ALL OF THE CONFIDENTIAL MATERIAL AND COPIES THEREOF, NOT PREVIOUSLY
DELIVERED TO THE COMPANY, THAT MAY BE, OR AT ANY PREVIOUS TIME HAS BEEN, IN HIS
OR HER POSSESSION OR UNDER HIS OR HER CONTROL.
(B)
BY EXECUTING A SEPARATION AGREEMENT AND RELEASE, A PARTICIPANT
SHALL AGREE THAT, FOR A NUMBER OF YEARS FOLLOWING HIS OR HER DATE OF TERMINATION
EQUAL TO THE SEVERANCE MULTIPLE, HE OR SHE SHALL NOT, IN ANY MANNER, DIRECTLY OR
INDIRECTLY (WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY):
(I) SOLICIT ANY
CLIENT TO TRANSACT BUSINESS WITH A COMPETITIVE ENTERPRISE OR TO REDUCE OR
REFRAIN FROM DOING ANY BUSINESS WITH THE COMPANY, (II) INTERFERE WITH OR DAMAGE
ANY RELATIONSHIP BETWEEN THE COMPANY AND A CLIENT OR (III) SOLICIT ANYONE WHO IS
THEN AN EMPLOYEE OF THE COMPANY (OR WHO WAS AN EMPLOYEE OF THE COMPANY WITHIN
THE PRIOR 12 MONTHS) TO RESIGN FROM THE COMPANY OR TO APPLY FOR OR ACCEPT
EMPLOYMENT WITH ANY OTHER BUSINESS OR ENTERPRISE. FOR PURPOSES OF THIS PLAN:
(I) "COMPETITIVE ENTERPRISE" MEANS ANY BUSINESS ENTERPRISE THAT EITHER (A)
9
ENGAGES IN ANY ACTIVITY CLOSELY ASSOCIATED WITH COMMERCIAL BANKING OR THE
OPERATION OF AN INSTITUTION, THE DEPOSITS OF WHICH ARE INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, IN A RESTRICTED TERRITORY (AS DEFINED BELOW), OR
(B) HOLDS A 25% OR GREATER EQUITY, VOTING OR PROFIT PARTICIPATION INTEREST IN
ANY ENTERPRISE THAT ENGAGES IN SUCH A COMPETITIVE ACTIVITY; (II) "CLIENT" MEANS
ANY CLIENT OR PROSPECTIVE CLIENT OF THE COMPANY TO WHOM THE PARTICIPANT PROVIDED
SERVICES, OR FOR WHOM THE PARTICIPANT TRANSACTED BUSINESS; AND (III) "SOLICIT"
MEANS ANY DIRECT OR INDIRECT COMMUNICATION OF ANY KIND, REGARDLESS OF WHO
INITIATES IT, THAT IN ANY WAY INVITES, ADVISES, ENCOURAGES OR REQUESTS ANY
PERSON TO TAKE OR REFRAIN FROM TAKING ANY ACTION. NOTHING IN THIS SECTION 9(B),
HOWEVER, SHALL PROHIBIT A PARTICIPANT OR ANY PERSON OR ENTITY IN WHICH HE OR SHE
HAS AN INTEREST FROM PLACING ADVERTISEMENTS IN PERIODICALS OF GENERAL
CIRCULATION SOLICITING APPLICATIONS FOR EMPLOYMENT, OR FROM EMPLOYING ANY PERSON
WHO ANSWERS ANY SUCH ADVERTISEMENT. A PARTICIPANT SHALL NOT BE DEEMED TO VIOLATE
THIS SECTION 9(B) SOLELY BY VIRTUE OF HIS OR HER INTEREST IN A PERSON WHOSE
STOCK IS PUBLICLY TRADED IF HE OR SHE IS THE OWNER OF NOT MORE THAN 2% OF THE
OUTSTANDING SHARES OF ANY CLASS OF STOCK OF SUCH CORPORATION, PROVIDED HE OR SHE
HAS NO ACTIVE PARTICIPATION IN THE BUSINESS OF SUCH CORPORATION (OTHER THAN
VOTING HIS OR HER STOCK) AND HE OR SHE DOES NOT PROVIDE SERVICES TO SUCH
CORPORATION IN ANY CAPACITY (WHETHER AS AN EMPLOYEE, AN INDEPENDENT CONTRACTOR
OR CONSULTANT, A BOARD MEMBER, OR OTHERWISE).
(C)
SOLELY IN THE CASE OF A PARTICIPANT WHOSE SEVERANCE MULTIPLE IS
MORE THAN 2, BY HIS OR HER EXECUTING A SEPARATION AGREEMENT AND RELEASE, HE OR
SHE AGREES THAT, FOR 2 YEARS FOLLOWING THE DATE OF TERMINATION, HE OR SHE SHALL
NOT DIRECTLY OR INDIRECTLY (WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY)
ASSOCIATE (INCLUDING AS A