BE TREATED AS DEFERRED COMPENSATION UNDER SECTION 409A OF THE CODE, THEN, TO
THE EXTENT REQUIRED BY SECTION 409A OF THE CODE, PAYMENTS MAY BE DELAYED TO THE
DATE WHICH IS SIX (6) MONTHS AFTER THE DATE OF SEPARATION FROM SERVICE.
(J)
RELEASE.
AS A CONDITION TO FIRST BUSEY'S OBLIGATION TO PAY ANY
SEVERANCE BENEFIT UNDER SECTION 4(G), EXECUTIVE AGREES THAT EXECUTIVE WILL
EXECUTE A GENERAL RELEASE OF FIRST BUSEY AND ITS AFFILIATES, SUBSTANTIALLY IN
THE FORM ATTACHED HERETO AS EXHIBIT A.
SECTION 5.
CONFIDENTIALITY.
EXECUTIVE ACKNOWLEDGES THAT THE NATURE
OF EXECUTIVE'S EMPLOYMENT WILL REQUIRE THAT EXECUTIVE PRODUCE AND HAVE ACCESS TO
RECORDS, DATA, TRADE SECRETS AND INFORMATION THAT ARE NOT AVAILABLE TO THE
PUBLIC REGARDING FIRST BUSEY AND ITS SUBSIDIARIES AND AFFILIATES ("CONFIDENTIAL
INFORMATION").
EXECUTIVE WILL HOLD IN CONFIDENCE AND NOT DIRECTLY OR INDIRECTLY
DISCLOSE ANY CONFIDENTIAL INFORMATION TO THIRD PARTIES UNLESS DISCLOSURE BECOMES
REASONABLY NECESSARY IN CONNECTION WITH EXECUTIVE'S PERFORMANCE OF EXECUTIVE'S
DUTIES HEREUNDER, OR THE CONFIDENTIAL INFORMATION LAWFULLY BECOMES AVAILABLE TO
THE PUBLIC FROM OTHER SOURCES, OR EXECUTIVE IS AUTHORIZED IN WRITING BY FIRST
BUSEY TO DISCLOSE IT, OR EXECUTIVE IS REQUIRED TO MAKE DISCLOSURE BY A LAW OR
PURSUANT TO THE AUTHORITY OF ANY ADMINISTRATIVE AGENCY OR JUDICIAL BODY.
ALL
CONFIDENTIAL INFORMATION AND ALL OTHER RECORDS, FILES, DOCUMENTS AND OTHER
MATERIALS OR COPIES THEREOF RELATING TO THE BUSINESS OF FIRST BUSEY OR ANY OF
ITS SUBSIDIARIES OR AFFILIATES THAT EXECUTIVE PREPARES OR USES WILL ALWAYS BE
THE SOLE PROPERTY OF FIRST BUSEY.
EXECUTIVE WILL PROMPTLY RETURN ALL ORIGINALS
AND COPIES OF SUCH CONFIDENTIAL INFORMATION AND OTHER RECORDS, FILES, DOCUMENTS
AND OTHER MATERIALS TO FIRST BUSEY IF EXECUTIVE'S EMPLOYMENT WITH FIRST BUSEY IS
TERMINATED FOR ANY REASON.
7
SECTION 6.
NON-COMPETITION COVENANT.
(A)
RESTRICTIVE COVENANT.
EXECUTIVE AGREES THAT, FOR A PERIOD OF ONE
(1) YEAR AFTER THE TERMINATION OF THIS AGREEMENT, EXECUTIVE WILL NOT, WITHOUT
FIRST BUSEY'S PRIOR WRITTEN CONSENT, DIRECTLY OR INDIRECTLY COMPETE WITH FIRST
BUSEY.
FOR THE PURPOSES OF SECTION 6(A):
(I)
"COMPETE" MEANS DIRECTLY OR INDIRECTLY OWNING, MANAGING,
OPERATING OR CONTROLLING A COMPETITOR; OR WITHIN THE RESTRICTED AREA, DIRECTLY
OR INDIRECTLY SERVING AS AN EMPLOYEE, OFFICER OR DIRECTOR OF OR A CONSULTANT TO
A COMPETITOR, OR SOLICITING OR INDUCING ANY OFFICER OR EMPLOYEE THAT REPORTED
DIRECTLY TO EXECUTIVE OR AGENT OF FIRST BUSEY TO TERMINATE EMPLOYMENT WITH FIRST
BUSEY OR ANY OF ITS SUBSIDIARIES AND BECOME EMPLOYED BY A COMPETITOR, OR BY
SOLICITING OR INDUCING ANY CUSTOMER, WHEREVER LOCATED, OF FIRST BUSEY OR ITS
SUBSIDIARY BANKS WITH WHOM EXECUTIVE HAD CONTACT DURING EXECUTIVE'S EMPLOYMENT
TO MODIFY OR TERMINATE ITS RELATIONSHIP WITH FIRST BUSEY OR ITS SUBSIDIARY
BANKS.
(II)
"COMPETITOR" MEANS ANY PERSON, FIRM, PARTNERSHIP, CORPORATION,
TRUST OR OTHER ENTITY THAT OWNS, CONTROLS OR IS A BANK, SAVINGS AND LOAN
ASSOCIATION, CREDIT UNION OR SIMILAR FINANCIAL INSTITUTION OR FINANCIAL
PLANNING, BROKERAGE OR INVESTMENT FIRM (COLLECTIVELY, A "FINANCIAL INSTITUTION")
THAT IS PHYSICALLY LOCATED AND CONDUCTS LENDING, DEPOSIT OR WEALTH MANAGEMENT
ACTIVITIES WITHIN THE FIFTY (50) MILE RADII OF THE PRIMARY FIRST BUSEY OFFICE
FROM WHICH