ORGANIZATION,
ASSOCIATION, PARTNERSHIP, LIMITED LIABILITY COMPANY, TRUST ESTATE, JOINT VENTURE
OR OTHER BUSINESS ORGANIZATION OR ENTITY) ("PERSON") FOR ANY REASON OR PURPOSE
WHATSOEVER OTHER THAN IN FURTHERANCE OF EMPLOYER'S BUSINESS.
THE TERM
"CONFIDENTIAL INFORMATION" SHALL MEAN ALL CONFIDENTIAL INFORMATION OF OR
RELATING TO EMPLOYER AND ANY PERSON EFFECTIVELY CONTROLLING, EFFECTIVELY
CONTROLLED BY OR EFFECTIVELY UNDER COMMON CONTROL WITH EMPLOYER ("AFFILIATE")
INCLUDING, WITHOUT LIMITATION, FINANCIAL INFORMATION AND DATA, BUSINESS PLANS
AND INFORMATION REGARDING PROSPECTS AND OPPORTUNITIES (SUCH AS, BY WAY OF
EXAMPLE ONLY, CLIENT AND CUSTOMER LISTS AND ACQUISITION, DISPOSITION, EXPANSION,
PRODUCT DEVELOPMENT AND OTHER STRATEGIC PLANS), BUT DOES NOT INCLUDE ANY
INFORMATION THAT IS OR BECOMES PUBLIC KNOWLEDGE BY MEANS OTHER THAN EXECUTIVE'S
BREACH OR NONOBSERVANCE OF HIS OBLIGATIONS DESCRIBED IN THIS SECTION 5.1.
NOTWITHSTANDING THE FOREGOING, EXECUTIVE MAY DISCLOSE SUCH CONFIDENTIAL
INFORMATION AS HE MAY BE LEGALLY REQUIRED TO DO SO ON THE ADVICE OF COUNSEL IN
CONNECTION WITH ANY LEGAL
17
OR REGULATORY PROCEEDING; PROVIDED, HOWEVER, THAT EXECUTIVE SHALL PROVIDE
EMPLOYER WITH PRIOR WRITTEN NOTICE OF ANY SUCH REQUIRED OR POTENTIALLY REQUIRED
DISCLOSURE AND SHALL COOPERATE WITH EMPLOYER AND USE HIS BEST EFFORTS UNDER SUCH
CIRCUMSTANCES TO OBTAIN APPROPRIATE CONFIDENTIAL TREATMENT OF ANY SUCH
CONFIDENTIAL INFORMATION THAT MAY BE SO REQUIRED TO BE DISCLOSED IN CONNECTION
WITH ANY SUCH LEGAL OR REGULATORY PROCEEDING.
EXECUTIVE'S OBLIGATION TO REFRAIN
FROM DISCLOSING CONFIDENTIAL INFORMATION UNDER THIS SECTION 5.1 SHALL CONTINUE
IN EFFECT IN ACCORDANCE WITH ITS TERMS FOLLOWING ANY TERMINATION OF THIS
AGREEMENT PURSUANT TO SECTION 4 ABOVE.
5.2
Non-competition.
Without prior written consent of the
Board of Directors of Employer, Executive agrees that he will not, at any time
during the Term of Employment and for the two-year period following the
Expiration of the Term of Employment for Non-Renewal as set forth in Section 4.1
or the termination of the Term of Employment for any reason as set forth above
in Sections 4.4 through 4.7, directly or indirectly, whether as owner, partner,
shareholder (other than the holder of 1% or less of the common stock of any
company the common stock of which is listed on a national stock exchange or
quoted on the Nasdaq Stock Market), or as consultant, agent, employee of any
other Person or otherwise, engage in competition (as to any service or product
provided by Employer or for which Employer had made substantial preparation to
enter into or offer prior to the termination of Executive's employment) with
Employer or any of its Affiliates anywhere within a ten (10) mile radius of any
city or town in which Bank or any Affiliate has a branch or other office (or to
such lesser extent and for such lesser period as may be deemed enforceable, it
being the intention of the parties that this Section 5.2 shall be so enforced);
provided, however,
that the restrictive covenant set forth herein shall
automatically terminate or expire upon a Change in Control event and shall not
be of any further force or effect whatsoever following said Change in Control
event.
5.3