BANK OR FINANCIAL INSTITUTION, INCLUDING ANY MORTGAGE BANKING BUSINESS;
PROVIDED, HOWEVER, THAT IF SMITH TERMINATES THIS AGREEMENT BY REASON OF A BREACH
OF THIS AGREEMENT BY FNB OR IF SMITH'S EMPLOYMENT IS TERMINATED FOR ANY REASON
OTHER THAN PURSUANT TO SECTIONS 5(C) OR 5(F) OF THIS AGREEMENT, THIS RESTRICTIVE
COVENANT SHALL BE NULL AND VOID AND SMITH SHALL BE ENTITLED TO BE EMPLOYED BY
ANY BANK OR FINANCIAL INSTITUTION, INCLUDING ANY MORTGAGE BANKING BUSINESS,
DOING BUSINESS IN THE APPLICABLE AREA.
(B)
SMITH COVENANTS AND AGREES THAT AT NO TIME
DURING THE TERM OF THIS AGREEMENT, NOR AT ANY TIME FOLLOWING ANY TERMINATION OF
EMPLOYMENT WILL SMITH COMMUNICATE, FURNISH, DIVULGE OR DISCLOSE IN ANY MANNER TO
ANY PERSON OR ENTITY ANY CONFIDENTIAL INFORMATION (AS DEFINED IN 8(C)) WITHOUT
THE PRIOR EXPRESS WRITTEN CONSENT OF FNB.
AFTER A TERMINATION OF EMPLOYMENT,
SMITH SHALL NOT, WITHOUT THE PRIOR WRITTEN CONSENT OF FNB, OR AS MAY OTHERWISE
BE REQUIRED BY LAW OR LEGAL PROCESS, COMMUNICATE OR DIVULGE SUCH CONFIDENTIAL
INFORMATION TO ANYONE OTHER THAN FNB AND ITS DESIGNEES.
(C)
FOR PURPOSES OF THIS SECTION, "CONFIDENTIAL
INFORMATION" SHALL MEAN FINANCIAL INFORMATION ABOUT FNB, CONTRACT TERMS WITH
VENDORS AND SUPPLIERS, CUSTOMER AND SUPPLIER LISTS AND DATA, TRADE SECRETS AND
SUCH OTHER COMPETITIVELY-SENSITIVE INFORMATION TO WHICH SMITH HAS ACCESS AS A
RESULT OF HER POSITIONS WITH FNB, EXCEPT THAT CONFIDENTIAL INFORMATION SHALL NOT
INCLUDE ANY INFORMATION WHICH WAS OR BECOMES GENERALLY AVAILABLE TO THE PUBLIC
(I) OTHER THAN AS A RESULT OF A WRONGFUL DISCLOSURE BY SMITH, (II) AS A RESULT
OF DISCLOSURE BY SMITH DURING THE TERM OF THIS AGREEMENT WHICH SHE REASONABLY
AND IN GOOD FAITH BELIEVES IS REQUIRED BY THE PERFORMANCE OF HER DUTIES UNDER
THIS AGREEMENT, OR (III) ANY INFORMATION COMPELLED TO BE
10
DISCLOSED BY APPLICABLE LAW OR ADMINISTRATIVE REGULATION; PROVIDED THAT SMITH,
TO THE EXTENT NOT PROHIBITED FROM DOING SO BY APPLICABLE LAW OR ADMINISTRATIVE
REGULATION, SHALL GIVE FNB WRITTEN NOTICE OF THE INFORMATION TO BE SO DISCLOSED
PURSUANT TO CLAUSE (III) OF THIS SENTENCE AS FAR IN ADVANCE OF ITS DISCLOSURE AS
IS PRACTICABLE.
(D)
SMITH ACKNOWLEDGES THAT MONETARY DAMAGES
WILL NOT BE AN ADEQUATE REMEDY FOR FNB IN THE EVENT OF A BREACH OF THIS
SECTION 8, AND THAT IT WOULD BE IMPOSSIBLE FOR FNB TO MEASURE DAMAGES IN THE
EVENT OF SUCH A BREACH.
THEREFORE, SMITH AGREES THAT, IN ADDITION TO OTHER
RIGHTS THAT FNB MAY HAVE, FNB IS ENTITLED TO AN INJUNCTION PREVENTING SMITH FROM
ANY BREACH OF THIS SECTION 8.
9.
Binding Effect
This Agreement shall inure to the benefit of and be binding upon FNB, its
successors and assigns, including, without limitation, any person, partnership,
company or corporation which may acquire all or substantially all of the assets
or business of FNB or into which FNB may be liquidated, consolidated, merged or
otherwise combines, regardless of the identity or form of the surviving entity,
and shall inure to the benefit of and be binding upon Smith, her heirs, and
personal representatives.
10.
Notice
Any