TO EMPLOYEE.
THE RECORDS AND OTHER DOCUMENTARY EVIDENCE SUBMITTED
BY EMPLOYEE TO THE HOLDING COMPANY OR ITS SUBSIDIARIES WITH EACH REQUEST FOR
REIMBURSEMENT OF SUCH EXPENSES SHALL BE IN THE FORM REQUIRED BY APPLICABLE
STATUTES AND REGULATIONS ISSUED BY APPROPRIATE TAXING AUTHORITIES FOR THE
SUBSTANTIATION OF SUCH EXPENDITURES AS DEDUCTIBLE BUSINESS EXPENSES OF THE
HOLDING COMPANY AND NOT AS DEDUCTIBLE COMPENSATION TO EMPLOYEE.
7.
CONFIDENTIAL INFORMATION.
EMPLOYEE AGREES THAT HE SHALL NOT,
WITHOUT THE PRIOR WRITTEN PERMISSION OF THE HOLDING COMPANY IN EACH CASE,
PUBLISH, DISCLOSE OR MAKE AVAILABLE TO ANY OTHER PERSON, FIRM OR CORPORATION,
EITHER DURING OR AFTER THE TERMINATION OF THIS AGREEMENT, ANY CONFIDENTIAL
INFORMATION WHICH EMPLOYEE MAY OBTAIN DURING THE EMPLOYMENT PERIOD, OR WHICH
EMPLOYEE MAY CREATE PRIOR TO THE END OF THE EMPLOYMENT PERIOD RELATING TO THE
BUSINESS OF THE HOLDING COMPANY AND ITS SUBSIDIARIES, OR TO THE BUSINESS OF ANY
CUSTOMER OR SUPPLIER OF ANY OF THEM; PROVIDED, HOWEVER, EMPLOYEE MAY USE SUCH
INFORMATION DURING THE EMPLOYMENT PERIOD FOR THE BENEFIT OF THE HOLDING COMPANY
AND ITS SUBSIDIARIES. EMPLOYEE AGREES TO EXECUTE ANY AND ALL SUCH ADDITIONAL
AGREEMENTS AND INSTRUMENTS THAT THE HOLDING COMPANY MAY DEEM REASONABLY
NECESSARY IN ORDER TO PROTECT THE CONFIDENTIALITY OF SUCH CONFIDENTIAL
INFORMATION OR OTHERWISE TO EFFECTUATE THE PURPOSE AND INTENT OF THIS SECTION
7.
PRIOR TO OR AT THE TERMINATION OF THIS AGREEMENT, EMPLOYEE SHALL RETURN ALL
DOCUMENTS, FILES, NOTES, WRITINGS AND OTHER TANGIBLE EVIDENCE OF SUCH
CONFIDENTIAL INFORMATION TO THE HOLDING COMPANY AND ITS SUBSIDIARIES. THIS
SECTION 7 SHALL SURVIVE THE EXPIRATION OR TERMINATION OF THIS AGREEMENT.
8.
COVENANT NOT TO SOLICIT CUSTOMERS OR FELLOW EMPLOYEES.
(A)
SUBJECT TO SECTION 8(B) HEREOF, EMPLOYEE AGREES THAT FOR A PERIOD
OF EIGHTEEN (18) MONTHS FOLLOWING THE TERMINATION OF EMPLOYMENT WITH THE HOLDING
COMPANY, HE WILL NOT SOLICIT, DIRECTLY OR INDIRECTLY, DIVERT OR ATTEMPT TO
DIVERT FOR HIMSELF OR FOR ANY THIRD PARTY, THE BUSINESS OF ANY CUSTOMER WITH
WHOM THE HOLDING COMPANY AND ITS SUBSIDIARIES HAD DONE BUSINESS DURING THE
PRECEDING ONE YEAR PERIOD. EMPLOYEE RECOGNIZES AND ACKNOWLEDGES THAT ANY
CUSTOMER LIST AND FINANCIAL INFORMATION CONCERNING ANY OF THE HOLDING COMPANY'S
CUSTOMERS, AS IT MAY EXIST FROM TIME TO TIME, IS A VALUABLE, SPECIAL AND UNIQUE
ASSET OF THE HOLDING COMPANY'S BUSINESS.
(B)
TO THE EXTENT THAT EMPLOYEE HAS TERMINATED HIS EMPLOYMENT WITH THE
HOLDING COMPANY AND DESIRES TO SOLICIT THE BUSINESS OF ANY CUSTOMER OF THE
HOLDING COMPANY WHO HAS HAD TRANSACTION ACCOUNT DEPOSITS ATTRIBUTED TO THE
EMPLOYEE FOR PURPOSES OF SECTION 5(C) HEREOF, EMPLOYEE AGREES TO OBSERVE THE
FOLLOWING TIME PERIODS DURING WHICH NO SOLICITATION OF SUCH CUSTOMERS MAY BE
MADE:
5
Period of time from start of Agreement when termination occurs:
Months Before Employee May Solicit Customer
0 - 6 months
None
7 - 12 months
3 months
13 - 18 months
6 months
19 - 24 months
12 months
25 - 30 months
15 months
31 - 36 months
18 months
(C)
EMPLOYEE AGREES NOT TO SOLICIT DIRECTLY OR INDIRECTLY, DIVERT OR
ATTEMPT TO