ALLOCATION, AS NECESSARY, TO ACCOMMODATE NON-OPERATING FLUCTUATIONS
IN BOOK VALUE.
(C)
EXECUTIVE MAY, AT THE DISCRETION OF THE
BOARD, BE GRANTED STOCK OPTIONS OR OTHER AND FURTHER COMPENSATION.
(D)
EXECUTIVE HAS BEEN INCLUDED IN THE BANK'S
SUPPLEMENTAL EXECUTIVE RETIREMENT PROGRAM (SERP), WHICH IS PARTIALLY FUNDED WITH
CERTAIN "BANK-OWNED LIFE INSURANCE" (BOLI) POLICIES, AND SHALL CONTINUE TO BE
INCLUDED IN THAT PLAN, AS HERETOFORE ESTABLISHED BY THE BOARD OF DIRECTORS AND
AS MAY BE AMENDED OR MODIFIED BY THEM IN THE FUTURE.
(E)
BANK WILL ALSO PAY TO EXECUTIVE AN
INCENTIVE FOR LOAN PRICING GEARED TOWARD PROFITABILITY WHICH SHALL BE EQUAL TO
35% OF THE ANNUALIZED PROFIT OVER AND ABOVE A BASE RATE DETERMINED BY OUR
PRICING SHEET, WHICH TARGETS A RETURN ON OUR ASSETS OF 1.5% FOR EACH NEW ASSET,
WITH A MINIMUM INCENTIVE OF 25 BASIS POINTS ANNUALIZED FOR EACH NEW LOAN
CUSTOMER BROUGHT BY EXECUTIVE TO THE BANK.
(F)
EXECUTIVE HAS PREVIOUSLY EXECUTED A
DEFERRED COMPENSATION AGREEMENT, KNOWN AS THE "PATRICK FAYHEE RABBI TRUST", TO
WHICH EXECUTIVE MAY DEFER CERTAIN ELEMENTS OF HIS COMPENSATION, CONSISTENT WITH
THAT PLAN AND APPLICABLE LAWS AND REGULATIONS.
SECTION 3.
BENEFITS.
(A)
EXECUTIVE ALSO SHALL BE ENTITLED TO
PARTICIPATE IN ALL COVERAGES, INCLUDING LIFE, HEALTH, AND DISABILITY INSURANCE
AND EMPLOYEE BENEFIT PLANS AND PROGRAMS AS OFFERED FROM TIME TO TIME TO
EXECUTIVE OFFICERS OF THE BANK OR TO DIRECTORS.
EXECUTIVE'S AND HIS DEPENDENTS'
PARTICIPATION IN ANY SUCH PLAN OR PROGRAM SHALL BE SUBJECT TO THE PROVISIONS,
RULES, REGULATIONS AND LAWS APPLICABLE THERETO.
(B)
EXECUTIVE SHALL BE ENTITLED TO PAID VACATION
IN ACCORDANCE WITH BANK POLICIES APPLICABLE TO ITS EXECUTIVE OFFICERS.
(C)
EXECUTIVE SHALL ALSO BE ABLE TO PARTICIPATE
IN SPECIAL INCENTIVES FOR BUSINESS DEVELOPMENT, PROFITABILITY, OR PRICING AS
DETERMINED FROM TIME TO TIME BY THE PRESIDENT.
(D)
THE BANK SHALL PAY REASONABLE EXPENSES
RELATED TO EXECUTIVE'S PARTICIPATION IN BUSINESS AND BUSINESS-RELATED SOCIAL
EVENTS AND FOR SUCH CLUB, COMMUNITY AND PROFESSIONAL ASSOCIATION DUES AND
EXPENSES THAT EXECUTIVE AND THE PRESIDENT OF THE BANK AGREE ARE IN THE BEST
INTERESTS OF THE BANK.
SECTION 4.
RESTRICTIVE COVENANTS.
EXECUTIVE ACKNOWLEDGES AND AGREES THAT IN THE COURSE OF HIS EMPLOYMENT HE WILL
LEARN VALUABLE TRADE SECRETS AND OTHER PROPRIETARY INFORMATION, AND THAT THE
BANK WOULD BE IRREPARABLY DAMAGED IF EXECUTIVE WERE TO USE OR DISCLOSE SUCH
2
INFORMATION AND/OR TO PROVIDE SERVICES TO ANY PERSON OR ENTITY IN VIOLATION OF
THE RESTRICTIONS CONTAINED IN THIS AGREEMENT.
ACCORDINGLY, EXECUTIVE AGREES
THAT DURING THE TERM OF THIS AGREEMENT AND FOR TWELVE (12) MONTHS THEREAFTER
(THE "RESTRICTED PERIOD"), EXECUTIVE SHALL NOT, DIRECTLY OR INDIRECTLY, EITHER
FOR HIMSELF OR FOR ANY OTHER PERSON OR ENTITY:
(A)
ENGAGE OR PARTICIPATE IN ANY ACTIVITY OR
BUSINESS, OR ASSIST, ADVISE OR BE CONNECTED WITH (INCLUDING AS AN EMPLOYEE,
OWNER, PARTNER, SHAREHOLDER, OFFICER, DIRECTOR, ADVISOR, CONSULTANT, AGENT OR
OTHERWISE), OR PERMIT HIS NAME TO BE USED BY OR OTHERWISE RENDER SERVICES,
DIRECTLY OR INDIRECTLY, FOR ANY PERSON OR ENTITY WHICH DIRECTLY COMPETES WITH
THE BANK AND WHICH HAS A FACILITY LOCATED WITHIN TWENTY (20)