GOVERNED BY THE APPLICABLE PLAN DOCUMENTS, SUMMARY PLAN DESCRIPTIONS OR
EMPLOYMENT POLICIES, AND MAY BE MODIFIED, SUSPENDED OR REVOKED AT ANY TIME, IN
ACCORDANCE WITH THE TERMS AND PROVISIONS OF THE APPLICABLE DOCUMENTS.
8.
THE PARTIES HERETO ACKNOWLEDGE THAT THE COMPENSATION SET FORTH
HEREIN AND THE OTHER COVENANTS AND AGREEMENTS OF THE BANK CONTAINED HEREIN ARE
FAIR AND ADEQUATE COMPENSATION FOR THE EXECUTIVE'S SERVICES AND FOR THE
COVENANTS OF THE EXECUTIVE AS SET FORTH HEREIN.
B.
RESPONSIBILITIES
9.
THE EXECUTIVE SHALL BE EMPLOYED AS THE CHIEF EXECUTIVE OFFICER OF
THE BANK AND SHALL FAITHFULLY DEVOTE BEST EFFORTS AND PRIMARY FOCUS TO THE
POSITION(S) WITH THE BANK.
10.
THE EXECUTIVE ACKNOWLEDGES AND AGREES THAT THE DUTIES AND
RESPONSIBILITIES OF THE EXECUTIVE REQUIRED BY THE POSITION ARE WHOLLY WITHIN THE
DISCRETION OF THE BOARD OF DIRECTORS, AND MAY BE
2
MODIFIED, OR NEW DUTIES AND RESPONSIBILITIES IMPOSED BY THE BOARD OF DIRECTORS,
AT ANY TIME, WITHOUT THE APPROVAL OR CONSENT OF THE EXECUTIVE.
HOWEVER, THESE
NEW DUTIES AND RESPONSIBILITIES MAY NOT CONSTITUTE IMMORAL OR UNLAWFUL ACTS.
IN
ADDITION, THE NEW DUTIES AND RESPONSIBILITIES MUST BE CONSISTENT WITH THE
EXECUTIVE'S POSITION IN A FINANCIAL INSTITUTION.
11.
THE EXECUTIVE ACKNOWLEDGES AND AGREES THAT, DURING THE TERM OF
THIS AGREEMENT, HE HAS A FIDUCIARY DUTY OF LOYALTY TO EACH OF THE BANK AND THE
COMPANY, AND THAT HE WILL NOT ENGAGE IN ANY ACTIVITY DURING THE TERM OF THIS
AGREEMENT, WHICH WILL OR COULD, IN ANY SIGNIFICANT WAY, HARM THE BUSINESS,
BUSINESS INTERESTS, OR REPUTATION OF THE BANK OR THE REPUTATION OF THE BOARD OF
DIRECTORS.
C.
NONINTERFERENCE, CONFIDENTIALITY AND NON-COMPETITION
12.
THE EXECUTIVE ACKNOWLEDGES THAT, AS PART OF HIS EMPLOYMENT WITH
THE BANK, HE WILL BECOME FAMILIAR WITH THE SALARY, PAY SCALE, CAPABILITIES,
EXPERIENCE AND, SKILL OF THE BANK'S EMPLOYEES.
THE EXECUTIVE AGREES TO MAINTAIN
THE CONFIDENTIALITY OF SUCH INFORMATION.
THE EXECUTIVE FURTHER COVENANTS AND
AGREES THAT, FOR A PERIOD OF ONE YEAR SUBSEQUENT TO THE TERMINATION OF THIS
AGREEMENT, WHETHER SUCH TERMINATION OCCURS AT THE INSISTENCE OF THE BANK OR THE
EXECUTIVE, THE EXECUTIVE SHALL NOT RECRUIT, HIRE, OR ATTEMPT TO RECRUIT OR HIRE,
DIRECTLY OR BY ASSISTING OTHERS, ANY EMPLOYEES OF THE BANK, NOR SHALL THE
EXECUTIVE CONTACT OR COMMUNICATE WITH ANY EMPLOYEES OF THE BANK FOR THE PURPOSE
OF INDUCING SUCH EMPLOYEES OF THE BANK TO TERMINATE THEIR EMPLOYMENT WITH THE
BANK.
FOR PURPOSES OF THIS COVENANT, "EMPLOYEES OF THE BANK" SHALL REFER TO
EMPLOYEES WHO ARE STILL ACTIVELY EMPLOYED BY OR WERE EMPLOYED BY THE BANK WITHIN
THE PRIOR YEAR AT THE TIME OF THE ATTEMPTED RECRUITING OR HIRING.
13.
IN HIS POSITION OF EMPLOYMENT, THE EXECUTIVE WILL BE EXPOSED TO
CONFIDENTIAL INFORMATION AND TRADE SECRETS (HEREAFTER "PROPRIETARY INFORMATION")
PERTAINING TO, OR ARISING FROM, THE BUSINESS OF THE BANK AND ITS AFFILIATES (IF
ANY).
THE EXECUTIVE HEREBY AGREES AND ACKNOWLEDGES THAT SUCH PROPRIETARY
INFORMATION IS UNIQUE AND VALUABLE TO THE BANK'S BUSINESS AND THAT THE BANK
WOULD SUFFER IRREPARABLE INJURY IF THIS INFORMATION WERE PUBLICLY DISCLOSED.
THEREFORE, THE EXECUTIVE