Common use of Noncompetition Confidential Information Clause in Contracts

Noncompetition Confidential Information. (a) Executive hereby covenants and agrees with BancorpSouth that beginning with the Effective Date and for a period of two years after the Termination Date (the “Noncompetition Period”), unless termination or resignation is initiated by Executive for Good Reason, Executive will not directly or indirectly, in any capacity whatsoever, for Executive or for any other person, firm, corporation, association or other entity, as a partner, stockholder or otherwise: (i) operate, develop or own any interest (other than the ownership of less than 5% of the equity securities of a publicly-traded company) in, or be employed by or consult with, any business which has engaged or engages in activities in any county in any state in which the Company or any Affiliate has an office or in any county in any state where Executive, at the Termination Date or for 12 months prior to the Termination Date, performed services for the Company or any Affiliate or drew customers (hereinafter, the “Territory”) constituting or relating to the establishment, ownership, management or operation of a bank or financial services business or other related business (including without limitation, solicitation of banking, insurance or securities products and services) (a “Competing Business”); (ii) compete with BancorpSouth or its Affiliates in the operation or development of any Competing Business; (iii) engage in any business as or act as a financial services professional (including without limitation the profession of commercial banker), or provide consultation or other such services concerning financial services, either on Executive’s own behalf or on behalf of any other person, firm or corporation in the Territory; (iv) call upon, communicate with an attempt to procure or otherwise attempt to procure, service or maintain, any financial services account with any known customer of the Company or its Affiliates; or (v) disclose at any time whether during either the Noncompetition Period or during the period Executive is employed by the Company or an Affiliate any confidential or secret information concerning (A) the business, affairs or operations of the Company or its Affiliates, or (B) any marketing, sales, advertising or other concepts or plans of the Company or its Affiliates. (b) As used herein, “Confidential Information” means all technical and business information (including financial statements and related books and records, personnel records, customer lists, arrangements with customers and suppliers, manuals and reports) of the Company and its Affiliates which is of a confidential and/or proprietary character and which is either developed by Executive (alone or with others) or to which Executive has had access during Executive’s employment. Executive shall, both during and after Executive’s employment with BancorpSouth, protect and maintain the confidential and/or propriety character of all Confidential Information. Executive shall not, during or after termination of Executive’s employment, directly or indirectly, use (for Executive or another) or disclose any Confidential Information, for so long as it shall remain proprietary or protectable as confidential, except as may be necessary for the performance of Executive’s duties under this Agreement.

Noncompetition Confidential Information. (a) 9.1 Executive hereby covenants and agrees with BancorpSouth that beginning with the Effective Date and for a period of two (2) years after the Termination Date Date, unless termination or resignation is elected by Executive for Good Reason, (the “Noncompetition Period”), unless termination or resignation is initiated by Executive for Good Reason, Executive will not directly or indirectly, in any capacity whatsoever, for Executive himself or for any other person, firm, corporation, association or other entity, as a partner, stockholder or otherwise: , (i) operate, develop or own any interest (other than the ownership of less than five percent (5% %) of the equity securities of a publicly-traded company) in, or be employed by or consult with, any business which has engaged or engages in activities in any county in any state in which the Company or any Affiliate has an office or in any county in any state where Executive, at the Termination Date or for 12 twelve (12) months prior to the Termination Date, performed services for the Company or any Affiliate or drew customers (hereinafter, the “Territory”) constituting or relating to the establishment, ownership, management or operation of a bank or financial services business company or other related business (including without limitation, solicitation of banking, insurance or securities products and services) (a “Competing Business”); (ii) compete with BancorpSouth the Company or its Affiliates in the operation or development of any Competing Business; (iii) engage in any business as or act as a financial services professional (including without limitation the profession of commercial banker), or provide consultation or other such services concerning financial services, either on Executive’s his own behalf or on behalf of any other person, firm or corporation in the Territory; (iv) call upon, communicate with an attempt to procure or otherwise attempt to procure, service or maintain, any financial services account with any known customer of the Company or its Affiliates; or (v) disclose at any time whether during either the Noncompetition Period or during the period Executive is employed by the Company BancorpSouth or an Affiliate any confidential or secret information concerning (A) the business, affairs or operations of the Company or its Affiliates, or (B) any marketing, sales, advertising or other concepts or plans of the Company or its Affiliates. (b) 9.2 As used herein, “Confidential Information” means all technical and business information (including financial statements and related books and records, personnel records, customer lists, arrangements with customers and suppliers, manuals and reports) of the Company BancorpSouth and its Affiliates which is of a confidential and/or proprietary character and which is either developed by Executive (alone or with others) or to which Executive has had access during Executive’s his employment. Executive shall, both during and after Executive’s his employment with BancorpSouth, protect and maintain the confidential and/or propriety character of all Confidential Information. Executive shall not, during or after termination of Executive’s his employment, directly or indirectly, use (for Executive himself or another) or disclose any Confidential Information, for so long as it shall remain proprietary or protectable as confidential, except as may be necessary for the performance of Executive’s his duties under this Agreement. 9.3 Executive specifically acknowledges that the restrictions of Sections 8 and 9 as to time and manner of non-solicitation, non-competition and non-disclosure or use of Confidential Information are reasonable and necessary to protect the legitimate business interests of the Company.

Noncompetition Confidential Information. (a) Executive To protect the trade secrets, confidential information and good will of the Company, and as a specific material inducement to Parent to enter into this Agreement and purchase the Company Stock contemplated hereby covenants and agrees with BancorpSouth that beginning with (which the Effective Date and for a Company Shareholders acknowledge is conditioned on the noncompete contained herein), at all times during the period of from the date hereof until two (2) years after the Termination Date termination or expiration of the employment agreement between such Company Shareholder and the Parent (the “Noncompetition "Restricted Period”") and within each county in the State of Maryland and each other state in which the Company is doing business on the date hereof and on the date such Company Shareholder's employment with the Company terminates, such Company Shareholder shall not: (i) directly or indirectly, in any capacity, solicit for employment, identify to third parties, or negotiate for the services of, any persons receiving wage compensation of any type (whether as an employee, consultant, or independent contractor), unless termination whether currently or resignation is initiated by Executive for Good Reasonat any time within the past eighteen months from the date of the relevant action, Executive will not from the Company or Parent; (ii) directly or indirectly, in any capacity whatsoeveraccept for employment or contract for the services of, any persons receiving compensation of any type, whether currently or at any time within the past eighteen months from the date of the relevant action, from the Company or Parent; (iii) directly or indirectly, in any capacity assist, whether for Executive or for any other person, firm, corporation, association or other entity, as a partner, stockholder pay or otherwise: , any Person to do that which such Person could not do directly under subparagraphs (i) operateand/or (ii) above; (iv) directly or indirectly, develop in any capacity engage, whether for pay or own otherwise, in the same business, or any interest business similar to, or competitive with, the business conducted or intended to be conducted by the Company or Parent; and (v) directly or indirectly, in any capacity assist, whether for pay or otherwise, other than the ownership Parent, or any of less than 5% of their affiliates, any Person to engage in the equity securities of a publicly-traded companysame business, or any business similar to or competitive with, the business conducted or intended to be conducted by the Company or Parent; (vi) indirectly, or indirectly, call upon, solicit or attempt to solicit, or be employed by interested in or consult withconnected, either directly or indirectly, with any business which has engaged operation that calls upon, solicits or engages attempts to solicit any customer or prospective customer of the Parent, or any of their affiliates, anywhere in activities Maryland or anywhere within a fifty (50) mile radius of any city or municipality in any county in any other state in which where the Parent actively provides work or services for customers at the time that the Company Shareholder's employment terminates; and (vii) directly or indirectly, contact any Affiliate has an office of the Parent's clients or suppliers anywhere in Maryland and anywhere within a fifty (50) mile radius of any county city or municipality in any another state where Executive, the Parent actively provides work or services for customers at the Termination Date or for 12 months prior to time of the Termination Date, performed services for said termination of the Company Shareholder's employment which Company Shareholder contacted, served or any Affiliate or drew customers (hereinafter, the “Territory”) constituting or relating to the establishment, ownership, management or operation of a bank or financial services business or other related business (including without limitation, solicitation of banking, insurance or securities products and services) (a “Competing Business”); (ii) compete with BancorpSouth or its Affiliates in the operation or development of any Competing Business; (iii) engage in any business as or act as a financial services professional (including without limitation the profession of commercial banker), or provide consultation or other such services concerning financial services, either on Executive’s own behalf or developed on behalf of any other person, firm or corporation in the Territory; (iv) call upon, communicate with an attempt to procure or otherwise attempt to procure, service or maintain, any financial services account with any known customer of the Company or its Affiliates; Parent or (v) disclose at any time whether during either the Noncompetition Period or their affiliated companies during the period Executive is employed Company Shareholder's employment with the purpose or intent of competing with the Parent or its affiliates. The parties acknowledge that the continued involvement by the Company or an Affiliate any confidential or secret information concerning (AShareholders as officers, directors, and shareholders of Tricerat, Inc. shall not be deemed a breach of this Section 6.7(a) so long as Tricerat, Inc. continues to engage in substantially the business, affairs or same operations of the Company or its Affiliates, or (B) any marketing, sales, advertising or other concepts or plans of the Company or its Affiliatesas it is currently engaged in. (b) As used hereinAt all times during the Restricted Period, “Confidential Information” means all technical each Company Shareholder shall not disclose or reveal to any Person (other than directors, officers and business information (authorized employees and representatives of Parent and its subsidiaries) or use for any purpose not contemplated by this Agreement any Intellectual Property, including financial statements and related books and recordswithout limitation, personnel recordscomputer software, technology, data, customer lists, arrangements with customers know-how, documents, processes, pricing and suppliersmarketing plans, manuals policies and reports) strategies, operations, methods, business development techniques, business and personnel acquisition plans or other confidential or trade secret information relating to the business, operations or activities of Parent, including the Company (except and its Affiliates which only to the extent that such information is readily ascertainable from public or published information or trade sources, or upon advice of counsel, is required to be disclosed in order to comply with applicable law or regulatory authority, or an order of a confidential and/or proprietary character court of competent jurisdiction, and which is either developed by Executive (alone or with others) or such employee notifies Parent prior to which Executive has had access during Executive’s employment. Executive shall, both during and after Executive’s employment with BancorpSouth, protect and maintain the confidential and/or propriety character of all Confidential Information. Executive shall not, during or after termination of Executive’s employment, directly or indirectly, use (for Executive or another) or disclose any Confidential Information, for so long as it shall remain proprietary or protectable as confidential, except as may be necessary for the performance of Executive’s duties under this Agreementmaking such disclosure).

Noncompetition Confidential Information. (a) Executive hereby covenants and agrees with BancorpSouth that beginning with the Effective Date and for a period of two (2) years after the Termination Date Date, unless termination or resignation elected by Executive for Good Reason, (the “Noncompetition Period”), unless termination or resignation is initiated by Executive for Good Reason, ) Executive will not directly or indirectly, in any capacity whatsoever, for Executive himself or for any other person, firm, corporation, association or other entity, as a partner, stockholder or otherwise: , (i) operate, develop or own any interest (other than the ownership of less than five percent (5% %) of the equity securities of a publicly-traded company) in, or be employed by or consult with, any business which has engaged or engages in activities in any county in any state in which the Company or any Affiliate has an office or in any county in any state where Executive, at the Termination Date or for 12 twelve (12) months prior to the Termination Date, performed services for the Company or any Affiliate or drew customers (hereinafter, the “Territory”) constituting or relating to the establishment, ownership, management or operation of a bank or financial services business company or other related business (including without limitation, solicitation of banking, insurance or securities products and services) (a “Competing Business”); (ii) compete with BancorpSouth the Company or its Affiliates in the operation or development of any Competing Business; (iii) engage in any business as or act as a financial services professional (including without limitation the profession of commercial banker), or provide consultation or other such services concerning financial services, either on Executive’s his own behalf or on behalf of any other person, firm or corporation in the Territory; (iv) call upon, communicate with an attempt to procure or otherwise attempt to procure, service or maintain, any financial services account with any known customer of the Company or its Affiliates; or (v) disclose at any time whether during either the Noncompetition Period or during the period Executive is employed by the Company BancorpSouth or an Affiliate any confidential or secret information concerning (A) the business, affairs or operations of the Company or its Affiliates, or (B) any marketing, sales, advertising or other concepts or plans of the Company or its Affiliates. (b) As used herein, “Confidential Information” means all technical and business information (including financial statements and related books and records, personnel records, customer lists, arrangements with customers and suppliers, manuals and reports) of the Company BancorpSouth and its Affiliates which is of a confidential and/or proprietary character and which is either developed by Executive (alone or with others) or to which Executive has had access during Executive’s his employment. Executive shall, both during and after Executive’s his employment with BancorpSouth, protect and maintain the confidential and/or propriety character of all Confidential Information. Executive shall not, during or after termination of Executive’s his employment, directly or indirectly, use (for Executive himself or another) or disclose any Confidential Information, for so long as it shall remain proprietary or protectable as confidential, except as may be necessary for the performance of Executive’s his duties under this Agreement. (c) Executive specifically acknowledges that the restrictions of Sections 3.1 and 3.2 as to time and manner of non-solicitation, non-competition and non-disclosure or use of Confidential Information are reasonable and necessary to protect the legitimate business interests of the Company.

Noncompetition Confidential Information. (a) Executive hereby covenants and agrees with BancorpSouth that beginning with the Effective Date and for a period of two years after the Termination Date Date, unless termination or resignation is elected by Executive for Good Reason (the “Noncompetition Period”), unless termination or resignation is initiated by Executive for Good Reason, Executive will not directly or indirectly, in any capacity whatsoever, for Executive himself or for any other person, firm, corporation, association or other entity, as a partner, stockholder or otherwise: (i) operate, develop or own any interest (other than the ownership of less than five percent (5% %) of the equity securities of a publicly-traded company) in, or be employed by or consult with, any business which has engaged or engages in activities in any county in any state in which the Company or any Affiliate has an office or in any county in any state where Executive, at the Termination Date or for 12 months prior to the Termination Date, performed services for the Company or any Affiliate or drew customers (hereinafter, the “Territory”) constituting or relating to the establishment, ownership, management or operation of a bank or financial services business company or other related business (including without limitation, solicitation of banking, insurance or securities products and services) (a “Competing Business”); (ii) compete with BancorpSouth the Company or its Affiliates in the operation or development of any Competing Business; (iii) engage in any business as or act as a financial services professional (including without limitation the profession of commercial banker), or provide consultation or other such services concerning financial services, either on Executive’s his own behalf or on behalf of any other person, firm or corporation in the Territory; (iv) call upon, communicate with an attempt to procure or otherwise attempt to procure, service or maintain, any financial services account with any known customer of the Company or its Affiliates; or (v) disclose at any time whether during either the Noncompetition Period or during the period Executive is employed by the Company BancorpSouth or an Affiliate any confidential or secret information concerning (A) the business, affairs or operations of the Company or its Affiliates, or (B) any marketing, sales, advertising or other concepts or plans of the Company or its Affiliates. (b) As used herein, “Confidential Information” means all technical and business information (including financial statements and related books and records, personnel records, customer lists, arrangements with customers and suppliers, manuals and reports) of the Company BancorpSouth and its Affiliates which is of a confidential and/or proprietary character and which is either developed by Executive (alone or with others) or to which Executive has had access during Executive’s his employment. Executive shall, both during and after Executive’s his employment with BancorpSouth, protect and maintain the confidential and/or propriety character of all Confidential Information. Executive shall not, during or after termination of Executive’s his employment, directly or indirectly, use (for Executive himself or another) or disclose any Confidential Information, for so long as it shall remain proprietary or protectable as confidential, except as may be necessary for the performance of Executive’s his duties under this Agreement.