Common use of Covenant Not to Compete and Related Covenants Clause in Contracts

Covenant Not to Compete and Related Covenants. (a) During the term of this Agreement and throughout any further period that he is an officer or employee of the Corporation and the Bank, and for the longer of: (i) A period of twenty-four (24) months from and after the date that the Executive is, for any reason, no longer employed by the Corporation and the Bank; or (ii) A period of twenty-four (24) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by the Executive, the Executive covenants and agrees that he will not (x) engage in a business that provides Competitive Services (as defined below) within a twenty (20) mile radius of the principal executive offices of the Corporation or the Bank or within twenty (20) miles of any banking office operated by the Bank in any capacity that includes any of the significant responsibilities held or significant activities engaged in by the Executive while employed with the Corporation and the Bank, or (y) solicit, or assist any other person or business entity in soliciting any Customers (as defined below) to become customers of any other business entity providing Competitive Services, or (z) induce any individuals to terminate their employment with the Corporation, the Bank or of any Affiliate. Executive’s obligations under this Section 9 shall terminate on the date a Change of Control occurs. (b) The parties intend that the covenants and restrictions in this Section 9 be enforceable against the Executive regardless of the reason that his employment by the Corporation and the Bank may terminate. The existence of any claim or cause of action by the Executive against the Corporation or the Bank, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Corporation or the Bank of the restrictive covenants set forth in Sections 8 and 9 of this Agreement. (c) For purposes of this Agreement, the term “Competitive Services” means providing financial products and services, which includes offering one or more of the following services and products: depository accounts, consumer and commercial lending, residential and commercial mortgage lending, cash management services, trust and estate administration, asset management, and any other services and products offered by the Corporation or Bank at the time of termination of Executive’s employment. “Competitive Services” does not include any products or services in which Executive was not significantly engaged in providing such products or services in the last year of Executive’s employment. The term “Customer” means any individual or entity to whom or to which the Corporation or Bank provided Competitive Services within two years before the date on which the Executive’s employment terminates and with whom Executive has contact or about whom Executive obtained confidential information during his employment with the Corporation and Bank. (d) The Executive agrees that the covenants in this Section 9 are reasonably necessary to protect the legitimate interests of the Corporation and the Bank, are reasonable with respect to the time and territory and do not interfere with the interests of the public. The Executive further agrees that the descriptions of the covenants contained in this Section 9 are sufficiently accurate and definite to inform the Executive of the scope of the covenants. Finally, the Executive agrees that the consideration set forth in this Agreement is full, fair and adequate to support the Executive’s obligations hereunder and the rights of the Corporation and the Bank hereunder. The Executive acknowledges that in the event the Executive’s employment with the Corporation and the Bank is terminated for any reason, the Executive will be able to earn a livelihood without violating such covenants. (e) The parties have attempted to limit the Executive’s right to compete only to the extent necessary to protect the Corporation and the Bank from unfair competition. The parties recognize, however, that reasonable people may differ in making such a determination. Accordingly, the parties intend that the covenants contained in this Section 9 to be completely severable and independent, and any invalidity or unenforceability of any one or more such covenants will not render invalid or unenforceable any one or more of the other covenants. The parties further agree that, if the scope or enforceability of a covenant contained in this Section 9 is in any way disputed at any time, a court or other trier of fact may modify and reform such provision to substitute such other terms as are reasonable to protect the legitimate business interests of the Corporation and the Bank.

Covenant Not to Compete and Related Covenants. (a) During the Restricted Period, Employee covenants and agrees that he will not (except pursuant to this Agreement) engage in Competitive Activity anywhere within a five (5) mile radius of any office operated by the Bank on the date of Employee’s termination of employment. Notwithstanding the foregoing, the restrictions imposed by this Section 10 shall cease to apply in the event of termination without Cause or resignation for Good Reason within 12 months following a Change of Control. For purposes of this Section 10, Competitive Activity means performing services as senior executive officer of a bank or financial institution offering banking and financial products and services substantially similar to those offered by the Corporation on any date on which the conduct at issue occurs. (b) During the Restricted Period, the Employee covenants and agrees not to solicit or induce, or attempt to induce, on behalf of himself or any other individual or entity, any individual to terminate their employment with the Corporation, its subsidiaries and/or affiliates if those individuals provide, or have provided during all or part of the covenant period described in this Section 10(b), accounting, credit, lending, information technology, account management or personal banking services for the Company, its subsidiaries and/or affiliates or any other types of services that give those individuals significant contact with or knowledge of the customer base of the Company. This Section 10(b) only applies to a person employed by the Corporation with whom Employee had contact, about whom Employee had confidential information, or who Employee supervised, directly or indirectly, during Employee’s employment with the Bank. (c) During the Restricted Period, Employee will not, except to the extent necessary to carry out his duties as an employee of the Bank, solicit, or assist any other person or business entity in soliciting, (i) any depositors or other customers of the Company prior to the termination of Employee’s employment with the Corporation, its subsidiaries and/or affiliates to make deposits in or to become customers of any other financial institution offering banking and financial products and services substantially similar to those offered by the Company, its subsidiaries and/or affiliates on any date on which the conduct at issue occurs, (ii) any referral sources of the Company, its subsidiaries and/or affiliates to make a referral to another financial institution for banking and financial products and services substantially similar to those offered by the Company, its subsidiaries and/or affiliates on any date on which the conduct at issue occurs. This paragraph 10(c) shall only apply to depositors, customers, or referral sources with whom Employee had contact or about whom Employee had confidential information. (d) The Restricted Period is during the term of this Agreement and throughout any further period that he Employee is an officer or employee of the Corporation and the Bank, and for the longer of: of (i) A period of twenty-four twelve (2412) months from and after the date that the Executive is, Employee is (for any reason, ) no longer employed by the Corporation and the Bank; or or (ii) A for a period of twenty-four twelve (2412) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by the Executive, the Executive covenants and agrees that he will not (x) engage in a business that provides Competitive Services (as defined below) within a twenty (20) mile radius of the principal executive offices of the Corporation or the Bank or within twenty (20) miles of any banking office operated by the Bank in any capacity that includes any of the significant responsibilities held or significant activities engaged in by the Executive while employed with the Corporation and the Bank, or (y) solicit, or assist any other person or business entity in soliciting any Customers (as defined below) to become customers of any other business entity providing Competitive Services, or (z) induce any individuals to terminate their employment with the Corporation, the Bank or of any Affiliate. Executive’s obligations under this Section 9 shall terminate on the date a Change of Control occursEmployee. (be) The parties intend that the covenants and restrictions in this Section 9 be enforceable against the Executive regardless of the reason that his employment by the Corporation and the Bank may terminate. The existence of any claim or cause of action by the Executive against the Corporation or the Bank, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Corporation or the Bank of the restrictive covenants set forth in Sections 8 and 9 of this Agreement. (c) For purposes of this Agreement, the term “Competitive Services” means providing financial products and services, which includes offering one or more of the following services and products: depository accounts, consumer and commercial lending, residential and commercial mortgage lending, cash management services, trust and estate administration, asset management, and any other services and products offered by the Corporation or Bank at the time of termination of Executive’s employment. “Competitive Services” does not include any products or services in which Executive was not significantly engaged in providing such products or services in the last year of Executive’s employment. The term “Customer” means any individual or entity to whom or to which the Corporation or Bank provided Competitive Services within two years before the date on which the Executive’s employment terminates and with whom Executive has contact or about whom Executive obtained confidential information during his employment with the Corporation and Bank. (d) The Executive Employee agrees that the covenants in this Section 9 10 are reasonably necessary to protect the legitimate interests of the Corporation and the BankCorporation, are reasonable with respect to the time and territory and do not interfere with the interests of the public. The Executive Employee further agrees that the descriptions of the covenants contained in this Section 9 10 are sufficiently accurate and definite to inform the Executive Employee of the scope of the covenants. Finally, the Executive Employee agrees that the consideration set forth in this Agreement is full, fair and adequate to support the ExecutiveEmployee’s obligations hereunder and the Corporation’s rights of the Corporation and the Bank hereunder. The Executive Employee acknowledges that in the event the ExecutiveEmployee’s employment with the Corporation and the Bank is terminated for any reason, the Executive Employee will be able to earn a livelihood without violating such covenants. (ef) The parties have attempted to limit the ExecutiveEmployee’s right to compete only to the extent necessary to protect the Corporation and the Bank from unfair competition. The parties recognize, however, that reasonable people may differ in making such a determination. Accordingly, the parties intend that the covenants contained in this Section 9 to 10 be completely severable and independent, and any invalidity or unenforceability of any one or more such covenants will not render invalid or unenforceable any one or more of the other covenants. The parties further agree that, if the scope or enforceability of a covenant contained in this Section 9 10 is in any way disputed at any time, and if permitted by applicable law, a court or other trier of fact may modify and reform such provision to substitute such other terms as are reasonable to protect the Corporation’s legitimate business interests interests. (g) It is agreed that notwithstanding the above to the contrary, Employee may engage in business ventures as long as they are not competitive with the Corporation. Anything to the contrary notwithstanding, Employee may own, as a passive investor, securities of any public competitor corporation, so long as his direct holdings in any one such corporation shall not in the aggregate constitute more than one percent (1%) of the voting stock of such corporation. The parties intend that the covenants and restrictions in this Section 10 be enforceable against Employee regardless of the reason that his employment by the Bank may terminate. The existence of any claim or cause of action by the Employee against the Corporation, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Corporation of the restrictive covenants set forth in Sections 9 and the Bank10 of this Agreement.

Covenant Not to Compete and Related Covenants. (a) During the Restricted Period, Employee covenants and agrees that he will not (except pursuant to this Agreement) engage in Competitive Activity anywhere within a five (5) mile radius of any office operated by the Corporation, its subsidiaries and/or affiliates on any date on which the conduct at issue occurs. Notwithstanding the foregoing, the restrictions imposed by this Section 10 shall cease to apply in the event of termination without Cause or resignation for Good Reason within 12 months following a Change of Control. For purposes of this Section 10, Competitive Activity means performing services as the senior credit or lending officer of a bank or financial institution offering banking and financial products and services substantially similar to those offered by the Corporation on any date on which the conduct at issue occurs. (b) During the Restricted Period, the Employee covenants and agrees not to solicit or induce, or attempt to induce, on behalf of himself or any other individual or entity, any person to terminate their employment with the Corporation, its subsidiaries and/or affiliates if those individuals provide, or have provided during all or part of the covenant period described in this Section 10(b), accounting, credit, lending, information technology, account management or personal banking services for the Company, its subsidiaries and/or affiliates or any other types of services that give those individuals significant contact with or knowledge of the customer base of the Company. This Section 10(b) only applies to a person employed by the Corporation with whom Employee had contact, about whom Employee had confidential information, or who Employee supervised, directly or indirectly, during Employee’s employment with the Bank. (c) During the Restricted Period, Employee will not, except to the extent necessary to carry out his duties as an employee of the Bank, solicit, or assist any other person or business entity in soliciting, (i) any depositors or other customers of the Company, its subsidiaries and/or affiliates to make deposits in or to become customers of any other financial institution offering banking and financial products and services substantially similar to those offered by the Company, its subsidiaries and/or affiliates on any date on which the conduct at issue occurs, (ii) any referral sources of the Company, its subsidiaries and/or affiliates to make a referral to another financial institution for banking and financial products and services substantially similar to those offered by the Company, its subsidiaries and/or affiliates on any date on which the conduct at issue occurs. This paragraph 10(c) shall only apply to depositors, customers, or referral sources with whom Employee had contact or about whom Employee had confidential information. (e) The Restricted Period is during the term of this Agreement and throughout any further period that he Employee is an officer or employee of the Corporation and the Bank, and for the longer of: of (i) A period of twenty-four twelve (2412) months from and after the date that the Executive is, Employee is (for any reason, ) no longer employed by the Corporation and the Bank; or or (ii) A for a period of twenty-four twelve (2412) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by the Executive, the Executive covenants and agrees that he will not (x) engage in a business that provides Competitive Services (as defined below) within a twenty (20) mile radius of the principal executive offices of the Corporation or the Bank or within twenty (20) miles of any banking office operated by the Bank in any capacity that includes any of the significant responsibilities held or significant activities engaged in by the Executive while employed with the Corporation and the Bank, or (y) solicit, or assist any other person or business entity in soliciting any Customers (as defined below) to become customers of any other business entity providing Competitive Services, or (z) induce any individuals to terminate their employment with the Corporation, the Bank or of any Affiliate. Executive’s obligations under this Section 9 shall terminate on the date a Change of Control occursEmployee. (b) The parties intend that the covenants and restrictions in this Section 9 be enforceable against the Executive regardless of the reason that his employment by the Corporation and the Bank may terminate. The existence of any claim or cause of action by the Executive against the Corporation or the Bank, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Corporation or the Bank of the restrictive covenants set forth in Sections 8 and 9 of this Agreement. (c) For purposes of this Agreement, the term “Competitive Services” means providing financial products and services, which includes offering one or more of the following services and products: depository accounts, consumer and commercial lending, residential and commercial mortgage lending, cash management services, trust and estate administration, asset management, and any other services and products offered by the Corporation or Bank at the time of termination of Executive’s employment. “Competitive Services” does not include any products or services in which Executive was not significantly engaged in providing such products or services in the last year of Executive’s employment. The term “Customer” means any individual or entity to whom or to which the Corporation or Bank provided Competitive Services within two years before the date on which the Executive’s employment terminates and with whom Executive has contact or about whom Executive obtained confidential information during his employment with the Corporation and Bank. (d) The Executive agrees that the covenants in this Section 9 are reasonably necessary to protect the legitimate interests of the Corporation and the Bank, are reasonable with respect to the time and territory and do not interfere with the interests of the public. The Executive further agrees that the descriptions of the covenants contained in this Section 9 are sufficiently accurate and definite to inform the Executive of the scope of the covenants. Finally, the Executive agrees that the consideration set forth in this Agreement is full, fair and adequate to support the Executive’s obligations hereunder and the rights of the Corporation and the Bank hereunder. The Executive acknowledges that in the event the Executive’s employment with the Corporation and the Bank is terminated for any reason, the Executive will be able to earn a livelihood without violating such covenants. (e) The parties have attempted to limit the Executive’s right to compete only to the extent necessary to protect the Corporation and the Bank from unfair competition. The parties recognize, however, that reasonable people may differ in making such a determination. Accordingly, the parties intend that the covenants contained in this Section 9 to be completely severable and independent, and any invalidity or unenforceability of any one or more such covenants will not render invalid or unenforceable any one or more of the other covenants. The parties further agree that, if the scope or enforceability of a covenant contained in this Section 9 is in any way disputed at any time, a court or other trier of fact may modify and reform such provision to substitute such other terms as are reasonable to protect the legitimate business interests of the Corporation and the Bank.

Covenant Not to Compete and Related Covenants. (a) During the Restricted Period, Employee covenants and agrees that he will not (except pursuant to this Agreement) engage in Competitive Activity anywhere within a five (5) mile radius of any office operated by the Corporation, its subsidiaries and/or affiliates on any date on which the conduct at issue occurs. Notwithstanding the foregoing, the restrictions imposed by this Section 10 shall cease to apply in the event of termination without Cause or resignation for Good Reason within 12 months following a Change of Control. For purposes of this Section 10, Competitive Activity means performing services as a senior lending, credit or special assets officer of a bank or financial institution offering banking and financial products and services substantially similar to those offered by the Corporation on any date on which the conduct at issue occurs. (b) During the Restricted Period, the Employee covenants and agrees not to solicit or induce, or attempt to induce, on behalf of himself or any other individual or entity, any person to terminate their employment with the Corporation, its subsidiaries and/or affiliates if those individuals provide, or have provided during all or part of the covenant period described in this Section 10(b), accounting, credit, lending, information technology, account management or personal banking services for the Company, its subsidiaries and/or affiliates or any other types of services that give those individuals significant contact with or knowledge of the customer base of the Company. This Section 10(b) only applies to a person employed by the Corporation with whom Employee had contact, about whom Employee had confidential information, or who Employee supervised, directly or indirectly, during Employee’s employment with the Bank. (c) During the Restricted Period, Employee will not, except to the extent necessary to carry out his duties as an employee of the Bank, solicit, or assist any other person or business entity in soliciting, (i) any depositors or other customers of the Company, its subsidiaries and/or affiliates to make deposits in or to become customers of any other financial institution offering banking and financial products and services substantially similar to those offered by the Company, its subsidiaries and/or affiliates on any date on which the conduct at issue occurs, (ii) any referral sources of the Company, its subsidiaries and/or affiliates to make a referral to another financial institution for banking and financial products and services substantially similar to those offered by the Company, its subsidiaries and/or affiliates on any date on which the conduct at issue occurs. This paragraph 10(c) shall only apply to depositors, customers, or referral sources with whom Employee had contact or about whom Employee had confidential information. (e) The Restricted Period is during the term of this Agreement and throughout any further period that he Employee is an officer or employee of the Corporation and the Bank, and for the longer of: of (i) A period of twenty-four twelve (2412) months from and after the date that the Executive is, Employee is (for any reason, ) no longer employed by the Corporation and the Bank; or or (ii) A for a period of twenty-four twelve (2412) months from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant in the event of a breach by the Executive, the Executive covenants and agrees that he will not (x) engage in a business that provides Competitive Services (as defined below) within a twenty (20) mile radius of the principal executive offices of the Corporation or the Bank or within twenty (20) miles of any banking office operated by the Bank in any capacity that includes any of the significant responsibilities held or significant activities engaged in by the Executive while employed with the Corporation and the Bank, or (y) solicit, or assist any other person or business entity in soliciting any Customers (as defined below) to become customers of any other business entity providing Competitive Services, or (z) induce any individuals to terminate their employment with the Corporation, the Bank or of any Affiliate. Executive’s obligations under this Section 9 shall terminate on the date a Change of Control occursEmployee. (b) The parties intend that the covenants and restrictions in this Section 9 be enforceable against the Executive regardless of the reason that his employment by the Corporation and the Bank may terminate. The existence of any claim or cause of action by the Executive against the Corporation or the Bank, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Corporation or the Bank of the restrictive covenants set forth in Sections 8 and 9 of this Agreement. (c) For purposes of this Agreement, the term “Competitive Services” means providing financial products and services, which includes offering one or more of the following services and products: depository accounts, consumer and commercial lending, residential and commercial mortgage lending, cash management services, trust and estate administration, asset management, and any other services and products offered by the Corporation or Bank at the time of termination of Executive’s employment. “Competitive Services” does not include any products or services in which Executive was not significantly engaged in providing such products or services in the last year of Executive’s employment. The term “Customer” means any individual or entity to whom or to which the Corporation or Bank provided Competitive Services within two years before the date on which the Executive’s employment terminates and with whom Executive has contact or about whom Executive obtained confidential information during his employment with the Corporation and Bank. (d) The Executive agrees that the covenants in this Section 9 are reasonably necessary to protect the legitimate interests of the Corporation and the Bank, are reasonable with respect to the time and territory and do not interfere with the interests of the public. The Executive further agrees that the descriptions of the covenants contained in this Section 9 are sufficiently accurate and definite to inform the Executive of the scope of the covenants. Finally, the Executive agrees that the consideration set forth in this Agreement is full, fair and adequate to support the Executive’s obligations hereunder and the rights of the Corporation and the Bank hereunder. The Executive acknowledges that in the event the Executive’s employment with the Corporation and the Bank is terminated for any reason, the Executive will be able to earn a livelihood without violating such covenants. (e) The parties have attempted to limit the Executive’s right to compete only to the extent necessary to protect the Corporation and the Bank from unfair competition. The parties recognize, however, that reasonable people may differ in making such a determination. Accordingly, the parties intend that the covenants contained in this Section 9 to be completely severable and independent, and any invalidity or unenforceability of any one or more such covenants will not render invalid or unenforceable any one or more of the other covenants. The parties further agree that, if the scope or enforceability of a covenant contained in this Section 9 is in any way disputed at any time, a court or other trier of fact may modify and reform such provision to substitute such other terms as are reasonable to protect the legitimate business interests of the Corporation and the Bank.