Common use of Competition after Date of Termination Clause in Contracts

Competition after Date of Termination. The Executive shall forfeit all rights to any further benefits hereunder if the Executive, without the prior written consent of the Employers, violates any of the following restrictive covenants. (a) Non-compete provision. During (x) the period that the Executive is employed by the Employers, (y) the period of three years following the Date of Termination if such event occurs prior to a Change in Control, and (z) the period of six months following a Change in Control if a Date of Termination has not occurred prior to such Change in Control, the Executive shall not, directly or indirectly, either as an individual or as a proprietor, stockholder, partner, officer, director, employee, agent, consultant or independent contractor of any individual, partnership, corporation or other entity (excluding an ownership interest of three percent (3%) or less in the stock of a publicly-traded company): (i) become employed by, participate in, or become connected in any manner with the ownership, management, operation or control of any bank, savings and loan or other similar financial institution if the Executive’s responsibilities will include providing banking or other financial services within twenty-five (25) miles of any office maintained by the Employers as of the Date of Termination of the Executive’s employment; provided that the foregoing shall not prevent the Executive from owning for passive investment purposes less than five percent (5%) of the publicly traded voting securities of any company engaged in the banking, financial services, insurance, brokerage or other business similar to or competitive with the Employers (so long as the Executive has no power to manage, operate, advise, consult with or control the competing enterprise and no power, alone or in conjunction with other affiliated parties, to select a director, manager, general partner, or similar governing official of the competing enterprise other than in connection with the normal and customary voting powers afforded the Executive in connection with any permissible equity ownership); (ii) participate in any way in hiring or otherwise engaging, or assisting any other person or entity in hiring or otherwise engaging, on a temporary, part-time or permanent basis, any individual who was employed by the Employers as of the Date of Termination of the Executive’s employment (excluding those employees whose employment is terminated by the Employers); (iii) assist, advise, or serve in any capacity, representative or otherwise, any third party in any action against the Employers or transaction involving the Employers; (iv) sell, offer to sell, provide banking or other financial services, assist any other person in selling or providing banking or other financial services, or solicit or otherwise compete for (whether by mail, telephone, personal meeting or any other means, excluding general solicitations of the public that are not based in whole or in part on any list of customers of the Employers or any of its affiliates or successors), either directly or indirectly, any orders, contract, or accounts for services of a kind or nature like or substantially similar to the financial services performed or financial products sold by the Employers (the preceding hereinafter referred to as “Services”), to or from any person or entity from whom the Executive or the Employers, to the knowledge of the Executive, provided banking or other financial services, sold, offered to sell or solicited orders, contracts or accounts for Services during the three (3) year period immediately prior to the termination of the Executive’s employment; (v) divulge, disclose, or communicate to others in any manner whatsoever, any confidential information of the Employers, to the knowledge of the Executive, including, but not limited to, the names and addresses of customers or prospective customers, of the Employers, as they may have existed from time to time, of work performed or services rendered for any customer, any method and/or procedures relating to projects or other work developed for the Employers, earnings or other information concerning the Employers. The restrictions contained in this subsection (v) apply to all information regarding the Employers, regardless of the source that provided or compiled such information. Notwithstanding anything to the contrary, all information referred to herein shall not be disclosed unless and until it becomes known to the general public from sources other than the Executive.