Common use of NON-COMPETITION AND NON-DISCLOSURE Clause in Contracts

NON-COMPETITION AND NON-DISCLOSURE. (a) To induce the Bank and the Company to enter into this Agreement, Executive agrees that while employed by the Bank or the Company and for a period of one (1) year after the termination of employment or service of Executive hereunder (the “Restricted Period”), Executive shall not, within Jacksonville, Florida Metropolitan Statistical Area or any county where the Bank has offices as of the Termination Date (the “Restricted Area”), as principal, agent, trustee or through the agency or on behalf of any person or entity, (i) engage in the business of banking, fiduciary services, securities or insurance brokerage, investment management or services, lending or deposit taking (individually and collectively, the “Business”), (ii) control or beneficially own (directly or indirectly) 5% or more of the outstanding capital stock or other ownership interest (a “Principal Shareholder”) of any person or entity engaged in or controlling any such Business other than the Company or Bank, or (iii) serve as an officer, director, trustee, agent or employee of any corporation, or as a member, partner, employee or agent of any limited liability company or partnership, or as an owner, trustee, employee or agent of any other business or entity, which directly or indirectly conducts such Business within the Restricted Area. Following termination of Executive's employment with the Bank, the Company or any of their affiliates, and for the remainder of the Restricted Period, Executive shall not solicit any officer or employee of the Bank, the Company, or any of their affiliates (or any person whose employment with the Bank, the Company or any of their affiliates was terminated within the immediately preceding six month period) to leave their employment, or any director of the Bank, the Company, or any of their affiliates to terminate his or her service as such, or any director, officer or employee to become a director, officer or employee of any other person or entity engaged in the Business for any reason or otherwise interfere with any employment relationships of the Company, the Bank, or their affiliates. (b) Executive recognizes and acknowledges that she has had, and as [a director and an officer] of the Company and the Bank will have, access to certain confidential information of the Company, the Bank and their respective subsidiaries and affiliates, including customer information and lists, credit information, organization, pricing, xxxx-ups, commissions, and other information and that all such information constitutes proprietary valuable, special and unique property belonging solely to the Company, the Bank and their subsidiaries and affiliates. Such information, together with any information regarded as "trade secrets" under Florida law, is herein referred to as “Trade Secrets”. Executive will not disclose or directly or indirectly utilize, in any manner, any such Trade Secrets for her own benefit or the benefit of anyone other than the Company, Bank and their subsidiaries and affiliates or disclose Trade Secrets to anyone other than bank regulatory agencies or to a court upon order thereof. (c) Executive acknowledges and agrees that the payments for services hereunder, and her rights and benefits under this Agreement are contingent upon her compliance with the provisions of this Section 6. Executive recognizes and agrees that the Company and the Bank will suffer irreparable harm in the event that Executive violates any of the provisions of this Section 6. Executive and the Company and the Bank understand and agree that the purpose of this Section 6 is to protect the Company's and the Bank's legitimate business interests, and is not intended to impair or infringe upon Executive's right to work, earn a living, or acquire and possess property from the fruits of her labor. Executive and the Company and the Bank acknowledge and agree that the provisions of this Section 6 are not made in connection with any former services for the Company or the Bank provided by Executive, but rather are intended to protect the Company's and the Bank's interests. Executive hereby acknowledges that the restrictions set forth in this Section 6 are reasonable and that they do not, and will not, unduly impair her ability to earn a living. If, however, Section 6 is determined by any court of competent jurisdiction to be unenforceable under applicable law by reason of it extending for too long a period of time or over too large a geographic area or by reason of it being too extensive in any other respect or for any other reason, it shall be interpreted to extend only over the longest period of time for which it may be enforceable and over the largest geographic area as to which it may be enforceable and to the maximum extent in all other aspects as to which it may be enforceable, all as determined by such court. (d) In the event of a breach or threatened breach by Executive of the provisions of this Section 6, the Company, the Bank, or any subsidiary or affiliate of the Company or the Bank shall be entitled to an injunction or temporary restraining order preventing Executive and any others from violating any provision of this Section 6. Nothing herein shall be construed as prohibiting or limiting the Company, the Bank, or any subsidiary or affiliate of the Company or the Bank from also exercising any other available rights or remedies for such breach or threatened breach, including, without limitation, the recovery of damages from Executive or others.

NON-COMPETITION AND NON-DISCLOSURE. (a) To induce the Bank and the Company to enter into this Agreement, Executive agrees that while employed by the Bank or the Company and for a period of one (1) year after the termination of employment or service of Executive hereunder (the “Restricted Period”), Executive shall not, within Jacksonville, Florida Metropolitan Statistical Area or any county where the Bank has offices as of the Termination Date (the “Restricted Area”), as principal, agent, trustee or through the agency or on behalf of any person or entity, (i) engage in the business of banking, fiduciary services, securities or insurance brokerage, investment management or services, lending or deposit taking (individually and collectively, the “Business”), (ii) control or beneficially own (directly or indirectly) 5% or more of the outstanding capital stock or other ownership interest (a “Principal Shareholder”) of any person or entity engaged in or controlling any such Business other than the Company or Bank, or (iii) serve as an officer, director, trustee, agent or employee of any corporation, or as a member, partner, employee or agent of any limited liability company or partnership, or as an owner, trustee, employee or agent of any other business or entity, which directly or indirectly conducts such Business within the Restricted Area. Following termination of Executive's employment with the Bank, the Company or any of their affiliates, and for the remainder of the Restricted Period, Executive shall not solicit any (A) officer or employee of the Bank, the Company, or any of their affiliates (or any person whose employment with the Bank, the Company or any of their affiliates was terminated within the immediately preceding six month period) to leave their employment, or any (B) director of the Bank, the Company, or any of their affiliates to terminate his or her service as such, or any director, officer or employee to become a director, officer or employee of any other person or entity engaged in the Business for any reason (C) customer of the Bank, the Company or any of their affiliates within the Restricted Area or any area in which the Bank, the Company or any of their affiliates has an office as of the Termination Date, or (D) otherwise interfere with any customer or employment relationships of the Company, the Bank, or their affiliates. (b) Executive recognizes and acknowledges that she he has had, and as [a director and an officer] officer of the Company and the Bank will have, access to certain confidential information of the Company, the Bank and their respective subsidiaries and affiliates, including customer information and lists, credit information, organization, pricing, xxxxmxxx-ups, commissions, and other information and that all such information constitutes proprietary valuable, special and unique property belonging solely to the Company, the Bank and their subsidiaries and affiliates. Such information, together with any information regarded as "trade secrets" under Florida law, is herein referred to as “Trade Secrets”. Executive will not disclose or directly or indirectly utilize, in any manner, any such Trade Secrets for her his own benefit or the benefit of anyone other than the Company, Bank and their subsidiaries and affiliates or disclose Trade Secrets to anyone other than bank regulatory agencies or to a court upon order thereof. (c) Executive acknowledges and agrees that the payments for services hereunder, and her his rights and benefits under this Agreement are contingent upon her his compliance with the provisions of this Section 6. Executive recognizes and agrees that the Company and the Bank will suffer irreparable harm in the event that Executive violates any of the provisions of this Section 6. Executive and the Company and the Bank understand and agree that the purpose of this Section 6 is to protect the Company's and the Bank's legitimate business interests, and is not intended to impair or infringe upon Executive's right to work, earn a living, or acquire and possess property from the fruits of her his labor. Executive and the Company and the Bank acknowledge and agree that the provisions of this Section 6 are not made in connection with any former services for the Company or the Bank provided by Executive, but rather are intended to protect the Company's and the Bank's interests. Executive hereby acknowledges that the restrictions set forth in this Section 6 are reasonable and that they do not, and will not, unduly impair her his ability to earn a living. If, however, Section 6 is determined by any court of competent jurisdiction to be unenforceable under applicable law by reason of it extending for too long a period of time or over too large a geographic area or by reason of it being too extensive in any other respect or for any other reason, it shall be interpreted to extend only over the longest period of time for which it may be enforceable and over the largest geographic area as to which it may be enforceable and to the maximum extent in all other aspects as to which it may be enforceable, all as determined by such court. (d) In the event of a breach or threatened breach by Executive of the provisions of this Section 6, the Company, the Bank, or any subsidiary or affiliate of the Company or the Bank shall be entitled to an injunction or temporary restraining order preventing Executive and any others from violating any provision of this Section 6. Nothing herein shall be construed as prohibiting or limiting the Company, the Bank, or any subsidiary or affiliate of the Company or the Bank from also exercising any other available rights or remedies for such breach or threatened breach, including, without limitation, the recovery of damages from Executive or others.

NON-COMPETITION AND NON-DISCLOSURE. (a) To induce the Bank and the Company to enter into this Agreement, Executive agrees that while employed by the Bank or the Company and for a period of one (1) year after the termination of employment or service of Executive hereunder (the “Restricted Period”), Executive shall not, within Jacksonville, Florida Metropolitan Statistical Area or any county where the Bank has offices as of the Termination Date (the “Restricted Area”), as principal, agent, trustee or through the agency or on behalf of any person or entity, (i) engage in the business of banking, fiduciary services, securities or insurance brokerage, investment management or services, lending or deposit taking (individually and collectively, the “Business”), (ii) control or beneficially own (directly or indirectly) 5% or more of the outstanding capital stock or other ownership interest (a “Principal Shareholder”) of any person or entity engaged in or controlling any such Business other than the Company or Bank, or (iii) serve as an officer, director, trustee, agent or employee of any corporation, or as a member, partner, employee or agent of any limited liability company or partnership, or as an owner, trustee, employee or agent of any other business or entity, which directly or indirectly conducts such Business within the Restricted Area. Following termination of Executive's employment with the Bank, the Company or any of their affiliates, and for the remainder of the Restricted Period, Executive shall not solicit any officer or employee of the Bank, the Company, or any of their affiliates (or any person whose employment with the Bank, the Company or any of their affiliates was terminated within the immediately preceding six month period) to leave their employment, or any director of the Bank, the Company, or any of their affiliates to terminate his or her service as such, or any director, officer or employee to become a director, officer or employee of any other person or entity engaged in the Business for any reason or otherwise interfere with any employment relationships of the Company, the Bank, or their affiliates. (b) Executive recognizes and acknowledges that she he has had, and as [a director and an officer] officer of the Company and the Bank will have, access to certain confidential information of the Company, the Bank and their respective subsidiaries and affiliates, including customer information and lists, credit information, organization, pricing, xxxx-ups, commissions, and other information and that all such information constitutes proprietary valuable, special and unique property belonging solely to the Company, the Bank and their subsidiaries and affiliates. Such information, together with any information regarded as "trade secrets" under Florida law, is herein referred to as “Trade Secrets”. Executive will not disclose or directly or indirectly utilize, in any manner, any such Trade Secrets for her his own benefit or the benefit of anyone other than the Company, Bank and their subsidiaries and affiliates or disclose Trade Secrets to anyone other than bank regulatory agencies or to a court upon order thereof. (c) Executive acknowledges and agrees that the payments for services hereunder, and her his rights and benefits under this Agreement are contingent upon her his compliance with the provisions of this Section 6. Executive recognizes and agrees that the Company and the Bank will suffer irreparable harm in the event that Executive violates any of the provisions of this Section 6. Executive and the Company and the Bank understand and agree that the purpose of this Section 6 is to protect the Company's and the Bank's legitimate business interests, and is not intended to impair or infringe upon Executive's right to work, earn a living, or acquire and possess property from the fruits of her his labor. Executive and the Company and the Bank acknowledge and agree that the provisions of this Section 6 are not made in connection with any former services for the Company or the Bank provided by Executive, but rather are intended to protect the Company's and the Bank's interests. Executive hereby acknowledges that the restrictions set forth in this Section 6 are reasonable and that they do not, and will not, unduly impair her his ability to earn a living. If, however, Section 6 is determined by any court of competent jurisdiction to be unenforceable under applicable law by reason of it extending for too long a period of time or over too large a geographic area or by reason of it being too extensive in any other respect or for any other reason, it shall be interpreted to extend only over the longest period of time for which it may be enforceable and over the largest geographic area as to which it may be enforceable and to the maximum extent in all other aspects as to which it may be enforceable, all as determined by such court. (d) In the event of a breach or threatened breach by Executive of the provisions of this Section 6, the Company, the Bank, or any subsidiary or affiliate of the Company or the Bank shall be entitled to an injunction or temporary restraining order preventing Executive and any others from violating any provision of this Section 6. Nothing herein shall be construed as prohibiting or limiting the Company, the Bank, or any subsidiary or affiliate of the Company or the Bank from also exercising any other available rights or remedies for such breach or threatened breach, including, without limitation, the recovery of damages from Executive or others.

NON-COMPETITION AND NON-DISCLOSURE. (a) To induce the Bank and the Company to enter into this Agreement, Executive agrees that while employed by the Bank or the Company and for a period of one (1) year after the termination of employment or service of Executive hereunder (the “Restricted Period”), Executive shall not, within Jacksonville, Florida Metropolitan Statistical Area or any county where the Bank has offices as of the Termination Date (the “Restricted Area”), as principal, agent, trustee or through the agency or on behalf of any person or entity, (i) engage in the business of banking, fiduciary services, securities or insurance brokerage, investment management or services, lending or deposit taking (individually and collectively, the “Business”), (ii) control or beneficially own (directly or indirectly) 5% or more of the outstanding capital stock or other ownership interest (a “Principal Shareholder”) of any person or entity engaged in or controlling any such Business other than the Company or Bank, or (iii) serve as an officer, director, trustee, agent or employee of any corporation, or as a member, partner, employee or agent of any limited liability company or partnership, or as an owner, trustee, employee or agent of any other business or entity, which directly or indirectly conducts such Business within the Restricted Area. Following termination of Executive's employment with the Bank, the Company or any of their affiliates, and for the remainder of the Restricted Period, Executive shall not solicit or contact any Customer of the Bank or Company, an officer or employee of the Bank, the Company, or any of their affiliates (or any person whose employment with the Bank, the Company or any of their affiliates was terminated within the immediately preceding six month period) to leave their employment, or any director of the Bank, the Company, or any of their affiliates to terminate his or her service as such, or any director, officer or employee to become a director, officer or employee of any other person or entity engaged in the Business for any reason or otherwise interfere with any employment relationships of the Company, the Bank, or their affiliates. (b) Executive recognizes and acknowledges that she he has had, and as [a director and an officer] officer of the Company and the Bank will have, access to certain confidential information of the Company, the Bank and their respective subsidiaries and affiliates, including customer information and lists, credit information, organization, pricing, xxxx-ups, commissions, and other information and that all such information constitutes proprietary valuable, special and unique property belonging solely to the Company, the Bank and their subsidiaries and affiliates. Such information, together with any information regarded as "trade secrets" under Florida law, is herein referred to as “Trade Secrets”. Executive will not disclose or directly or indirectly utilize, in any manner, any such Trade Secrets for her his own benefit or the benefit of anyone other than the Company, Bank and their subsidiaries and affiliates or disclose Trade Secrets to anyone other than bank regulatory agencies or to a court upon order thereof. (c) Executive acknowledges and agrees that the payments for services hereunder, and her his rights and benefits under this Agreement are contingent upon her his compliance with the provisions of this Section 6. Executive recognizes and agrees that the Company and the Bank will suffer irreparable harm in the event that Executive violates any of the provisions of this Section 6. Executive and the Company and the Bank understand and agree that the purpose of this Section 6 is to protect the Company's and the Bank's legitimate business interests, and is not intended to impair or infringe upon Executive's right to work, earn a living, or acquire and possess property from the fruits of her his labor. Executive and the Company and the Bank acknowledge and agree that the provisions of this Section 6 are not made in connection with any former services for the Company or the Bank provided by Executive, but rather are intended to protect the Company's and the Bank's interests. Executive hereby acknowledges that the restrictions set forth in this Section 6 are reasonable and that they do not, and will not, unduly impair her his ability to earn a living. If, however, Section 6 is determined by any court of competent jurisdiction to be unenforceable under applicable law by reason of it extending for too long a period of time or over too large a geographic area or by reason of it being too extensive in any other respect or for any other reason, it shall be interpreted to extend only over the longest period of time for which it may be enforceable and over the largest geographic area as to which it may be enforceable and to the maximum extent in all other aspects as to which it may be enforceable, all as determined by such court. (d) In the event of a breach or threatened breach by Executive of the provisions of this Section 6, the Company, the Bank, or any subsidiary or affiliate of the Company or the Bank shall be entitled to an injunction or temporary restraining order preventing Executive and any others from violating any provision of this Section 6. Nothing herein shall be construed as prohibiting or limiting the Company, the Bank, or any subsidiary or affiliate of the Company or the Bank from also exercising any other available rights or remedies for such breach or threatened breach, including, without limitation, the recovery of damages from Executive or others.