Common use of Director Covenants Clause in Contracts

Director Covenants. (a) Director acknowledges that he or she has received substantial, valuable consideration, including confidential trade secret and proprietary information relating to the identity and special needs of current and prospective customers of TBT or any TBT Subsidiary, TBT’s and any TBT Subsidiary’s current and prospective services, TBT’s and any TBT Subsidiary’s business projections and market studies, TBT’s and any TBT Subsidiary’s business plans and strategies, TBT’s and any TBT Subsidiary’s studies, and information concerning special services unique to TBT or any TBT Subsidiary. Director further acknowledges and agrees that this consideration constitutes fair and adequate consideration for the execution of the non-solicitation and non-competition restrictions set forth below. Accordingly, other than in any capacity for or on behalf of FFIN or any Subsidiary of FFIN, Director agrees that Director will not, directly or indirectly, individually or as an employee, partner, officer, director or shareholder or in any other capacity whatsoever: i. solicit the business of any person or entity who is a customer of TBT or any TBT Subsidiary as of the date of this Agreement or as of the Closing Date on behalf of any other insured depository institution for the purpose of providing financial services to such person or entity; ii. acquire any interest in (directly or indirectly), charter, operate or enter into any franchise or other management agreement with any insured depository institution that has a location within a 35 mile radius of any location of TBT or any TBT Subsidiary (the “Noncompete Area”) (but notwithstanding the foregoing, Director may (1) acquire an ownership interest in any publicly-traded depository institution, so long as that ownership interest does not exceed 1% of the total number of shares outstanding of that depository institution, and (2) invest in an existing mutual fund that invests, directly or indirectly, in such insured depository institutions); iii. from and after the Effective Time, serve as an officer, director, employee, agent or consultant to any insured depository institution that has a location within the Noncompete Area; iv. establish or operate a branch or other office of an insured depository institution within the Noncompete Area; or v. recruit, hire, assist others in recruiting or hiring, discuss employment with, or refer others concerning employment, any person who is, or within the 12 months preceding the Closing Date was, an employee of TBT or any TBT Subsidiary; but nothing in this Section 2(a)(v) applies to employment other than in financial services. Director may not avoid the purpose and intent of this Section 2(a) by engaging in conduct within the Noncompete Area from a remote location through means such as telecommunications, written correspondence, computer generated or assisted communications, or other similar methods. (b) If any court of competent jurisdiction should determine that the terms of this Section 2 are too broad in terms of time, geographic area, lines of commerce or otherwise, that court is to modify and revise any such terms so that they comply with applicable law. (c) Director agrees that (i) this Agreement is entered into in connection with the sale to FFIN of TBT and The Bank & Trust of Xxxxx/College Station, a Texas banking association with its principal place of business in Bryan, Texas (the “Bank”), (ii) Director is receiving valuable consideration for this Agreement, (iii) the restrictions imposed upon Director by this Agreement are essential and necessary to ensure FFIN acquires the goodwill of the TBT and the Bank, and (iv) all the restrictions (including particularly the time and geographical limitations) set forth in this Agreement are fair and reasonable.

Director Covenants. (a) Director acknowledges that he or she has received substantial, valuable consideration, including confidential trade secret and proprietary information relating to the identity and special needs of current and prospective customers of TBT Xxxxx or any TBT Xxxxx Subsidiary, TBT’s Xxxxx’x and any TBT Xxxxx Subsidiary’s current and prospective services, TBT’s Xxxxx’x and any TBT Xxxxx Subsidiary’s business projections and market studies, TBT’s Xxxxx’x and any TBT Xxxxx Subsidiary’s business plans and strategies, TBT’s Xxxxx’x and any TBT Xxxxx Subsidiary’s studies, studies and information concerning special services unique to TBT Xxxxx or any TBT Xxxxx Subsidiary. Director further acknowledges and agrees that this consideration constitutes fair and adequate consideration for the execution of the non-non- solicitation and non-competition restrictions set forth below. Accordingly, other than in any capacity for or on behalf of FFIN EQBK or any Subsidiary of FFINEQBK, Director agrees that Director will not, directly or indirectly, individually or as an employee, partner, officer, director or shareholder or in any other capacity whatsoever: i. solicit the business of any person or entity who is a customer of TBT Xxxxx or any TBT Xxxxx Subsidiary as of the date of this Agreement or as of the Closing Date on behalf of any other insured depository institution for the purpose of providing financial services to such person or entity; ii. acquire any interest in (directly or indirectly), charter, operate or enter into any franchise or other management agreement with any insured depository institution that has a location within a 35 mile radius 50 miles of any location of TBT Xxxxx or any TBT Subsidiary Xxxxx Subsidiaries (the “Noncompete Area”) (but notwithstanding the foregoing, Director may (1) acquire an ownership interest in any publicly-traded depository institutioninstitution or its holding company, so long as that ownership interest does not exceed 1% of the total number of shares outstanding of that depository institutioninstitution or holding company, and (2) invest in an existing mutual fund that invests, directly or indirectly, in such insured depository institutionsinstitutions or holding companies); iii. from and after the Effective Time, serve as an officer, director, employee, agent or consultant to any insured depository institution that has a location within the Noncompete Area; iv. establish or operate a branch or other office of an insured depository institution within the Noncompete Area; or v. recruit, hire, assist others in recruiting or hiring, discuss employment with, or refer others concerning employment, any person who is, or within the 12 months preceding the Closing Date was, an employee of TBT Xxxxx or any TBT Xxxxx Subsidiary; but nothing in this Section 2(a)(v) applies to employment other than in financial services. Director may not avoid the purpose and intent of this Section 2(a) by engaging in conduct within the Noncompete Area from a remote location through means such as telecommunications, written correspondence, computer generated or assisted communications, or other similar methods. (b) If any court of competent jurisdiction should determine that the terms of this Section 2 are too broad in terms of time, geographic area, lines of commerce or otherwise, that court is to modify and revise any such terms so that they comply with applicable law. (c) Director agrees that (i) this Agreement is entered into in connection with the sale to FFIN EQBK of TBT Xxxxx and The Bank & Trust of Xxxxx/College StationXxxxx Dairy Bank, a Texas banking association Missouri state bank with its principal place of business office in BryanBlue Springs, Texas Missouri (collectively, the “Bank”), (ii) Director is receiving valuable consideration for this Agreement, (iii) the restrictions imposed upon Director by this Agreement are essential and necessary to ensure FFIN EQBK acquires the goodwill of the TBT and the Bank, and (iv) all the restrictions (including particularly the time and geographical limitations) set forth in this Agreement are fair and reasonable.

Director Covenants. (a) Director acknowledges that he or she has received substantial, valuable consideration, including confidential trade secret and proprietary information relating to the identity and special needs of current and prospective customers of TBT KBC or any TBT KBC Subsidiary, TBTKBC’s and any TBT KBC Subsidiary’s current and prospective services, TBTKBC’s and any TBT KBC Subsidiary’s business projections and market studies, TBTKBC’s and any TBT KBC Subsidiary’s business plans and strategies, TBTKBC’s and any TBT KBC Subsidiary’s studies, studies and information concerning special services unique to TBT KBC or any TBT KBC Subsidiary. Director further acknowledges and agrees that this consideration constitutes fair and adequate consideration for the execution of the non-solicitation and non-competition restrictions set forth below. Accordingly, other than in any capacity for or on behalf of FFIN EQBK or any Subsidiary of FFINEQBK, Director agrees that Director will not, directly or indirectly, individually or as an employee, partner, officer, director or shareholder or in any other capacity whatsoever: i. solicit the business of any person or entity who is a customer of TBT KBC or any TBT KBC Subsidiary as of the date of this Agreement or as of the Closing Date on behalf of any other insured depository institution for the purpose of providing financial services to such person or entity; ii. acquire any interest in (directly or indirectly), charter, operate or enter into any franchise or other management agreement with any insured depository institution that has a location within a 35 mile radius 50 miles of any location of TBT KBC or any TBT Subsidiary KBC Subsidiaries (the “Noncompete Area”) (but notwithstanding the foregoing, Director may (1) acquire an ownership interest in any publicly-traded depository institutioninstitution or its holding company, so long as that ownership interest does not exceed 1% of the total number of shares outstanding of that depository institutioninstitution or holding company, and (2) invest in an existing mutual fund that invests, directly or indirectly, in such insured depository institutionsinstitutions or holding companies); iii. from and after the Effective Time, serve as an officer, director, employee, agent or consultant to any insured depository institution that has a location within the Noncompete Area; iv. establish or operate a branch or other office of an insured depository institution within the Noncompete Area; or v. recruit, hire, assist others in recruiting or hiring, discuss employment with, or refer others concerning employment, any person who is, or within the 12 months preceding the Closing Date was, an employee of TBT KBC or any TBT KBC Subsidiary; but nothing in this Section 2(a)(v) applies to employment other than in financial services. Director may not avoid the purpose and intent of this Section 2(a) by engaging in conduct within the Noncompete Area from a remote location through means such as telecommunications, written correspondence, computer generated or assisted communications, or other similar methods. (b) If any court of competent jurisdiction should determine that the terms of this Section 2 are too broad in terms of time, geographic area, lines of commerce or otherwise, that court is to modify and revise any such terms so that they comply with applicable law. (c) Director agrees that (i) this Agreement is entered into in connection with the sale to FFIN EQBK of TBT KBC and The First National Bank & Trust of Xxxxx/College StationLiberal, a Texas banking national association with its principal place of business office in BryanLiberal, Texas Kansas (collectively, the “Bank”), (ii) Director is receiving valuable consideration for this Agreement, (iii) the restrictions imposed upon Director by this Agreement are essential and necessary to ensure FFIN EQBK acquires the goodwill of the TBT KBC and the Bank, and (iv) all the restrictions (including particularly the time and geographical limitations) set forth in this Agreement are fair and reasonable.

Director Covenants. (a) Director acknowledges that he or she has received substantial, valuable consideration, including confidential trade secret and proprietary information relating to the identity and special needs of current and prospective customers of TBT CBI or any TBT CBI Subsidiary, TBTCBI’s and any TBT CBI Subsidiary’s current and prospective services, TBTCBI’s and any TBT CBI Subsidiary’s business projections and market studies, TBTCBI’s and any TBT CBI Subsidiary’s business plans and strategies, TBTCBI’s and any TBT CBI Subsidiary’s studies, studies and information concerning special services unique to TBT CBI or any TBT CBI Subsidiary. Director further acknowledges and agrees that this consideration constitutes fair and adequate consideration for the execution of the non-solicitation and non-competition restrictions set forth below. Accordingly, other than in any capacity for or on behalf of FFIN or any Subsidiary subsidiary of FFIN, Director agrees that Director will not, directly or indirectly, individually or as an employee, partner, officer, director or shareholder or in any other capacity whatsoever: i. solicit the business of any person Person or entity who is a customer of TBT CBI or any TBT CBI Subsidiary as of the date of this Agreement or as of the Closing Date on behalf of any other insured depository institution for the purpose of providing financial services to such person Person or entity; ii. acquire any interest in (directly or indirectly), charter, operate or enter into any franchise or other management agreement with any insured depository institution that has a location within a 35 mile radius of any location of TBT CBI or any TBT CBI Subsidiary (the “Noncompete Area”) (but notwithstanding the foregoing, Director may (1) acquire an ownership interest in any publicly-traded depository institution, so long as that ownership interest does not exceed one (1% %) of the total number of shares outstanding of that depository institution, and (2) invest in an existing mutual fund that invests, directly or indirectly, in such insured depository institutions), and (3) retain any existing ownership interest in any insured depository institution as disclosed on Schedule 1 attached hereto; iii. from and after the Effective Time, serve as an officer, director, employee, agent or consultant to any insured depository institution that has a location within the Noncompete Area;; or iv. establish or operate a branch or other office of an insured depository institution within the Noncompete Area; or v. recruit, hire, assist others in recruiting or hiring, discuss employment with, or refer others concerning employment, any person who is, or within the 12 months preceding the Closing Date was, an employee of TBT CBI or any TBT CBI Subsidiary; but nothing in this Section 2(a)(v) applies to employment other than in financial services. Director may not avoid the purpose and intent of this Section 2(a) by engaging in conduct within the Noncompete Area from a remote location through means such as telecommunications, written correspondence, computer generated or assisted communications, or other similar methods. (b) If any court of competent jurisdiction should determine that the terms of this Section 2 are too broad in terms of time, geographic area, lines of commerce or otherwise, that court is to modify and revise any such terms so that they comply with applicable law. (c) Director agrees that (i) this Agreement is entered into in connection with the sale to FFIN of TBT CBI and The Bank & Trust of Xxxxx/College StationCommercial State Bank, a Texas banking association with its principal place of business state bank chartered in BryanEl Campo, Texas (the “Bank”), (ii) Director is receiving valuable consideration for this Agreement, (iii) the restrictions imposed upon Director by this Agreement are essential and necessary to ensure FFIN acquires the goodwill of the TBT CBI and the Bank, and (iv) all the restrictions (including particularly the time and geographical limitations) set forth in this Agreement are fair and reasonable.

Director Covenants. (a) Director acknowledges that he or she has received substantial, valuable consideration, including confidential trade secret and proprietary information relating to the identity and special needs of current and prospective customers of TBT FBC or any TBT FBC Subsidiary, TBTFBC’s and any TBT FBC Subsidiary’s current and prospective services, TBTFBC’s and any TBT FBC Subsidiary’s business projections and market studies, TBTFBC’s and any TBT FBC Subsidiary’s business plans and strategies, TBTFBC’s and any TBT FBC Subsidiary’s studies, studies and information concerning special services unique to TBT FBC or any TBT FBC Subsidiary. Director further acknowledges and agrees that this consideration constitutes fair and adequate consideration for the execution of the non-solicitation and non-competition restrictions set forth below. Accordingly, other than in any capacity for or on behalf of FFIN or any Subsidiary subsidiary of FFIN, Director agrees that Director will not, directly or indirectly, individually or as an employee, partner, officer, director or shareholder or in any other capacity whatsoever: i. solicit the business of any person or entity who is a customer of TBT FBC or any TBT FBC Subsidiary as of the date of this Agreement or as of the Closing Date on behalf of any other insured depository institution for the purpose of providing financial services to such person or entity; ii. (A) acquire any interest in (directly or indirectly), charter, operate or enter into any franchise or other management agreement with any insured depository institution that has a location within a 35 mile radius of any location of TBT FBC or any TBT FBC Subsidiary (the “Noncompete Area”) (but notwithstanding the foregoing, Director may (1) retain any existing ownership interest in any insured depository institution as disclosed on Schedule 1 attached hereto, (2) acquire additional ownership interest in any insured depository institution listed on Schedule 1 attached hereto, (3) acquire an ownership interest in any publicly-traded depository institution, so long as that ownership interest does not exceed 13% of the total number of shares outstanding of that depository institution, and (24) invest in an existing mutual fund that invests, directly or indirectly, in such insured depository institutions);, iii. from and after the Effective Time, (B) serve as an officer, director, employee, agent or consultant to any insured depository institution that has a location within the Noncompete Area;Area (but notwithstanding the foregoing, Director may continue to serve as [an officer and director]1 [a director]2 of the insured depository institution disclosed on Schedule 2 attached hereto; provided, that Director complies with the other requirements set forth in this Agreement), or iv. (C) establish or operate a branch or other office of an insured depository institution within the Noncompete Area, other than the operation of the existing and proposed physical locations of the insured depository institution disclosed on Schedule 3; or v. iii. recruit, hire, assist others in recruiting or hiring, discuss employment with, or refer others concerning employment, any person who is, or within the 12 months preceding the Closing Date was, an employee of TBT FBC or any TBT FBC Subsidiary; but nothing in this Section 2(a)(v2(a)(iii) applies to employment other than in financial services. 1 This language would be for Xxx Xxxxxx and Xxx X. Xxxxxx, III agreements. 2 This language would be for Xxxxxx X. Xxxxxx and M. Xxxxxxx Xxxxxx. Director may not avoid the purpose and intent of this Section 2(a) by engaging in conduct within the Noncompete Area from a remote location through means such as telecommunications, written correspondence, computer generated or assisted communications, or other similar methods. (b) If any court of competent jurisdiction should determine that the terms of this Section 2 are too broad in terms of time, geographic area, lines of commerce or otherwise, that court is to modify and revise any such terms so that they comply with applicable law. (c) Director agrees that (i) this Agreement is entered into in connection with the sale to FFIN of TBT and The Bank & Trust the goodwill of Xxxxx/College Stationthe business of First Bank, a Texas banking association with its principal place of business in BryanNational Association, Conroe, Texas (the “Bank”), (ii) Director is receiving valuable consideration for this Agreement, (iii) the restrictions imposed upon Director by this Agreement are essential and necessary to ensure FFIN acquires the goodwill of the TBT and the Bank, and (iv) all the restrictions (including particularly the time and geographical limitations) set forth in this Agreement are fair and reasonable.

Director Covenants. (a) Director acknowledges that he or she has received substantial, valuable consideration, including confidential trade secret and proprietary information relating to the identity and special needs of current and prospective customers of TBT Community or any TBT Community Subsidiary, TBTCommunity’s and any TBT Community Subsidiary’s current and prospective services, TBTCommunity’s and any TBT Community Subsidiary’s business projections and market studies, TBTCommunity’s and any TBT Community Subsidiary’s business plans and strategies, TBTCommunity’s and any TBT Community Subsidiary’s studies, studies and information concerning special services unique to TBT Community or any TBT Community Subsidiary. Director further acknowledges and agrees that this consideration constitutes fair and adequate consideration for the execution of the non-solicitation and non-competition restrictions set forth below. Accordingly, other than in any capacity for or on behalf of FFIN EQBK or any Subsidiary subsidiary of FFINEQBK, Director agrees that Director will not, directly or indirectly, individually or as an employee, partner, officer, director or shareholder or in any other capacity whatsoever: i. solicit the business of any person or entity who is a customer of TBT Community or any TBT Community Subsidiary as of the date of this Agreement or as of the Closing Date on behalf of any other insured depository institution for the purpose of providing financial services to such person or entity; ii. acquire any interest in (directly or indirectly), charter, operate or enter into any franchise or other management agreement with any insured depository institution that has a location within a 35 mile radius 50 miles of any location of TBT Community or any TBT Community Subsidiary (the “Noncompete Area”) (but notwithstanding the foregoing, Director may (1) retain any existing ownership interest in any insured depository institution as disclosed on Schedule 1 attached hereto, (2) acquire an ownership interest in any publicly-traded depository institution, so long as that ownership interest does not exceed 1% of the total number of shares outstanding of that depository institution, and (23) invest in an existing mutual fund that invests, directly or indirectly, in such insured depository institutions); iii. from and after the Effective Time, serve as an officer, director, employee, agent or consultant to any insured depository institution that has a location within the Noncompete Area; iv. establish or operate a branch or other office of an insured depository institution within the Noncompete Area; or v. recruit, hire, assist others in recruiting or hiring, discuss employment with, or refer others concerning employment, any person who is, or within the 12 months preceding the Closing Date was, an employee of TBT Community or any TBT Community Subsidiary; but nothing in this Section 2(a)(v) applies to employment other than in financial services. Director may not avoid the purpose and intent of this Section 2(a) by engaging in conduct within the Noncompete Area from a remote location through means such as telecommunications, written correspondence, computer generated or assisted communications, or other similar methods. (b) If any court of competent jurisdiction should determine that the terms of this Section 2 are too broad in terms of time, geographic area, lines of commerce or otherwise, that court is to modify and revise any such terms so that they comply with applicable law. (c) Director agrees that (i) this Agreement is entered into in connection with the sale to FFIN EQBK of TBT and The Bank & Trust the goodwill of Xxxxx/College Stationthe business of Community First Bank, a Texas banking association an Arkansas state bank with its principal place of business offices in BryanHarrison, Texas Arkansas (the “Bank”), (ii) Director is receiving valuable consideration for this Agreement, (iii) the restrictions imposed upon Director by this Agreement are essential and necessary to ensure FFIN EQBK acquires the goodwill of the TBT and the Bank, and (iv) all the restrictions (including particularly the time and geographical limitations) set forth in this Agreement are fair and reasonable.