LIMIT THE SCOPE OR INTENT OF ANY OF THE PROVISIONS OF THIS
AGREEMENT.
17.
REFERENCES TO ENTITIES.
ALL REFERENCES TO PEOPLES FIRST SHALL
BE DEEMED TO INCLUDE REFERENCES TO THE BANK, OR ANY AFFILIATE OF EITHER, AS
APPROPRIATE IN THE RELEVANT CONTEXT, AND VICE VERSA; PROVIDED, HOWEVER, THAT
THIS SECTION SHALL NOT BE CONSTRUED IN A MANNER THAT RESULTS IN A DETERMINATION
THAT A TRANSACTION CONSTITUTES A CHANGE IN CONTROL UNLESS SUCH TRANSACTION IS
LITERALLY DESCRIBED IN THE DEFINITION OF SUCH TERM.
18.
EFFECTIVE DATE; TERMINATION OF PRIOR AGREEMENTS.
THIS
AGREEMENT SHALL BECOME EFFECTIVE IMMEDIATELY UPON THE EXECUTION AND DELIVERY OF
THE SAME BY THE PARTIES HERETO.
UPON THE EXECUTION AND DELIVERY OF THIS
AGREEMENT, ANY PRIOR AGREEMENT RELATING TO THE SUBJECT MATTER HEREOF WILL BE
DEEMED AUTOMATICALLY TERMINATED AND BE OF NO FURTHER FORCE OR EFFECT.
19.
WITHHOLDING FOR TAXES.
ALL AMOUNTS AND BENEFITS PAID OR
PROVIDED HEREUNDER SHALL BE SUBJECT TO WITHHOLDING FOR TAXES AS REQUIRED BY LAW.
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20.
NONSOLICITATION OF EMPLOYEES AND CUSTOMERS.
DURING THE PERIOD
OF TIME THAT ANY PAYMENTS AND BENEFITS ARE TO BE PROVIDED TO EMPLOYEE UNDER
SECTION 3, HE/SHE SHALL REFRAIN FROM DIRECTLY OR INDIRECTLY SOLICITING FOR
EMPLOYMENT OR BUSINESS RELATIONSHIP PURPOSES EMPLOYEES OR CUSTOMERS OF PEOPLES
FIRST, THE BANK OR ANY AFFILIATE OF EITHER OR ANY SUCCESSOR TO EITHER AS OF THE
DATE OF HIS/HER TERMINATION OF EMPLOYMENT.
IN THE EVENT OF A BREACH OF THIS
SECTION, THE EMPLOYEE'S RIGHT TO PAYMENTS AND BENEFITS UNDER SECTIONS 3 AND 4
SHALL IMMEDIATELY TERMINATE.
PEOPLES FIRST OR ANY SUCCESSOR SHALL BE ENTITLED
TO RECOVER ANY PAYMENTS OR BENEFITS MADE FOLLOWING THE COMMENCEMENT OF THE
PROHIBITED CONDUCT, BUT BEFORE DISCOVERY OF THE SAME, AND MAY COMMENCE AN ACTION
IN ANY COURT OF COMPETENT JURISDICTION FOR SUCH ADDITIONAL LEGAL AND EQUITABLE
RELIEF AS IT MAY DEEM NECESSARY OR APPROPRIATE TO RECOVER DAMAGES INCURRED BY
REASON OF SUCH CONDUCT AND TO PRECLUDE CONTINUED VIOLATION OF THIS SECTION.
IN WITNESS WHEREOF, the parties have executed this Agreement, or caused it to be
executed, as of the date first above written.
PEOPLES FIRST, INC.
By
(SEAL)
Attest:
(Assistant) Secretary
("Peoples First")
THE PEOPLES BANK OF OXFORD
By
(SEAL)
Attest:
(Assistant) Secretary
("Bank")
Witness:
(SEAL)
("Employee")
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