PROTECT ITSELF FROM THE RISK OF SUCH MISAPPROPRIATION.
THE EXECUTIVE FURTHER ACKNOWLEDGES THAT, AT THE OUTSET OF HIS EMPLOYMENT WITH
THE BANK AND THROUGHOUT HIS EMPLOYMENT WITH THE BANK, THE EXECUTIVE WILL BE
PROVIDED WITH ACCESS TO AND INFORMED OF PROPRIETARY INFORMATION, WHICH WILL
ENABLE HIM TO BENEFIT FROM THE BANK'S GOODWILL AND KNOW-HOW.
17.
THE EXECUTIVE ACKNOWLEDGES THAT IT WOULD BE INEVITABLE IN THE
PERFORMANCE OF HIS DUTIES AS A DIRECTOR, OFFICER, EMPLOYEE, INVESTOR, AGENT OR
CONSULTANT OF ANY PERSON, ASSOCIATION, ENTITY, OR COMPANY WHICH COMPETES WITH
THE BANK, OR WHICH INTENDS TO OR MAY COMPETE WITH THE BANK, TO DISCLOSE AND/OR
USE PROPRIETARY INFORMATION, AS WELL AS TO MISAPPROPRIATE THE BANK'S GOODWILL
AND KNOW-HOW, TO OR FOR THE BENEFIT OF SUCH OTHER PERSON, ASSOCIATION, ENTITY,
OR COMPANY.
THE EXECUTIVE ALSO ACKNOWLEDGES THAT, IN EXCHANGE FOR THE COVENANTS
SET FORTH IN THIS AGREEMENT, HE HAS RECEIVED SUBSTANTIAL, VALUABLE
CONSIDERATION, INCLUDING:
(I) CONFIDENTIAL TRADE SECRET AND PROPRIETARY
INFORMATION RELATING TO THE IDENTITY AND SPECIAL NEEDS OF THE BANK'S CURRENT AND
PROSPECTIVE CUSTOMERS, THE BANK'S CURRENT AND PROSPECTIVE SERVICES, THE BANK'S
BUSINESS PROJECTIONS AND MARKET STUDIES, THE BANK'S BUSINESS PLANS AND
STRATEGIES, THE BANK'S STUDIES AND INFORMATION CONCERNING SPECIAL SERVICES
UNIQUE TO THE BANK; (II) EMPLOYMENT; AND (III) COMPENSATION AND BENEFITS AS
DESCRIBED IN THIS AGREEMENT.
THE EXECUTIVE FURTHER ACKNOWLEDGES AND AGREES THAT
THIS CONSIDERATION CONSTITUTES FAIR AND ADEQUATE CONSIDERATION FOR THE EXECUTION
OF THE NON-SOLICITATION RESTRICTION SET FORTH HEREIN.
18.
EXECUTIVE UNDERSTANDS AND AGREES THAT DURING THE CONTINUATION OF
THIS AGREEMENT AND FOR A PERIOD OF ONE YEAR FOLLOWING THE TERMINATION OF THIS
AGREEMENT BY EITHER PARTY, FOR ANY REASON (OTHER THAN FOR TERMINATION OF THE
EXECUTIVE FOR CIRCUMSTANCES DESCRIBED IN PARAGRAPH 22(C) OR (D), BELOW), THE
EXECUTIVE WILL NOT BE OR BECOME ENGAGED IN ANY WAY (DIRECTLY OR INDIRECTLY), AS
AN INDIVIDUAL PROPRIETOR, BENEFICIARY, TRUSTEE, OWNER, PARTNER, STOCKHOLDER,
OFFICER, DIRECTOR, EXECUTIVE, INVESTOR, LENDER, SALES REPRESENTATIVE, OR IN ANY
OTHER CAPACITY, WHATSOEVER, IN ANY ACTIVITY OR ENDEAVOR WHICH COMPETES OR
CONFLICTS WITH THE BUSINESS OF THE BANK OR ANY OF ITS SUBSIDIARIES, AS SUCH
BUSINESS HAS BEEN CONDUCTED DURING THE EXECUTIVE'S EMPLOYMENT WITH THE BANK,
WITHIN TWENTY (20) MILES OF THE PRIMARY OFFICE OF EXECUTIVE UPON THE TERMINATION
OF EXECUTIVE'S EMPLOYMENT WITH THE BANK.
IT IS THE PARTIES' DESIRE THAT THESE
RESTRICTIONS BE ENFORCED TO THE FULLEST EXTENT ALLOWED BY LAW.
19.
THE EXECUTIVE AGREES THAT THE RESTRICTIONS SET FORTH IN PARAGRAPH
18 ABOVE ARE ANCILLARY TO AN OTHERWISE ENFORCEABLE AGREEMENT, ARE SUPPORTED BY
INDEPENDENT VALUABLE CONSIDERATION, AND THAT THE LIMITATIONS AS TO TIME,
GEOGRAPHICAL AREA, AND SCOPE OF ACTIVITY TO BE RESTRAINED BY PARAGRAPH 18 ARE
REASONABLE AND ACCEPTABLE, AND DO NOT IMPOSE ANY GREATER RESTRAINT THAN IS
REASONABLY NECESSARY TO PROTECT THE GOODWILL AND OTHER BUSINESS INTERESTS OF THE
BANK.
THE EXECUTIVE FURTHER AGREES THAT SUCH RESTRICTIONS DO NOT CREATE UNDUE
HARDSHIP FOR HIM OR FOR THE PUBLIC.
THE PROVISIONS IN THIS SECTION D ARE NOT
INTENDED TO BE CONSTRUED AS A GENERAL RESTRAINT FROM ENGAGING IN A