COMPANY OR ENTITY WITH WHICH THE EXECUTIVE IS THEN EMPLOYED
OR OTHERWISE AFFILIATED. FURTHER, DURING THE RESTRICTED PERIOD, THE EXECUTIVE
SHALL NOT ENCOURAGE OR INDUCE ANY EMPLOYEE, REPRESENTATIVE, OFFICER OR DIRECTOR
OF THE COMPANY OR ANY OF ITS SUBSIDIARIES TO CEASE THEIR RELATIONSHIP WITH THE
COMPANY OR ANY OF ITS SUBSIDIARIES FOR ANY REASON. THIS SECTION 2(B) SHALL NOT
APPLY TO SOLICITATION, RECRUITMENT, ENCOURAGEMENT, INDUCEMENT OR TERMINATION
DURING THE PERIOD OF EXECUTIVE'S EMPLOYMENT WITH THE COMPANY AND ON BEHALF OF
THE COMPANY OR ANY OF ITS SUBSIDIARIES.
3
(C)
NO COMPETITION OR SOLICITATION OF BUSINESS.
DURING THE
RESTRICTED PERIOD, THE EXECUTIVE SHALL NOT DIRECTLY OR INDIRECTLY, FOR THE
PURPOSE OF PROVIDING SERVICES OR PRODUCTS THAT ARE COMPETITIVE WITH THOSE
PROVIDED BY THE COMPANY AND ITS SUBSIDIARIES: (I) BECOME AN OFFICER, AGENT,
EMPLOYEE, PARTNER OR DIRECTOR OF ANY OTHER CORPORATION, PARTNERSHIP OR OTHER
ENTITY, OR OTHERWISE RENDER SERVICES TO OR ASSIST OR HOLD AN INTEREST (EXCEPT AS
A LESS THAN TWO-PERCENT SHAREHOLDER OF A PUBLICLY TRADED COMPANY) IN ANY
SIGNIFICANT COMPETITOR (AS DEFINED BELOW), OR (II) SOLICIT THE BUSINESS OF (A)
ANY ACTIVE CLIENT OR CUSTOMER OF THE COMPANY OR ANY OF ITS SUBSIDIARIES, OR (B)
ANY PERSON OR ENTITY WHO IS OR WAS AT ANY TIME DURING THE SIX MONTHS PRIOR TO
SUCH SOLICITATION A CLIENT OR CUSTOMER OF THE COMPANY OR ANY OF ITS
SUBSIDIARIES. THE TERM "SIGNIFICANT COMPETITOR" SHALL MEAN ANY COMMERCIAL BANK,
SAVINGS BANK, SAVINGS AND LOAN ASSOCIATION, OR MORTGAGE BANKING COMPANY, OR A
HOLDING COMPANY AFFILIATE OF ANY OF THE FOREGOING WHICH (X) HAS AN OFFICE OUT OF
WHICH THE EMPLOYEE WOULD BE PRIMARILY BASED WITHIN FORTY (40) MILES OF THE
BANK'S HOME OFFICE OR THE EMPLOYEE'S PRINCIPAL OFFICE LOCATION WITH THE COMPANY
AS OF THE DATE OF TERMINATION OR (Y) IS AN INSTITUTION THAT HAS MORE THAN $1
BILLION OF DEPOSITS IN CONNECTICUT.
(D)
REMEDIES.
THE EXECUTIVE ACKNOWLEDGES AND AGREES THAT THE
TERMS OF SECTION 2: (I) ARE REASONABLE IN LIGHT OF ALL OF THE CIRCUMSTANCES,
(II) ARE SUFFICIENTLY LIMITED TO PROTECT THE LEGITIMATE INTERESTS OF THE COMPANY
AND ITS SUBSIDIARIES, (III) IMPOSE NO UNDUE HARDSHIP ON THE EXECUTIVE AND (IV)
ARE NOT INJURIOUS TO THE PUBLIC. THE EXECUTIVE FURTHER ACKNOWLEDGES AND AGREES
THAT: (A) THE EXECUTIVE'S BREACH OF THE PROVISIONS OF SECTION 2 WILL CAUSE THE
COMPANY IRREPARABLE HARM, WHICH LIKELY CANNOT BE ADEQUATELY COMPENSATED BY MONEY
DAMAGES, AND (B) IF THE COMPANY ELECTS TO PREVENT THE EXECUTIVE FROM BREACHING
SUCH PROVISIONS BY OBTAINING AN INJUNCTION AGAINST THE EXECUTIVE, THERE IS A
REASONABLE PROBABILITY OF THE COMPANY'S EVENTUAL SUCCESS ON THE MERITS. THE
EXECUTIVE CONSENTS AND AGREES THAT IF THE EXECUTIVE COMMITS ANY SUCH BREACH OR
THREATENS TO COMMIT ANY BREACH, THE COMPANY SHALL BE ENTITLED TO TEMPORARY,
PRELIMINARY, AND/OR PERMANENT INJUNCTIVE RELIEF FROM A COURT OF COMPETENT
JURISDICTION, WITHOUT POSTING ANY BOND OR OTHER SECURITY AND WITHOUT THE
NECESSITY OF PROOF OF ACTUAL DAMAGE, IN ADDITION TO, AND NOT IN LIEU OF, SUCH
OTHER REMEDIES AS MAY BE AVAILABLE TO THE COMPANY