INFORMATION, INCLUDING WITHOUT LIMITATION, LISTS OF CUSTOMERS,
PROCESSES, AND SYSTEMS, AS WELL AS ANY DATA AND RECORDS PERTAINING THERETO,
WHICH THE EXECUTIVE MAY ACQUIRE IN THE COURSE OF HIS EMPLOYMENT.
(II)
ANY CONFIDENTIAL OR PROPRIETARY KNOWLEDGE
OR INFORMATION OF A CONFIDENTIAL NATURE (INCLUDING BUT NOT LIMITED TO ALL
UNPUBLISHED MATTERS) RELATING TO, WITHIN LIMITATION, THE BUSINESS, PROPERTIES,
ACCOUNTING, BOOKS AND RECORDS, COMPUTER SYSTEMS AND PROGRAMS, OR MEMORANDA OF
THE COMPANY OR THE BANK.
5.2.
ACKNOWLEDGMENT OF COVENANTS.
THE PARTIES HERETO
ACKNOWLEDGE THAT THE EXECUTIVE'S SERVICES ARE OF A SPECIAL, EXTRAORDINARY, AND
INTELLECTUAL CHARACTER WHICH GIVES HIM UNIQUE VALUE, AND THAT THE BUSINESS OF
THE COMPANY AND ITS SUBSIDIARIES IS HIGHLY COMPETITIVE, AND THAT VIOLATION OF
ANY OF THE COVENANTS PROVIDED IN THIS SECTION 5 WOULD CAUSE IMMEDIATE,
IMMEASURABLE, AND IRREPARABLE HARM, LOSS AND DAMAGE TO THE COMPANY NOT
ADEQUATELY COMPENSABLE BY A MONETARY AWARD.
THE EXECUTIVE ACKNOWLEDGES THAT THE
TIME AND SCOPE OF ACTIVITY RESTRAINED BY THE PROVISIONS OF THIS SECTION 5 ARE
REASONABLE AND DO NOT IMPOSE A GREATER RESTRAINT THAN IS NECESSARY TO PROTECT
THE GOODWILL OF THE COMPANY'S BUSINESS.
THE EXECUTIVE FURTHER ACKNOWLEDGES THAT
HE AND THE COMPANY HAVE NEGOTIATED AND BARGAINED FOR THE TERMS OF THIS AGREEMENT
AND THAT THE EXECUTIVE HAS RECEIVED ADEQUATE CONSIDERATION FOR ENTERING INTO THE
AGREEMENT.
IN THE EVENT OF ANY SUCH BREACH OR THREATENED BREACH BY THE
EXECUTIVE OF ANY ONE OR MORE OF SUCH COVENANTS, THE COMPANY SHALL BE ENTITLED TO
SUCH EQUITABLE AND INJUNCTIVE RELIEF AS MAY BE AVAILABLE TO RESTRAIN THE
EXECUTIVE FROM VIOLATING THE PROVISIONS HEREOF.
NOTHING HEREIN SHALL BE
CONSTRUED AS PROHIBITING THE COMPANY FROM PURSUING ANY OTHER REMEDIES AVAILABLE
AT LAW OR IN EQUITY FOR SUCH BREACH OR THREATENED BREACH, INCLUDING THE RECOVERY
OF DAMAGES AND THE IMMEDIATE TERMINATION OF THE EMPLOYMENT OF THE EXECUTIVE
HEREUNDER.
SECTION 6.
MISCELLANEOUS
6.1.
ADMINISTRATION.
(A)
ADMINISTRATION.
THIS AGREEMENT SHALL BE
ADMINISTERED BY THE BOARD OF DIRECTORS OF THE COMPANY, OR BY A COMMITTEE OF THE
BOARD CONSISTING OF BOARD MEMBERS DESIGNATED BY THE BOARD (THE "COMPENSATION
COMMITTEE").
THE COMPENSATION COMMITTEE (WITH THE APPROVAL OF THE BOARD, IF THE
BOARD IS NOT THE COMPENSATION COMMITTEE) IS AUTHORIZED TO INTERPRET THIS
AGREEMENT, TO PRESCRIBE AND RESCIND RULES AND REGULATIONS, AND TO MAKE ALL OTHER
DETERMINATIONS NECESSARY OR ADVISABLE FOR THE ADMINISTRATION OF THIS AGREEMENT.
IN FULFILLING ITS ADMINISTRATIVE DUTIES HEREUNDER, THE COMPENSATION COMMITTEE
MAY RELY ON OUTSIDE COUNSEL, INDEPENDENT ACCOUNTANTS, OR OTHER CONSULTANTS TO
RENDER ADVICE OR ASSISTANCE.
(B)
CLAIMS PROCEDURE.
IF THE EXECUTIVE BELIEVES
THAT HE IS BEING DENIED A BENEFIT TO WHICH HE IS ENTITLED UNDER THE AGREEMENT,
HE MAY FILE A WRITTEN REQUEST FOR SUCH BENEFIT
8
with the Company, setting forth his claim.
Upon receipt of the claim, the
Company shall advise the Executive that a reply will be forthcoming within 15
days and shall, in fact, deliver such reply with such period.
The Company may,
however, extend the reply period for an additional fifteen (15) days for
reasonable cause.
If the claim is denied