Common use of Non-Compete and Confidentiality Clause in Contracts

Non-Compete and Confidentiality. (a) Upon any termination of Executive's employment hereunder pursuant to Section 4 hereof, Executive agrees not to compete with the Company or its Subsidiaries for a period of one (1) year following such termination in the continental United States, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within such area, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the business activities of the Company or its Subsidiaries. Executive represents and admits that in the event of the termination of his employment pursuant to Section 4 hereof, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Company or its Subsidiaries. In addition, in the event of any such breach, Executive may elect to pay $500,000 to the Company, as liquidated damages, and the Company agrees to accept said sum and to pursue no further action against the Executive and this Provision 10 (a) shall become null and void upon such payment. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Company and its Subsidiaries as it may exist from time to time, is a valuable, special and unique asset of the business of the Company and its Subsidiaries. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities of the Company and its Subsidiaries thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever unless expressly authorized by the Board of Directors or required by law. Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Company. In the event of a breach or threatened breach by the Executive of the provisions of this Section, the Company will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Company or its Subsidiaries or from rendering any services to any person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Company from pursuing any other remedies available to the Company for such breach or threatened breach, including the recovery of damages from Executive.

Non-Compete and Confidentiality. (a) Upon any termination of Executive's A. The Employee will, with reasonable notice during or after his employment hereunder pursuant to Section 4 hereofwith the Company, Executive agrees not to compete furnish information as may be in his possession and cooperate with the Company as may reasonably be requested in connection with any claims or its Subsidiaries for a period of one (1) year following such termination legal actions in the continental United States, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within such area, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the business activities of which the Company is or its Subsidiaries. Executive represents and admits that in the event of the termination of his employment pursuant to Section 4 hereof, Executive's experience and capabilities are such that Executive can obtain employment in may become a business engaged in other lines and/or of a different nature than the Company or its Subsidiaries. In addition, in the event of any such breach, Executive may elect to pay $500,000 to the Company, as liquidated damages, and the Company agrees to accept said sum and to pursue no further action against the Executive and this Provision 10 (a) shall become null and void upon such paymentparty. (b) Executive B. The Employee recognizes and acknowledges that all information pertaining to the knowledge of the business activities and plans for business activities affairs, business, clients, customers or other relationships of the Company is confidential and its Subsidiaries as it may exist from time to time, is a valuable, special unique and unique valuable asset of the business Company. Access to and knowledge of this information are essential to the performance of the Employee's duties. The Employee will not during his employment with the Company and its Subsidiaries. Executive will not, during (the "Period of Employment") or after except to the term extent reasonably necessary in the performance of his employmentduties, disclose any knowledge of the past, present, planned or considered business activities of the Company and its Subsidiaries thereof give to any person, firm, corporationassociation, corporation or governmental agency any information concerning the affairs, business, clients, customers or other entity for any reason or purpose whatsoever unless expressly authorized by relationships of the Board of Directors or Company except as required by law. Notwithstanding The Employee will not make use of this type of information for his own purposes or for the foregoingbenefit of any person or organization other than the Company. The Employee will also use his best efforts to prevent the disclosure of this information by others. All records, Executive may disclose any knowledge of bankingmemoranda, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from etc. relating to the business plans of the Company whether made by the Employee or otherwise coming into his possession are confidential and activities will remain the property of the Company. In . C. Employee will not, either during the event Period of a breach Employment or threatened breach by at any time thereafter, use (except for the Executive sole benefit of the provisions of this SectionCompany) or disclose to others any proprietary, the Company will be entitled to an injunction restraining Executive from disclosingsecret or confidential information, in whole knowledge or in part, the knowledge of the past, present, planned or considered business activities data of the Company or its Subsidiaries or from rendering any services to any personaffiliates. D. During the Period of Employment and thereafter, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein the Employee will be construed as prohibiting not use his status with the Company to obtain loans, goods or services from pursuing any other remedies another organization on terms that would not be available to him in the absence of his relationship to the Company. During the Period of Employment and for a twelve (12) month period following termination of such employment for any reason, (i) the Employee will not make any statements or perform any acts intended to advance the interest of any existing or prospective competitor of the Company in any way that will injure the interests of the Company; and (ii) the Employee will not directly or indirectly own or hold any "Proprietary Interest" in or be employed by or receive compensation from any party engaged in the same or any similar business in the same geographic areas the Company does business upon the date of termination of employment. During the Period of Employment and for a twenty-four (24) month period following termination of such breach employment for any reason, (i) the Employee will not solicit any client of the Company or threatened breachdiscuss with any client of the Company or any employee of the Company any information or the operation of any business intended to compete with the Company; and (ii) the Employee will not directly or indirectly hire any employee of the Company or solicit or encourage any such employee to leave the employ of the Company. For the purposes of this Agreement, "Proprietary Interest" means legal or equitable ownership, whether through stock holdings or otherwise, of a debt or equity interest (including options, warrants, rights and convertible interests) in a business firm or entity, or ownership of more than 5% of any class of equity interest in a publicly-held company. The Employee acknowledges that the recovery of damages from Executivecovenants contained herein are reasonable as to geographic and temporal scope.

Non-Compete and Confidentiality. (a) Upon any termination of Executive's A. The Employee will, with reasonable notice during or after his employment hereunder pursuant to Section 4 hereofwith the Company, Executive agrees not to compete furnish information as may be in his possession and cooperate with the Company as may reasonably be requested in connection with any claims or its Subsidiaries for a period of one (1) year following such termination legal actions in the continental United States, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within such area, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the business activities of which the Company is or its Subsidiaries. Executive represents and admits that in the event of the termination of his employment pursuant to Section 4 hereof, Executive's experience and capabilities are such that Executive can obtain employment in may become a business engaged in other lines and/or of a different nature than the Company or its Subsidiaries. In addition, in the event of any such breach, Executive may elect to pay $500,000 to the Company, as liquidated damages, and the Company agrees to accept said sum and to pursue no further action against the Executive and this Provision 10 (a) shall become null and void upon such paymentparty. (b) Executive B. The Employee recognizes and acknowledges that all information pertaining to the knowledge of the business activities and plans for business activities affairs, business, clients, customers or other relationships of the Company is confidential and its Subsidiaries as it may exist from time to time, is a valuable, special unique and unique valuable asset of the business Company. Access to and knowledge of this information are essential to the performance of the Employee’s duties. The Employee will not during his employment with the Company and its Subsidiaries. Executive will not(the “Period of Employment”) or after, during or after except to the term extent reasonably necessary in the performance of his employmentduties, disclose any knowledge of the past, present, planned or considered business activities of the Company and its Subsidiaries thereof give to any person, firm, corporationassociation, corporation or governmental agency any information concerning the affairs, business, clients, customers or other entity for any reason or purpose whatsoever unless expressly authorized by relationships of the Board of Directors or Company except as required by law. Notwithstanding The Employee will not make use of this type of information for his own purposes or for the foregoingbenefit of any person or organization other than the Company. The Employee will also use his best efforts to prevent the disclosure of this information by others. All records, Executive may disclose any knowledge of bankingmemoranda, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from etc. relating to the business plans of the Company whether made by the Employee or otherwise coming into his possession are confidential and activities will remain the property of the Company. In Upon termination of employment, Employee will immediately deliver to Company all materials, including but not limited to documents, discs, computer software and copies thereof, containing confidential and/or proprietary information of Company, whether compiled or created by Employee or furnished to him. C. Employee will not, either during the event Period of a breach Employment or threatened breach by at any time thereafter, use (except for the Executive sole benefit of the provisions of this SectionCompany) or disclose to others any proprietary, the Company will be entitled to an injunction restraining Executive from disclosingsecret or confidential information, in whole knowledge or in part, the knowledge of the past, present, planned or considered business activities data of the Company or its Subsidiaries or from rendering any services to any personaffiliates. D. During the Period of Employment and thereafter, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein the Employee will be construed as prohibiting not use his status with the Company to obtain loans, goods or services from pursuing any other remedies available to the Company for such breach or threatened breach, including the recovery of damages from Executive.another organization on

Non-Compete and Confidentiality. (a) Upon any termination of Executive's A. The Employee will, with reasonable notice during or after his employment hereunder pursuant to Section 4 hereofwith the Company, Executive agrees not to compete furnish information as may be in his possession and cooperate with the Company as may reasonably be requested in connection with any claims or its Subsidiaries for a period of one (1) year following such termination legal actions in the continental United States, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within such area, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the business activities of which the Company is or its Subsidiaries. Executive represents and admits that in the event of the termination of his employment pursuant to Section 4 hereof, Executive's experience and capabilities are such that Executive can obtain employment in may become a business engaged in other lines and/or of a different nature than the Company or its Subsidiaries. In addition, in the event of any such breach, Executive may elect to pay $500,000 to the Company, as liquidated damages, and the Company agrees to accept said sum and to pursue no further action against the Executive and this Provision 10 (a) shall become null and void upon such paymentparty. (b) Executive B. The Employee recognizes and acknowledges that all information pertaining to the knowledge of the business activities and plans for business activities affairs, business, clients, customers or other relationships of the Company is confidential and its Subsidiaries as it may exist from time to time, is a valuable, special unique and unique valuable asset of the business Company. Access to and knowledge of this information are essential to the performance of the Employee’s duties. The Employee will not during his employment with the Company and its Subsidiaries. Executive will not(the “Period of Employment”) or after, during or after except to the term extent reasonably necessary in the performance of his employmentduties, disclose any knowledge of the past, present, planned or considered business activities of the Company and its Subsidiaries thereof give to any person, firm, corporationassociation, corporation or governmental agency any information concerning the affairs, business, clients, customers or other entity for any reason or purpose whatsoever unless expressly authorized by relationships of the Board of Directors or Company except as required by law. The Employee will not make use of this type of information for his own purposes or for the benefit of any person or organization other than the Company. The Employee will also use his best efforts to prevent the disclosure of this information by others. All records, memoranda, etc. relating to the business of the Company whether made by the Employee or otherwise coming into his possession are confidential and will remain the property of the Company. Upon termination of employment, Employee will immediately deliver to Company all materials, including but not limited to documents, discs, computer software and copies thereof, containing confidential and/or proprietary information of Company, whether compiled or created by Employee or furnished to him. C. Employee will not, either during the Period of Employment or at any time thereafter, use (except for the sole benefit of Company) or disclose to others any proprietary, secret or confidential information, knowledge or data of the Company or its affiliates. D. During the Period of Employment and thereafter, the Employee will not use his status with the Company to obtain loans, goods or services from another organization on terms that would not be available to him in the absence of his relationship to the Company. During the Period of Employment and for a twelve (12) month period following termination of such employment for any reason, (i) the Employee will not make any statements or perform any acts intended to advance the interest of any existing or prospective competitor of the Company in any way that will injure the interests of the Company; and (ii) the Employee will not directly or indirectly own or hold any “Proprietary Interest” in or be employed by or receive compensation from any party engaged in the same or any similar business within fifty (50) miles of any location of the Company upon the date of termination of employment. During the Period of Employment and for a twelve (12) month period following termination of such employment for any reason, (i) the Employee will not solicit any client of the Company or discuss with any client of the Company or any employee of the Company any information or the operation of any business intended to compete with the Company; and (ii) the Employee will not, directly or indirectly, hire any current or future employee of the Company, even if such individual is no longer employed by the Company, or solicit or encourage any such employee to leave the employ of the Company. Notwithstanding the foregoing, Executive may disclose any knowledge beginning twelve (12) months after his termination of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Company. In the event of a breach or threatened breach by the Executive of the provisions of this Section, employment with the Company will be entitled to an injunction restraining Executive from disclosingfor any reason, in whole or in part, the knowledge of the past, present, planned or considered business activities Employee may hire a past employee of the Company so long as such past employee has not been so employed for at least six (6) months. For the purposes of this Agreement, “Proprietary Interest” means legal or its Subsidiaries equitable ownership, whether through stock holdings or from rendering otherwise, of a debt or equity interest (including options, warrants, rights and convertible interests) in a business firm or entity, or ownership of more than 5% of any services class of equity interest in a publicly-held company. The Employee acknowledges that the covenants contained herein are reasonable as to any person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Company from pursuing any other remedies available to the Company for such breach or threatened breach, including the recovery of damages from Executivegeographic and temporal scope.

Non-Compete and Confidentiality. (a) Upon any termination of Executive's A. The Employee will, with reasonable notice during or after her employment hereunder pursuant to Section 4 hereofwith the Company, Executive agrees not to compete furnish information as may be in her possession and cooperate with the Company as may reasonably be requested in connection with any claims or its Subsidiaries for a period of one (1) year following such termination legal actions in the continental United States, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within such area, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the business activities of which the Company is or its Subsidiaries. Executive represents and admits that in the event of the termination of his employment pursuant to Section 4 hereof, Executive's experience and capabilities are such that Executive can obtain employment in may become a business engaged in other lines and/or of a different nature than the Company or its Subsidiaries. In addition, in the event of any such breach, Executive may elect to pay $500,000 to the Company, as liquidated damages, and the Company agrees to accept said sum and to pursue no further action against the Executive and this Provision 10 (a) shall become null and void upon such paymentparty. (b) Executive B. The Employee recognizes and acknowledges that all information pertaining to the knowledge of the business activities and plans for business activities affairs, business, clients, customers or other relationships of the Company is confidential and its Subsidiaries as it may exist from time to time, is a valuable, special unique and unique valuable asset of the business Company. Access to and knowledge of this information are essential to the performance of the Employee's duties. The Employee will not during her employment with the Company and its Subsidiaries. Executive will not, during (the "Period of Employment") or after except to the term extent reasonably necessary in the performance of his employmenther duties, disclose any knowledge of the past, present, planned or considered business activities of the Company and its Subsidiaries thereof give to any person, firm, corporationassociation, corporation or governmental agency any information concerning the affairs, business, clients, customers or other entity for any reason or purpose whatsoever unless expressly authorized by relationships of the Board of Directors or Company except as required by law. Notwithstanding The Employee will not make use of this type of information for her own purposes or for the foregoingbenefit of any person or organization other than the Company. The Employee will also use her best efforts to prevent the disclosure of this information by others. All records, Executive may disclose any knowledge of bankingmemoranda, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from etc. relating to the business plans of the Company whether made by the Employee or otherwise coming into her possession are confidential and activities will remain the property of the Company. In . C. Employee will not, either during the event Period of a breach Employment or threatened breach by at any time thereafter, use (except for the Executive sole benefit of the provisions of this SectionCompany) or disclose to others any proprietary, the Company will be entitled to an injunction restraining Executive from disclosingsecret or confidential information, in whole knowledge or in part, the knowledge of the past, present, planned or considered business activities data of the Company or its Subsidiaries or from rendering any services to any personaffiliates. D. During the Period of Employment and thereafter, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein the Employee will be construed as prohibiting not use her status with the Company to obtain loans, goods or services from pursuing any other remedies another organization on terms that would not be available to her in the absence of her relationship to the Company. During the Period of Employment and for a twelve (12) month period following termination of such employment for any reason, (i) the Employee will not make any statements or perform any acts intended to advance the interest of any existing or prospective competitor of the Company in any way that will injure the interests of the Company; and (ii) the Employee will not directly or indirectly own or hold any "Proprietary Interest" in or be employed by or receive compensation from any party engaged in the same or any similar business in the same geographic areas the Company does business upon the date of termination of employment. During the Period of Employment and for a twenty-four (24) month period following termination of such breach employment for any reason, (i) the Employee will not solicit any client of the Company or threatened breachdiscuss with any client of the Company or any employee of the Company any information or the operation of any business intended to compete with the Company; and (ii) the Employee will not directly or indirectly hire any employee of the Company or solicit or encourage any such employee to leave the employ of the Company. For the purposes of this Agreement, "Proprietary Interest" means legal or equitable ownership, whether through stock holdings or otherwise, of a debt or equity interest (including options, warrants, rights and convertible interests) in a business firm or entity, or ownership of more than 5% of any class of equity interest in a publicly-held company. The Employee acknowledges that the recovery of damages from Executivecovenants contained herein are reasonable as to geographic and temporal scope.

Non-Compete and Confidentiality. (a) Upon any termination of Executive's A. The Employee will, with reasonable notice during or after her employment hereunder pursuant to Section 4 hereofwith the Company, Executive agrees not to compete furnish information as may be in her possession and cooperate with the Company as may reasonably be requested in connection with any claims or its Subsidiaries for a period of one (1) year following such termination legal actions in the continental United States, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within such area, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the business activities of which the Company is or its Subsidiaries. Executive represents and admits that in the event of the termination of his employment pursuant to Section 4 hereof, Executive's experience and capabilities are such that Executive can obtain employment in may become a business engaged in other lines and/or of a different nature than the Company or its Subsidiaries. In addition, in the event of any such breach, Executive may elect to pay $500,000 to the Company, as liquidated damages, and the Company agrees to accept said sum and to pursue no further action against the Executive and this Provision 10 (a) shall become null and void upon such paymentparty. (b) Executive B. The Employee recognizes and acknowledges that all information pertaining to the knowledge of the business activities and plans for business activities affairs, business, clients, customers or other relationships of the Company is confidential and its Subsidiaries as it may exist from time to time, is a valuable, special unique and unique valuable asset of the business Company. Access to and knowledge of this information are essential to the performance of the Company and its SubsidiariesEmployee's duties. Executive The Employee will not, not during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities of her employment with the Company and its Subsidiaries thereof (the "Period of Employment") or after, except to the extent reasonably necessary in the performance of her duties, give to any person, firm, corporationassociation, corporation or governmental agency any information concerning the affairs, business, clients, customers or other entity for any reason or purpose whatsoever unless expressly authorized by relationships of the Board of Directors or Company except as required by law. The Employee will not make use of this type of information for her own purposes or for the benefit of any person or organization other than the Company. The Employee will also use her best efforts to prevent the disclosure of this information by others. All records, memoranda, etc. relating to the business of the Company whether made by the Employee or otherwise coming into her possession are confidential and will remain the property of the Company. C. Employee will not, either during the Period of Employment or at any time thereafter, use (except for the sole benefit of Company) or disclose to others any proprietary, secret or confidential information, knowledge or data of the Company or its affiliates. D. During the Period of Employment and thereafter, the Employee will not use her status with the Company to obtain loans, goods or services from another organization on terms that would not be available to her in the absence of her relationship to the Company. During the Period of Employment and for a twelve (12) month period following termination of such employment for any reason, (i) the Employee will not make any statements or perform any acts intended to advance the interest of any existing or prospective competitor of the Company in any way that will injure the interests of the Company; and (ii) the Employee will not directly or indirectly own or hold any "Proprietary Interest" in or be employed by or receive compensation from any party engaged in the same or any similar business within fifty (50) miles of any location of the Company upon the date of termination of employment. During the Period of Employment and for a twelve (12) month period following termination of such employment for any reason, (i) the Employee will not solicit any client of the Company or discuss with any client of the Company or any employee of the Company any information or the operation of any business intended to compete with the Company; and (ii) the Employee will not, directly or indirectly, hire any current or future employee of the Company, even if such individual is no longer employed by the Company, or solicit or encourage any such employee to leave the employ of the Company. Notwithstanding the foregoing, Executive may disclose any knowledge beginning twelve (12) months after her termination of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Company. In the event of a breach or threatened breach by the Executive of the provisions of this Section, employment with the Company will be entitled to an injunction restraining Executive from disclosingfor any reason, in whole or in part, the knowledge of the past, present, planned or considered business activities Employee may hire a past employee of the Company so long as such past employee has not been so employed for at least six (6) months. For the purposes of this Agreement, "Proprietary Interest" means legal or its Subsidiaries equitable ownership, whether through stock holdings or from rendering otherwise, of a debt or equity interest (including options, warrants, rights and convertible interests) in a business firm or entity, or ownership of more than 5% of any services class of equity interest in a publicly-held company. The Employee acknowledges that the covenants contained herein are reasonable as to any person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Company from pursuing any other remedies available to the Company for such breach or threatened breach, including the recovery of damages from Executivegeographic and temporal scope.