CONTRACT, OR TORT LAW, RELATING TO EMPLOYEE'S
EMPLOYMENT BY THE BANK.
15.
CONFIDENTIALITY.
THE EXISTENCE OF THIS
AGREEMENT AND ITS TERMS ARE TO BE HELD IN STRICT CONFIDENCE BY THE BANK AND
EMPLOYEE.
DISCLOSURE BY EMPLOYEE SHALL BE LIMITED TO IMMEDIATE FAMILY AND TO
PERSONS REPRESENTING OR ADVISING HER FOR ACCOUNTING, TAX, BUSINESS OR LEGAL
PURPOSES OR AS OTHERWISE REQUIRED BY LAW, AND SHALL BE FURTHER LIMITED TO
FINANCIAL MATTERS.
EMPLOYEE FURTHER AGREES NOT TO DISCLOSE CONFIDENTIAL
INFORMATION ABOUT THE OPERATIONS OF THE BANK TO ANYONE.
16.
CONFIDENTIAL INFORMATION.
THE EMPLOYEE
ACKNOWLEDGES THAT, IN CONNECTION WITH HER EMPLOYMENT AT THE BANK, SHE OBTAINED
KNOWLEDGE ABOUT CONFIDENTIAL AND PROPRIETARY INFORMATION OF THE BANK, INCLUDING
BUT NOT LIMITED TO PRIVILEGED AND CONFIDENTIAL MATTERS RELATING TO THE BANK'S
LEGAL MATTERS, LISTS OF CUSTOMERS, TECHNICAL INFORMATION ABOUT BANK PRODUCTS,
AND STRATEGIC PLANS OF THE BANK'S BUSINESS (HEREINAFTER THE "INFORMATION").
EMPLOYEE AGREES NOT TO
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USE, PUBLISH OR OTHERWISE DISCLOSE ANY INFORMATION TO OTHERS, INCLUDING BUT NOT
LIMITED TO A SUBSEQUENT EMPLOYER OR COMPETITOR OF THE BANK, EITHER PRIOR TO OR
FOLLOWING THE EFFECTIVE DATE.
IF THE EMPLOYEE HAS ANY QUESTION REGARDING WHAT
DATA OR INFORMATION WOULD BE CONSIDERED BY THE BANK TO BE INFORMATION SUBJECT TO
THIS PROVISION, THE EMPLOYEE AGREES TO CONTACT THE PRESIDENT OF THE BANK IN
WRITING FOR CLARIFICATION.
17.
EMPLOYEE REPRESENTATIONS.
EMPLOYEE MAKES
THE FOLLOWING ADDITIONAL REPRESENTATIONS TO THE BANK, EACH OF WHICH IS
SIGNIFICANT AND AN IMPORTANT CONSIDERATION FOR THE BANK'S WILLINGNESS TO ENTER
INTO THE AGREEMENT:
I.
EMPLOYEE EXPRESSLY ACKNOWLEDGES THAT
IF SHE DID NOT EXECUTE THE AGREEMENT, SHE WOULD NOT BE ENTITLED TO RECEIVE THE
MONEY AND BENEFITS SET FORTH IN PARAGRAPHS 2 AND 3.
II.
EMPLOYEE ACKNOWLEDGES THAT SHE HAS
BEEN GIVEN A FULL AND FAIR OPPORTUNITY TO REVIEW THE AGREEMENT, THE BANK
SPECIFICALLY RECOMMENDED THAT EMPLOYEE CONSULT WITH AN ATTORNEY BEFORE EXECUTING
THE AGREEMENT, AND SHE HAS BEEN ALLOWED UP TO TWENTY-ONE (21) DAYS TO CONSIDER
WHETHER TO ACCEPT THE AGREEMENT.
III.
EMPLOYEE UNDERSTANDS THAT SHE MAY CHANGE
HER MIND AND REVOKE THE AGREEMENT AT ANY TIME DURING THE SEVEN (7) DAYS
IMMEDIATELY FOLLOWING THE DATE SHE SIGNS THE AGREEMENT, PROVIDED SHE DOES SO IN
WRITING, IN WHICH CASE NONE OF THE PROVISIONS OF THE AGREEMENT WILL HAVE ANY
EFFECT.
EMPLOYEE UNDERSTANDS THAT SHE WILL NOT BE ENTITLED TO RECEIVE ANY
PAYMENT UNDER THE AGREEMENT UNTIL THE SEVEN (7) DAY REVOCATION PERIOD HAS
EXPIRED WITHOUT REVOCATION OF THE AGREEMENT.
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18.
GOVERNING LAW.
THIS AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE COMMONWEALTH OF
PENNSYLVANIA AND ANY APPLICABLE FEDERAL LAWS, WITHOUT REGARD TO CHOICE OF LAW
PROVISIONS.
19.
SEVERABILITY OF PROVISIONS.
IF ANY TERM OR
PROVISION OF THIS AGREEMENT SHALL BE HELD TO BE INVALID OR UNENFORCEABLE FOR ANY
REASON, SUCH TERM OR PROVISION SHALL BE INEFFECTIVE TO THE EXTENT OF SUCH
INVALIDITY OR UNENFORCEABILITY WITHOUT INVALIDATING THE REMAINING TERMS OF
PROVISIONS HEREOF, AND SUCH TERM OR PROVISION SHALL BE DEEMED MODIFIED TO THE
EXTENT NECESSARY TO