under this Agreement shall be
subject to Executive's compliance with paragraph (b), (c) and (d) of this
Section 15.
(B)
EXECUTIVE SHALL, UPON REASONABLE NOTICE, FURNISH SUCH INFORMATION
AND ASSISTANCE TO THE BANK AS MAY REASONABLY BE REQUIRED BY THE BANK IN
CONNECTION WITH ANY LITIGATION IN WHICH IT OR ANY OF ITS SUBSIDIARIES OR
AFFILIATES IS, OR MAY BECOME, A PARTY; PROVIDED, HOWEVER, THAT EXECUTIVE SHALL
NOT BE REQUIRED TO PROVIDE INFORMATION OR ASSISTANCE WITH RESPECT TO ANY
LITIGATION BETWEEN EXECUTIVE AND THE BANK OR ANY OF ITS SUBSIDIARIES OR
AFFILIATES.
(C)
EXECUTIVE RECOGNIZES AND ACKNOWLEDGES THAT THE KNOWLEDGE OF THE
BUSINESS ACTIVITIES AND PLANS FOR BUSINESS ACTIVITIES OF THE BANK AND AFFILIATES
THEREOF, AS IT MAY EXIST FROM TIME TO TIME, IS A VALUABLE, SPECIAL AND UNIQUE
ASSET OF THE BUSINESS OF THE BANK AND AFFILIATES THEREOF.
EXECUTIVE WILL NOT,
DURING OR AFTER THE TERM OF HIS EMPLOYMENT, DISCLOSE ANY KNOWLEDGE OF THE PAST,
PRESENT, PLANNED OR CONSIDERED BUSINESS ACTIVITIES OF THE BANK OR AFFILIATES
THEREOF TO ANY PERSON, FIRM, CORPORATION, OR OTHER ENTITY FOR ANY REASON OR
PURPOSE WHATSOEVER (EXCEPT FOR SUCH DISCLOSURE AS MAY BE REQUIRED TO BE PROVIDED
TO THE OCC, THE FDIC, OR OTHER REGULATORY AGENCY WITH JURISDICTION OVER THE BANK
OR EXECUTIVE).
NOTWITHSTANDING THE FOREGOING, EXECUTIVE MAY DISCLOSE ANY
KNOWLEDGE OF BANKING, FINANCIAL AND/OR ECONOMIC PRINCIPLES, CONCEPTS OR IDEAS
WHICH ARE NOT SOLELY AND EXCLUSIVELY DERIVED FROM THE BUSINESS PLANS AND
ACTIVITIES OF THE BANK, AND EXECUTIVE MAY DISCLOSE ANY INFORMATION REGARDING THE
BANK WHICH IS OTHERWISE PUBLICLY AVAILABLE OR WHICH EXECUTIVE IS OTHERWISE
LEGALLY REQUIRED TO DISCLOSE.
IN THE EVENT OF A BREACH OR THREATENED BREACH BY
EXECUTIVE OF THE PROVISIONS OF THIS SECTION 15, THE BANK WILL BE ENTITLED TO AN
INJUNCTION RESTRAINING EXECUTIVE FROM DISCLOSING, IN WHOLE OR IN PART, HIS
KNOWLEDGE OF THE PAST, PRESENT, PLANNED OR CONSIDERED BUSINESS ACTIVITIES OF THE
BANK OR ANY OF ITS AFFILIATES, OR FROM RENDERING ANY SERVICES TO ANY PERSON,
FIRM, CORPORATION OR OTHER ENTITY TO WHOM SUCH KNOWLEDGE, IN WHOLE OR IN PART,
HAS BEEN DISCLOSED OR IS THREATENED TO BE DISCLOSED.
NOTHING HEREIN WILL BE
CONSTRUED AS PROHIBITING THE BANK FROM PURSUING ANY OTHER REMEDIES AVAILABLE TO
THEM FOR SUCH BREACH OR THREATENED BREACH, INCLUDING THE RECOVERY OF DAMAGES
FROM EXECUTIVE.
(d)
Upon any termination of Executive's employment hereunder for any
reason other than (i) pursuant to Section 4(a)(iii); (ii) pursuant to Section 6;
or (iii) any termination of Executive's employment hereunder as a result of the
expiration of Executive's employment term following a notice of non-renewal
pursuant to Section 2, Executive agrees not to compete in the banking and
lending business with the Bank and any of its affiliates for a period of one (1)
year following such termination in any city or town in which the Bank has an
office or has filed an application for regulatory approval to establish an
office, determined as of the effective date of such termination, except as
agreed to pursuant to a resolution