OF
SUCH SHARES AND THE SALE OF SUCH SHARES TO THE PUBLIC;
(II)
DURING A PERIOD OF LESS THAN OR EQUAL TO 12 MONTHS (ENDING
ON THE DATE OF THE MOST RECENT ACQUISITION) ANY PERSON ACQUIRES, OR MORE THAN
ONE PERSON OR ENTITY ACTING AS A GROUP (AS DEFINED UNDER INTERNAL REVENUE CODE
SECTION 409A) ACQUIRES, ASSETS OF THE COMPANY OR THE BANK THAT HAVE A TOTAL
GROSS FAIR MARKET VALUE GREATER THAN OR EQUAL TO 40% OF THE TOTAL GROSS FAIR
MARKET VALUE OF ALL OF THE ASSETS OF THE COMPANY OR THE BANK.
FOR THIS PURPOSE,
"GROSS FAIR MARKET VALUE" OF ASSETS MEANS THE ASSETS' VALUE DETERMINED WITHOUT
REGARD TO ANY LIABILITIES ASSOCIATED WITH SUCH ASSETS; OR
9
(III)
A MAJORITY OF THE INDIVIDUALS WHO CONSTITUTE THE BOARD AS
OF THE EFFECTIVE DATE OF THIS AGREEMENT IS REPLACED DURING ANY 12-MONTH PERIOD
BY DIRECTORS WHOSE APPOINTMENT OR ELECTION IS NOT ENDORSED BY A MAJORITY OF THE
MEMBERS OF THE BOARD BEFORE THE DATE OF SUCH APPOINTMENT OR ELECTION.
8.
CONFIDENTIAL INFORMATION.
EMPLOYEE ACKNOWLEDGES THAT DURING, AND
AS A RESULT OF, EMPLOYEE'S EMPLOYMENT WITH THE COMPANY AND THE BANK, EMPLOYEE
WILL ACQUIRE, BE EXPOSED TO AND HAVE ACCESS TO, MATERIAL, DATA AND INFORMATION
OF THE COMPANY AND ITS AFFILIATES AND/OR ITS CUSTOMERS, SUPPLIERS OR CLIENTS
THAT IS CONFIDENTIAL OR PROPRIETARY.
AT ALL TIMES, BOTH DURING AND AFTER THE
PERIOD OF EMPLOYMENT HEREUNDER, EMPLOYEE SHALL KEEP AND RETAIN IN CONFIDENCE AND
SHALL NOT DISCLOSE, EXCEPT AS REQUIRED IN THE COURSE OF EMPLOYEE'S EMPLOYMENT
WITH THE COMPANY AND THE BANK, TO ANY PERSON OR ENTITY, OR USE FOR HIS OWN
PURPOSES, ANY OF THIS PROPRIETARY OR CONFIDENTIAL INFORMATION.
FOR PURPOSES OF
THIS SECTION 8, SUCH INFORMATION SHALL INCLUDE, BUT SHALL NOT BE LIMITED TO:
(I) THE COMPANY'S OR THE BANK'S STANDARD OPERATING PROCEDURES, PROCESSES,
KNOW-HOW AND TECHNICAL AND PRODUCT INFORMATION, ANY OF WHICH IS OF VALUE TO THE
COMPANY OR THE BANK AND NOT GENERALLY KNOWN BY THE COMPANY'S OR THE BANK'S
COMPETITORS OR THE PUBLIC; (II) ALL CONFIDENTIAL INFORMATION OBTAINED FROM THIRD
PARTIES AND CUSTOMERS CONCERNING THE BUSINESS OF THE COMPANY OR ITS AFFILIATES,
INCLUDING ANY CUSTOMER LISTS OR DATA; AND (III) CONFIDENTIAL BUSINESS
INFORMATION OF THE COMPANY OR ITS AFFILIATES, INCLUDING MARKETING AND BUSINESS
PLANS, STRATEGIES, PROJECTIONS, BUSINESS OPPORTUNITIES, CLIENT LISTS, SALES AND
COST INFORMATION AND FINANCIAL RESULTS AND PERFORMANCE.
SUCH INFORMATION SHALL
NOT INCLUDE INFORMATION THAT IS DISCLOSED PURSUANT TO ISSUANCE OF LEGAL PROCESS
OR REGULATORY ACTION, INFORMATION THAT IS IN THE PUBLIC DOMAIN, OR INFORMATION
DISCLOSED TO EMPLOYEE BY A PERSON WHO HAS NO DUTY TO THE COMPANY OR ITS
AFFILIATES TO KEEP THE INFORMATION CONFIDENTIAL.
EMPLOYEE ACKNOWLEDGES THAT THE
OBLIGATIONS PERTAINING TO THE CONFIDENTIALITY AND NON-DISCLOSURE OF INFORMATION
SHALL REMAIN IN EFFECT INDEFINITELY, OR UNTIL THE COMPANY HAS RELEASED ANY SUCH
INFORMATION INTO THE PUBLIC DOMAIN, IN WHICH CASE EMPLOYEE'S OBLIGATION
HEREUNDER SHALL CEASE WITH RESPECT ONLY TO SUCH INFORMATION SO RELEASED.
9.
NONCOMPETITION.
(A)
NONCOMPETITION.
EMPLOYEE SHALL NOT TAKE ANY OF THE FOLLOWING
ACTIONS