AGREES TO KEEP IN STRICT SECRECY AND CONFIDENCE, BOTH
DURING AND AFTER THE PERIOD OF HIS EMPLOYMENT, ANY AND ALL PROPRIETARY
INFORMATION WHICH THE EXECUTIVE ACQUIRES, OR TO WHICH THE EXECUTIVE HAS ACCESS,
DURING EMPLOYMENT BY THE BANK, THAT HAS NOT BEEN PUBLICLY DISCLOSED BY THE BANK,
UNTIL SUCH TIME AS SUCH PROPRIETARY INFORMATION BECOMES GENERALLY KNOWN TO THE
PUBLIC OTHER THAN PURSUANT TO A BREACH OF THIS PARAGRAPH 16 BY THE EXECUTIVE.
THE PROPRIETARY INFORMATION COVERED BY THIS AGREEMENT SHALL INCLUDE, BUT SHALL
NOT BE LIMITED TO: (I) THE IDENTITIES OF THE BANK'S EXISTING AND PROSPECTIVE
CUSTOMERS OR CLIENTS, INCLUDING NAMES, ADDRESSES, CREDIT STATUS, AND PRICING
LEVELS; (II) THE BUYING AND SELLING HABITS AND CUSTOMS OF THE BANK'S EXISTING
AND PROSPECTIVE CUSTOMERS OR CLIENTS; (III) FINANCIAL INFORMATION ABOUT THE
BANK; (IV) PRODUCT AND SYSTEMS SPECIFICATIONS, CONCEPTS FOR NEW OR IMPROVED
PRODUCTS AND OTHER PRODUCT OR SYSTEMS DATA; (V) THE IDENTITIES OF, AND SPECIAL
SKILLS POSSESSED BY, THE BANK'S EMPLOYEES; (VI) THE IDENTITIES OF AND PRICING
INFORMATION ABOUT THE BANK'S SUPPLIERS AND VENDORS; (VII) TRAINING PROGRAMS
DEVELOPED BY THE BANK; (VIII) PRICING STUDIES, INFORMATION AND ANALYSES;
(IX) CURRENT AND PROSPECTIVE PRODUCTS AND INVENTORIES; (X) FINANCIAL MODELS,
BUSINESS PROJECTIONS AND MARKET STUDIES; (XI) THE BANK'S FINANCIAL RESULTS AND
BUSINESS CONDITIONS; (XII) BUSINESS PLANS AND STRATEGIES; (XIII) SPECIAL
PROCESSES, PROCEDURES, AND SERVICES OF THE BANK AND ITS SUPPLIERS AND VENDORS;
AND (XIV) COMPUTER PROGRAMS AND SOFTWARE DEVELOPED BY THE BANK OR ITS
CONSULTANTS.
THE PROVISIONS AND AGREEMENTS ENTERED INTO HEREIN SHALL SURVIVE
THE TERM OF THE EXECUTIVE'S EMPLOYMENT TO THE EXTENT REASONABLY NECESSARY TO
ACCOMPLISH THEIR PURPOSE IN PROTECTING THE INTERESTS OF THE BANK IN ANY
PROPRIETARY INFORMATION DISCLOSED TO, OR LEARNED BY, THE EXECUTIVE WHILE
EMPLOYED.
14.
THE EXECUTIVE SHALL NOT DIRECTLY OR INDIRECTLY ENGAGE IN
COMPETITION WITH THE BANK AT ANY TIME DURING THE EXISTENCE OF THE EMPLOYMENT
RELATIONSHIP BETWEEN THE BANK AND THE EXECUTIVE, AND THE EXECUTIVE WILL NOT ON
HIS OWN BEHALF, OR AS ANOTHER'S AGENT OR EMPLOYEE, ENGAGE IN ANY OF THE SAME OR
3
similar duties and/or Bank-related responsibilities required by the Executive's
position with the Bank, other than as an employee of the Bank pursuant to this
Agreement or as specifically approved by the Board of Directors.
In addition,
without the prior written consent of the Board of Directors, Executive shall not
usurp for himself any corporate opportunity available to the Bank.
15.
THE EXECUTIVE EXPRESSLY REPRESENTS THAT HE HAS NO AGREEMENTS WITH,
OR OBLIGATIONS TO, ANY PARTY WHICH CONFLICT, OR MAY CONFLICT, WITH THE INTERESTS
OF THE BANK OR WITH THE EXECUTIVE'S DUTIES AS AN EMPLOYEE OF THE BANK.
16.
THE EXECUTIVE ACKNOWLEDGES THAT THE SPECIAL RELATIONSHIP OF TRUST
AND CONFIDENCE BETWEEN HIM, THE BANK, AND ITS CLIENTS AND CUSTOMERS CREATES A
HIGH RISK AND OPPORTUNITY FOR THE EXECUTIVE TO MISAPPROPRIATE THE RELATIONSHIP
AND GOODWILL EXISTING BETWEEN THE BANK AND ITS CLIENTS AND CUSTOMERS.
THE
EXECUTIVE FURTHER ACKNOWLEDGES AND AGREES THAT IT IS FAIR AND REASONABLE FOR THE
BANK TO TAKE STEPS TO