DURING THE APPLICABLE NONCOMPETITION PERIOD (AS DEFINED BELOW):
(I)
BECOME EMPLOYED BY (AS AN OFFICER, DIRECTOR, EMPLOYEE,
CONSULTANT OR OTHERWISE), INVOLVED OR ENGAGED IN, OR OTHERWISE COMMERCIALLY
INTERESTED IN OR AFFILIATED WITH (OTHER THAN AS A LESS THAN 5% EQUITY OWNER OF
ANY CORPORATION TRADED ON ANY NATIONAL, INTERNATIONAL OR REGIONAL STOCK EXCHANGE
OR IN THE OVER-THE-COUNTER MARKET) ANY PERSON OR ENTITY THAT COMPETES WITH THE
COMPANY OR AN AFFILIATE THEREOF (EACH, A "COMPANY AFFILIATE") IN THE BUSINESS OF
PROVIDING TRADITIONAL BANKING SERVICES OR OTHER SERVICES PROVIDED BY THE COMPANY
AND ITS AFFILIATES DURING THE TERM.
(II)
SOLICIT OR ATTEMPT TO SOLICIT, FOR COMPETITIVE PURPOSES,
THE BUSINESS OF ANY OF THE CLIENTS OR CUSTOMERS OF ANY COMPANY AFFILIATE, OR
OTHERWISE INDUCE SUCH CUSTOMERS OR CLIENTS OR PROSPECTIVE CUSTOMERS OR CLIENTS
TO REDUCE, TERMINATE,
10
RESTRICT OR ALTER THEIR BUSINESS RELATIONSHIP WITH ANY COMPANY AFFILIATE IN ANY
FASHION; OR
(III)
INDUCE OR ATTEMPT TO INDUCE ANY EMPLOYEE OF ANY COMPANY
AFFILIATE TO LEAVE THE COMPANY FOR THE PURPOSE OF ENGAGING IN A BUSINESS
OPERATION THAT IS COMPETITIVE WITH THE COMPANY.
(B)
NONCOMPETITION PERIOD.
FOR PURPOSES OF THIS SECTION 9
"NONCOMPETITION PERIOD" SHALL MEAN THE PERIOD OF EMPLOYMENT HEREUNDER AND THE
PERIOD COMMENCING ON THE DATE OF TERMINATION OF EMPLOYMENT AND ENDING TWENTY
FOUR MONTHS THEREAFTER; PROVIDED, HOWEVER, THAT IN THE EVENT EMPLOYEE IS
TERMINATED FOR CAUSE PURSUANT TO THE PROVISIONS OF SECTION 6(E) HEREOF, THE
NONCOMPETITION PERIOD SHALL MEAN THE PERIOD COMMENCING ON THE DATE OF
TERMINATION AND ENDING TWELVE MONTHS THEREAFTER.
(C)
GEOGRAPHIC SCOPE.
THE RESTRICTIONS ON COMPETITION AND
SOLICITATION SET FORTH IN THIS SECTION 9 SHALL APPLY TO ANY COUNTY IN THE STATE
OF SOUTH CAROLINA OR IN ANY OTHER STATE IN WHICH THE COMPANY OR A COMPANY
AFFILIATE IS CONDUCTING BUSINESS OPERATIONS DURING THE NONCOMPETITION PERIOD.
HOWEVER, THE RESTRICTIONS ARE INTENDED TO APPLY ONLY WITH RESPECT TO PERSONAL
ACTIVITIES OF EMPLOYEE WITHIN ANY SUCH COUNTY AND SHALL NOT BE DEEMED TO APPLY
IF EMPLOYEE IS EMPLOYED BY A CORPORATION THAT HAS BRANCH OFFICES WITHIN ANY SUCH
COUNTY BUT EMPLOYEE DOES NOT PERSONALLY WORK IN OR HAVE ANY BUSINESS CONTACTS
WITH PERSONS IN SUCH COUNTY.
(D)
PROVIDING COPY OF AGREEMENT.
EMPLOYEE SHALL PROVIDE A COPY OF
THIS AGREEMENT TO ANY PERSON OR ENTITY WITH WHOM EMPLOYEE INTERVIEWS THAT IS IN
COMPETITION WITH THE COMPANY DURING THE NONCOMPETITION PERIOD.
(E)
OBLIGATIONS SURVIVE.
EMPLOYEE'S OBLIGATIONS UNDER THIS SECTION 9
SHALL SURVIVE ANY TERMINATION OF HIS EMPLOYMENT WITH THE COMPANY.
(F)
PAYMENT FOR NONCOMPETITION.
IN ADDITION TO THE PAYMENTS TO
EMPLOYEE PROVIDED BY SECTIONS 6(B) (THE COMPANY'S TERMINATION OF EMPLOYEE
WITHOUT CAUSE), 6(C) (TERMINATION OF EMPLOYMENT BY EMPLOYEE FOR GOOD REASON),
6(D) (EMPLOYEE'S VOLUNTARY TERMINATION OF EMPLOYMENT), OR 7 (TERMINATION OF
EMPLOYMENT AFTER A CHANGE OF CONTROL), EMPLOYEE SHALL BE PAID FOR NOT COMPETING
WITH THE COMPANY AS ABOVE PROVIDED EMPLOYEE'S TOTAL COMPENSATION IN EFFECT AT
THE TIME OF TERMINATION OF HIS EMPLOYMENT FOR A PERIOD OF TWO YEARS, SUCH
PAYMENT TO BE MADE IN TWO EQUAL LUMP SUM PAYMENTS WITH