Common use of Competitive Activities Clause in Contracts

Competitive Activities. 2.1 Employee agrees that during the term of his employment hereunder, except with the express consent of the Board of Directors he will not, directly or indirectly, engage or participate in, become a director of, or render advisory or other services for, or in connection with, or become interested in, or make any financial investment in any firm, corporation, business entity or business enterprise competitive with or to any business of Employer; provided, however, that Employee shall not thereby be precluded or prohibited from owning passive investments, including investments in the securities of other financial institutions, so long as such ownership does not require him to devote substantial time to management or control of the business or activities in which he has invested. 2.2 Employee agrees and acknowledges that by virtue of his employment hereunder, he will maintain an intimate knowledge of the activities and affairs of Employer, including trade secrets and other confidential matters. As a result, and also because of the special, unique, and extraordinary services that Employee is capable of performing for Employer or one of its competitors, Employee recognizes that the services to be rendered by him hereunder are of a character giving them a peculiar value, the loss of which cannot be adequately or reasonably compensated for by damages. Employee therefore agrees that during the term of this Agreement, Employee shall not divulge any matter pertaining to the activities and affairs of the Employer, including without limitation, trade secrets and other confidential matters except as may be required by law. Employee agrees that breach of any of these covenants by Employee shall constitute irreparable harm to the Employer for which Employer does not have an adequate remedy at law, and that Employer is therefore entitled to immediate injunctive or other equitable relief to restrain Employee from violating the provisions of this Agreement. The right to such injunctive and equitable relief shall survive the termination for cause of Employee by Employer or the voluntary termination of this Agreement by Employee except if such termination is effected pursuant to the provisions of Section 7.9 hereof.

Competitive Activities. 2.1 (a) In consideration and for having entered into this Agreement, the Employee specifically agrees that that, during the term of his employment hereunder, except with the express consent of the Board of Directors of the Company, he will not, directly or indirectly, engage or participate in, become a director of, accept employment from, or render advisory or other services for, or in connection with, or become interested in, or make any financial investment in any firm, corporation, business entity or business enterprise competitive with or to any business of Employerthe Company or any subsidiary or affiliate thereof; provided, however, that the Employee shall not thereby be precluded or prohibited from owning passive investments, including investments in the securities of other financial institutions, so long as such ownership does not require him the Employee to devote substantial time to the management or control of the business or activities in which he the Employee has invested. The Employee agrees that, because damages for violating the agreements under this Article are difficult to determine, hereto the Employee consents that a competent court issue any remedy in equity through a restriction order, injunction, or other similar remedy, to implement these clauses. 2.2 (b) The Employee agrees and acknowledges that that, by virtue of his the Employee’s employment hereunder, he the Employee will maintain an intimate knowledge of the activities and affairs of Employerthe Company and its subsidiaries, including trade secrets and other confidential matters. As a result, and also because of the special, unique, unique and extraordinary services that the Employee is capable of performing for Employer the Company or one of its competitors, the Employee recognizes that the services to be rendered by him the Employee hereunder are of a character giving them a peculiar value, the loss of which cannot be adequately or reasonably compensated for by damages. The Employee therefore agrees that during the term of this Agreement, Employee shall not divulge any matter pertaining if he fails to render to the activities and affairs Company any of the Employerservices required hereunder, including without limitation, trade secrets and other confidential matters except as may the Company shall be required by law. Employee agrees that breach of any of these covenants by Employee shall constitute irreparable harm to the Employer for which Employer does not have an adequate remedy at law, and that Employer is therefore entitled to immediate injunctive or other equitable relief to restrain the Employee from violating failing to render his services hereunder, in addition to any other remedies to which the provisions of this Agreement. The Company may be entitled under law: provided, however, that the right to such injunctive and or other equitable relief shall not survive the termination for cause by the Company of Employee by Employer or the voluntary termination of this Agreement by Employee except if such termination is effected pursuant to the provisions of Section 7.9 hereofEmployee’s employment.

Competitive Activities. Section 2.1 Employee agrees that during the term of his employment hereunder, except with the express consent of the Board of Directors of the Bank or the Corporation, he will not, directly or indirectly, engage or participate in, become a director of, or render advisory or other services for, or in connection with, or become interested in, or make any financial investment in any firm, corporation, business entity or business enterprise competitive with or to any business of Employerthe Bank; provided, however, that the Employee shall not thereby be precluded or prohibited from owning passive investments, including investments in the securities of other financial institutions, so long as such ownership does not require him to devote substantial time to management or control of the business or activities in which he has invested. Section 2.2 Employee agrees and acknowledges that by virtue of his employment hereunder, he will maintain an intimate knowledge of the activities and affairs of Employerthe Bank, including trade secrets and other confidential matters. As a result, and also because of the special, unique, and extraordinary services that the Employee is capable of performing for Employer the Bank or one of its their competitors, the Employee recognizes that the services to be rendered by him hereunder are of a character giving them a peculiar value, the loss of which cannot be adequately or reasonably compensated for by damages. Employee therefore Employee, therefore, agrees that during the term of this Agreement, and for a period of six (6) months after either a voluntary termination by the Employee (except for a termination effected pursuant to the provisions of Section 7.10 herein) or due to a termination resulting from termination of the Employee for cause, the Employee shall not not: (a) divulge any matter pertaining to the activities and affairs of the EmployerBank, including without limitation, trade secrets and other confidential matters except as may be required by law; and (b) become employed, directly or indirectly, whether as an employee, independent contractor, consultant, or otherwise, in the financial services industry with any business enterprise or business entity competitive with or to any business of the Bank, and either maintains offices or does business in Orange County, Florida. Employee agrees that breach of any of these covenants by the Employee shall constitute irreparable harm to the Employer Bank for which Employer the Bank does not have an adequate remedy at law, and that Employer is therefore the Bank is, therefore, entitled to immediate injunctive or other equitable relief to restrain the Employee from violating the provisions of this Agreement. The right to such injunctive and equitable relief shall survive the termination for cause of the Employee by Employer the Bank or the voluntary termination of this Agreement by the Employee except if such termination is effected affected pursuant to the provisions of Section 7.9 hereof7.10 herein. Employee hereby agrees that the duration of the anticompetitive covenant set forth herein is reasonable, and its geographic scope not unduly restrictive.

Competitive Activities. 2.1 (a) The Employee agrees that during the term of his employment hereunder, except with the express consent of the Board of Directors of the Company, he will not, directly or indirectly, engage or participate in, become a director of, accept employment from, or render advisory or other services for, or in connection with, or become interested in, or make any financial investment in any firm, corporation, business entity or business enterprise competitive with or to any business of Employerthe Company or any subsidiary or affiliate thereof; provided, however, that the Employee shall not thereby be precluded or prohibited from owning passive investments, including investments in the securities of other financial institutions, so long as such ownership does not require him the Employee to devote substantial time to the management or control of the business or activities in which he the Employee has invested. 2.2 (b) The Employee agrees and acknowledges that that, by virtue of his the Employee's employment hereunder, he the Employee will maintain an intimate knowledge of the activities and affairs of Employerthe Company and its subsidiaries, including trade secrets and other confidential matters. As a result, and also because of the special, unique, unique and extraordinary services that the Employee is capable of performing for Employer the Company or one of its competitors, the Employee recognizes that the services to be rendered by him the Employee hereunder are of a character giving them a peculiar value, the loss of which cannot be adequately or reasonably compensated for by damages. The Employee therefore agrees that during the term of this Agreement, Employee shall not divulge any matter pertaining if he fails to render to the activities and affairs Company any of the Employerservices required hereunder, including without limitation, trade secrets and other confidential matters except as may the Company shall be required by law. Employee agrees that breach of any of these covenants by Employee shall constitute irreparable harm to the Employer for which Employer does not have an adequate remedy at law, and that Employer is therefore entitled to immediate injunctive or other equitable relief to restrain the Employee from violating failing to render his services hereunder, in addition to any other remedies to which the provisions of this Agreement. The Company may be entitled under law; provided, however, that the right to such injunctive and or other equitable relief shall not survive the termination for cause by the Company of Employee by Employer or the voluntary termination of this Agreement by Employee except if such termination is effected pursuant to the provisions of Section 7.9 hereofEmployee's employment.

Competitive Activities. 2.1 (a) In consideration and for having entered into this Agreement, the Employee specifically agrees that that, during the term of his employment hereunder, except with the express consent of the Board of Directors of the Company, he will not, directly or of indirectly, engage or participate in, become a director of, accept employment from, or render advisory or other services for, or in connection with, or become interested in, or make any financial investment in any firm, corporation, business entity or business enterprise competitive with or to any business of Employerthe Company or any subsidiary or affiliate thereof; provided, however, that the Employee shall not thereby be precluded or prohibited from owning passive investments, including investments in the securities of other financial institutions, so long as such ownership does not require him the Employee to devote substantial time to the management or control of the business or activities in which he the Employee has invested. The Employee agrees that, because damages for violating the agreements under this Article are difficult to determine, hereto the Employee consents that a competent court issue any remedy in equity through a restriction order, injunction, or other similar remedy, to implement these clauses. 2.2 (b) The Employee agrees and acknowledges that that, by virtue of his the Employee’s employment hereunder, he the Employee will maintain an intimate knowledge of the activities and affairs of Employerthe Company and its subsidiaries, including trade secrets and other confidential matters. As a result, and also because of the special, unique, unique and extraordinary services that the Employee is capable of performing for Employer the Company or one of its competitors, the Employee recognizes that the services to be rendered by him the Employee hereunder are arc of a character giving them a peculiar value, the loss of which cannot be adequately or reasonably compensated for by damages. The Employee therefore agrees that during the term of this Agreement, Employee shall not divulge any matter pertaining if he fails to render to the activities and affairs Company any of the Employerservices required hereunder, including without limitation, trade secrets and other confidential matters except as may the Company shall be required by law. Employee agrees that breach of any of these covenants by Employee shall constitute irreparable harm to the Employer for which Employer does not have an adequate remedy at law, and that Employer is therefore entitled to immediate injunctive or other equitable relief to restrain the Employee from violating failing to render his services hereunder, in addition to any other remedies to which the provisions of this Agreement. The Company may be entitled under law: provided, however, that the right to such injunctive and or other equitable relief shall not survive the termination for cause by the Company of Employee by Employer or the voluntary termination of this Agreement by Employee except if such termination is effected pursuant to the provisions of Section 7.9 hereofEmployee’s employment.

Competitive Activities. 2.1 (a) The Employee agrees that during the term of his employment hereunder, except with the express consent of the Board of Directors of the Company, he will not, directly or indirectly, engage or participate in, become a director of, accept employment from, or render advisory or other services for, or in connection with, or become interested in, or make any financial investment in any firm, corporation, business entity or business enterprise competitive with or to any business of Employerthe Company (which for purposes of this Section 2 includes any subsidiaries of the Company) or the Bank; provided, however, that the Employee shall not thereby be precluded or prohibited from owning passive investments, including investments in the securities of other financial institutions, so long as such ownership does not require him to devote substantial time to the management or control of the business or activities in which he has invested. 2.2 (b) The Employee agrees and acknowledges that that, by virtue of his employment hereunder, he will maintain an intimate knowledge of the activities and affairs of Employerthe Company and its subsidiaries, including trade secrets and other confidential matters. As a result, and also because of the special, unique, unique and extraordinary services that the Employee is capable of performing for Employer the Company and the Bank or one of its their competitors, the Employee recognizes that the services to be rendered by him hereunder are of a character giving them a peculiar value, the loss of which cannot be adequately or reasonably compensated for by damages. The Employee therefore agrees that during the term of this Agreement, Employee shall not divulge any matter pertaining if he fails to render to the activities and affairs Company any of the Employerservices required hereunder, including without limitation, trade secrets and other confidential matters except as may the Company shall be required by law. Employee agrees that breach of any of these covenants by Employee shall constitute irreparable harm to the Employer for which Employer does not have an adequate remedy at law, and that Employer is therefore entitled to immediate injunctive or other equitable relief to restrain the Employee from violating failing to render his services hereunder, in addition to any other remedies to which the provisions of this Agreement. The Company may be entitled under law; provided, however, that the right to such injunctive and or other equitable relief shall not survive the termination for cause by the Company of Employee by Employer or the voluntary termination of this Agreement by Employee except if such termination is effected pursuant to the provisions of Section 7.9 hereofEmployee's employment.

Competitive Activities. Section 2.1 Employee agrees that during the term of his employment hereunder, except with the express consent of the Bank's Board of Directors Directors, he will not, directly or indirectly, engage or participate in, become a director of, or render advisory or other services for, or in connection with, or become interested in, or make any financial investment in any firm, corporation, business entity or business enterprise competitive with or to any business of Employerthe Bank; provided, however, that the Employee shall not thereby be precluded or prohibited from owning passive investments, including investments in the securities of other financial institutions, so long as such ownership does not require him to devote substantial time to management or control of the business or activities in which he has invested. Section 2.2 Employee agrees and acknowledges that by virtue of his employment hereunder, he will maintain an intimate knowledge of the activities and affairs of Employerthe Bank, including trade secrets and other confidential matters. As a result, and also because of the special, unique, and extraordinary services that the Employee is capable of performing for Employer the Bank or one of its their competitors, the Employee recognizes that the services to be rendered by him hereunder are of a character giving them a peculiar value, the loss of which cannot be adequately or reasonably compensated for by damages. Employee therefore Employee, therefore, agrees that during the term of this Agreement, and for a period of six (6) months after either a voluntary termination by the Employee (except for a termination effected pursuant to the provisions of Section 7.10 herein) or due to a termination resulting from termination of the Employee for cause, the Employee shall not not: (a) divulge any matter pertaining to the activities and affairs of the EmployerBank, including without limitation, trade secrets and other confidential matters except as may be required by law; and (b) become employed, directly or indirectly, whether as an employee, independent contractor, consultant, or otherwise, in the financial services industry with any business enterprise or business entity competitive with or to any business of the Bank, which either maintains offices or does business in Orange County, Florida. Employee agrees that breach of any of these covenants by the Employee shall constitute irreparable harm to the Employer Bank for which Employer the Bank does not have an adequate remedy at law, and that Employer is therefore Bank is, therefore, entitled to immediate injunctive or other equitable relief to restrain the Employee from violating the provisions of this Agreement. The right to such injunctive and equitable relief shall survive the termination for cause of the Employee by Employer the Bank or the voluntary termination of this Agreement by the Employee except if such termination is effected affected pursuant to the provisions of Section 7.9 hereof7.10 herein. Employee hereby agrees that the duration of the anticompetitive covenant set forth herein is reasonable, and its geographic scope not unduly restrictive.

Competitive Activities. 2.1 (a) The Employee agrees that during the term of his employment hereunder, except with the express consent of the Board of Directors of the Company, he will not, directly or indirectly, engage or participate in, become a director of, accept employment from, or render advisory or other services for, or in connection with, or become interested in, or make any financial investment in any firm, corporation, business entity or business enterprise competitive with or to any business of Employerthe Company or any subsidiary or affiliate thereof; provided, however, that the Employee shall not thereby be precluded or prohibited from owning passive investments, including investments in the securities of other financial institutions, so long as such ownership does not require him the Employee to devote substantial time to the management or control of the business or activities in which he the Employee has invested. 2.2 (b) The Employee agrees and acknowledges that that, by virtue of his the Employee’s employment hereunder, he the Employee will maintain an intimate knowledge of the activities and affairs of Employerthe Company and its subsidiaries, including trade secrets and other confidential matters. As a result, and also because of the special, unique, unique and extraordinary services that the Employee is capable of performing for Employer the Company or one of its competitors, the Employee recognizes that the services to be rendered by him the Employee hereunder are of a character giving them a peculiar value, the loss of which cannot be adequately or reasonably compensated for by damages. The Employee therefore agrees that during the term of this Agreement, Employee shall not divulge any matter pertaining if he fails to render to the activities and affairs Company any of the Employerservices required hereunder, including without limitation, trade secrets and other confidential matters except as may the Company shall be required by law. Employee agrees that breach of any of these covenants by Employee shall constitute irreparable harm to the Employer for which Employer does not have an adequate remedy at law, and that Employer is therefore entitled to immediate injunctive or other equitable relief to restrain the Employee from violating failing to render his services hereunder, in addition to any other remedies to which the provisions of this Agreement. The Company may be entitled under law; provided, however, that the right to such injunctive and or other equitable relief shall not survive the termination for cause by the Company of Employee by Employer or the voluntary termination of this Agreement by Employee except if such termination is effected pursuant to the provisions of Section 7.9 hereofEmployee’s employment.

Competitive Activities. 2.1 Employee The Chairman agrees that during the term of his employment hereunderthis Agreement, except with the express written consent of the Company's Board of Directors Directors, he will not, directly or indirectly, engage or participate in, become a director of, or render advisory or other services for, or in connection with, or become interested in, or make any financial investment in any firm, corporation, business entity or business enterprise competitive with or to any business of Employerthe Company; provided, however, that Employee the Chairman shall not thereby be precluded or prohibited from owning passive investments, investments including investments in the securities of other financial institutions, so long as such ownership does not require him to devote substantial time to the management or control of the business or activities in which he has invested. The above notwithstanding, it is specifically agreed by the parties hereto that the Chairman's investment and active involvement in an international banking entity known as "Omega Overseas Investment Corporation" shall be exempt from the provisions of this Section 2. 2.2 Employee The Chairman agrees and acknowledges that by virtue of his employment hereunderduring the time that this Agreement is in effect, he will maintain an intimate knowledge of the activities and affairs of Employer, the Company including trade secrets and other confidential matters. As a result, and also because of the special, unique, and extraordinary services that Employee the Chairman is capable of performing for Employer the Company or one of its competitors, Employee recognizes the Chairman recognises that the services to be rendered by him hereunder are of a character giving them a peculiar value, the loss of which cannot be adequately or reasonably compensated for by damages. Employee therefore agrees that Therefore, if during the term of this Agreement, Employee shall not divulge any matter pertaining time he is rendering services to the activities and affairs Company, the Chairman renders services to a competitor of the EmployerCompany other than as authorized pursuant to Section 2.1 hereof, including without limitation, trade secrets and other confidential matters except as may the Company shall be required by law. Employee agrees that breach of any of these covenants by Employee shall constitute irreparable harm to the Employer for which Employer does not have an adequate remedy at law, and that Employer is therefore entitled to immediate injunctive or other equitable relief to restrain Employee the Chairman from violating rendering his services to the provisions competitor of this Agreement. The the Company, in addition to any other remedies to which the Company may be entitled under law; provided, however, that the right to such injunctive and or other equitable relief shall not survive the termination for cause of Employee by Employer or the voluntary termination of this Agreement by Employee except if such termination is effected pursuant to the provisions of Section 7.9 hereofAgreement.

Competitive Activities. 2.1 (a) The Employee agrees that during the term of his employment hereunder, except with the express consent of the Board of Directors Directors, he will not, directly or indirectly, engage or participate in, become a director of, accept employment from, or render advisory or other services for, or in connection with, or become interested in, or make any financial investment in any firm, corporation, business entity or business enterprise competitive with or to any business of Employerthe Savings Bank; provided, however, that the Employee shall not thereby be precluded or prohibited from owning passive investments, including investments in the securities of other financial institutions, so long as such ownership does not require him to devote substantial time to the management or control of the business or activities in which he has invested. 2.2 (b) The Employee agrees and acknowledges that that, by virtue of his employment hereunder, he will maintain an intimate knowledge of the activities and affairs of Employer, the Savings Bank including trade secrets and other confidential matters. As a result, and also because of the special, unique, unique and extraordinary services that the Employee is capable of performing for Employer the Savings Bank or one of its competitors, the Employee recognizes that the services to be rendered by him hereunder are of a character giving them a peculiar 3 value, the loss of which cannot be adequately or reasonably compensated for by damages. The Employee therefore agrees that during the term of this Agreement, Employee shall not divulge any matter pertaining if he fails to render to the activities and affairs of Savings Bank the Employerservices required hereunder, including without limitation, trade secrets and other confidential matters except as may the Savings Bank shall be required by law. Employee agrees that breach of any of these covenants by Employee shall constitute irreparable harm to the Employer for which Employer does not have an adequate remedy at law, and that Employer is therefore entitled to immediate injunctive or other equitable relief to restrain the Employee from violating failing to render his services hereunder, in addition to any other remedies to which the provisions of this Agreement. The Savings Bank may be entitled under law; provided, however, that the right to such injunctive and or other equitable relief shall not survive the termination for cause by the Savings Bank of Employee by Employer or the voluntary termination of this Agreement by Employee except if such termination is effected pursuant to the provisions of Section 7.9 hereofEmployee's employment.

Competitive Activities. 2.1 (a) The Employee agrees that during the term of his employment hereunder, except with the express consent of the Chief Executive Officer or Board of Directors of the Company, he will not, directly or indirectly, engage or participate in, become a director of, accept employment from, or render advisory or other services for, or in connection with, or become interested in, or make any financial investment in any firm, corporation, business entity or business enterprise competitive with or to any business of Employerthe Company or any subsidiary or affiliate thereof; provided, however, that the Employee shall not thereby be precluded or prohibited from owning passive investments, including investments in the securities of other financial institutions, so long as such ownership does not require him to devote substantial time to the management or control of the business or activities in which he has invested. 2.2 (b) The Employee agrees and acknowledges that that, by virtue of his employment hereunder, he will maintain an intimate knowledge of the activities and affairs of Employerthe Company and its subsidiaries and, including trade secrets and other confidential matters. As a result, and also because of the special, unique, unique and extraordinary services that the Employee is capable of performing for Employer the Company and its subsidiaries or one of its their competitors, the Employee recognizes that the services to be rendered by him hereunder are of a character giving them a peculiar value, the loss of which cannot be adequately or reasonably compensated for by damages. The Employee therefore agrees that during the term of this Agreement, Employee shall not divulge any matter pertaining if he fails to render to the activities and affairs Company any of the Employerservices required hereunder, including without limitation, trade secrets and other confidential matters except as may the Company shall be required by law. Employee agrees that breach of any of these covenants by Employee shall constitute irreparable harm to the Employer for which Employer does not have an adequate remedy at law, and that Employer is therefore entitled to immediate injunctive or other equitable relief to restrain the Employee from violating failing to render his services hereunder or from revealing any such confidential information to third parties, in addition to any other remedies to which the provisions Company may be entitled under law. (c) Employee agrees, for a period of this Agreement. The right to such injunctive and equitable relief shall survive one year from the termination for cause of Employee by Employer his employment with the Company or any subsidiary or affiliates thereof, not to recruit or solicit any employee of the voluntary termination Company or any of this Agreement by Employee except if such termination its subsidiaries or affiliates to engage in a business or employment relationship with any other corporation or organization is effected pursuant to engaged in the provisions business of Section 7.9 hereoforiginating, purchasing, or funding mortgage, commercial, industrial and personal loans, or any other line of business in which the Company or its subsidiaries or affiliates is involved or of which are aware has developed an interest.