Parent), and (as the same may be amended, restated, supplemented or otherwise modified from time to time, the Merger Agreement), and effective as of the closing of the transactions contemplated by the Merger Agreement (the Closing), Executive will cease to be employed by the Company and/or the Company Subsidiaries (as defined in the Merger Agreement);
WHEREAS, Executive and the Company are entering into this Agreement contemporaneously with the Merger Agreement, to be effective from and after the Closing; and
WHEREAS, in connection with the foregoing and subject to the occurrence of the Closing, the Company has determined that it is in the best interests of the Company and its stockholders to enter into this Agreement embodying the terms of such non-competition covenant and non-solicitation covenant, subject to the terms and provisions of this Agreement.
NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are mutually acknowledged, the Parties hereby agree as follows:
Section 1. Covenant Not to Compete and Covenant Not to Solicit.
(a) Covenant Not to Compete. In consideration of the compensation to be paid to Executive under this Agreement, and in addition to the restrictive covenants set forth in any other agreement between the Company or any Company Subsidiary, on the one hand, and Executive, on the other hand, Executive covenants that during the period of time commencing on the Effective Date and ending on the third anniversary of the Effective Date (such period, the Restriction Period), Executive shall not compete with the Company within twenty-five (25) miles of any existing branch of Investors Bank (the Bank) or any subsidiary of the Company or within twenty-five (25) miles of any office for which the Bank, the Company or a Bank subsidiary of the Company has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during the Restriction Period and within said area, cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank, the Company, and/or any business or division of the Company or any Subsidiary (as defined in the Merger Agreement) of the Company (each, a Related Entity). The Parties hereto, recognizing that irreparable injury will result to the Bank and/or the Company, its business and property in the event of