Common use of Restrictive Covenant Provisions Clause in Contracts

Restrictive Covenant Provisions. In consideration for the Company’s agreement to award Shares to the Grantee, and other good and valuable consideration, the Grantee agrees: (a) During the period commencing on the Grant Date and ending on the two (2) year anniversary of the Termination Date (the “Non-Solicitation Period”), the Grantee will not (i) solicit (by any means, excluding general solicitations of the public that are not based in whole or in part on any list of employees of the Company or any of its affiliates or subsidiaries) or induce, or cause others to solicit or induce, any employee of the Company or any of its affiliates or subsidiaries to leave the employment of such entities, or (ii) solicit (by any means, excluding general solicitations of the public that are not based in whole or in part on any list of customers, clients or vendors of the Company or any of its affiliates or subsidiaries) or induce any customer, client or vendor of the Company or any of its affiliates or subsidiaries, of whom the Grantee had dealings during his/her employment or service with the Company, to cease doing business with the Company or its affiliates or subsidiaries or otherwise interfere with or damage any such individual’s or entity’s relationship with the Company or its affiliates or subsidiaries. (b) The covenants and agreements of the Grantee set forth in Section 12(a) are referred to herein as the “Restrictive Covenants.” The Grantee acknowledges that he/she has carefully read and considered the provisions of the Restrictive Covenants, and having done so, agrees that the restrictions set forth above are fair and reasonable, and are reasonably required for the protection of the legitimate business and economic interests of the Company. The parties specifically agree that the Company’s customer information is confidential and proprietary and that the Company derives an economic benefit from maintaining the secrecy of such information, which qualifies for trade secret status under applicable law. The Grantee further acknowledges that the Company would not have entered into this Agreement absent the Grantee’s agreement to the foregoing. In the event any court of competent jurisdiction finds the provisions of the Restrictive Covenants or any parts hereof to be invalid or unenforceable, such conclusion or finding shall in no way render invalid or unenforceable any other portion of this Section 12 as the provisions of this Section are intended to be separate and divisible covenants. Accordingly, if any provision shall be determined to be invalid or unenforceable either in whole or in part, including without limitation the geographic scope or duration of such provision, the parties hereto agree that the court or authority making such determination shall have the power to reduce the scope or duration of such provision or to delete specific words, phrases or provisions as necessary (but only to the minimum extent necessary) to cause such Restrictive Covenants or parts thereof to be valid and enforceable to the maximum extent permitted by law. If such court or authority does not have the legal authority to take the actions described in the preceding sentence, the parties agree to negotiate in good faith a modified provision that would, in so far as possible, reflect the original intent of this Agreement, including without limitation Section 12 hereof, without violating applicable law. (c) The parties hereto agree that money damages would not be an adequate remedy for any breach of Section 12 by the Grantee, and any breach of the terms of Section 12 by the Grantee would result in irreparable injury and damage to the Company for which such party would have no adequate remedy at law. Therefore, in the event of a breach or threatened breach of Section 12 by Grantee, the Company or its successors or assigns shall be entitled to specific performance and/or immediate injunctive relief or other equitable relief, in addition to any other remedies and damages available to the Company, in order to enforce Section 12 of this Agreement, without posting bond or other security, without having to prove damages, and to the payment by the breaching party of all of the other party’s costs and expenses, including reasonable attorneys’ fees and costs. The Grantee hereby consents to any restraining order or injunction issued in favor of the Company by any court of competent jurisdiction, without prejudice to any other right or remedy to which the Company may be entitled. In addition, if the Grantee breaches this Section 12, all Shares covered by this Restricted Stock Award which remain unvested shall be immediately forfeited, and with respect to previously vested Shares the Company may recover from the Grantee an amount equal to the Fair Market Value of the Shares as of the applicable Vesting Date. The Company shall also be entitled to recover from the Grantee any expenses or legal fees incurred by the Company in exercising its right of recovery under the preceding sentence. The Grantee represents and acknowledges that, in light of the Grantee’s experience and capabilities, the Grantee can obtain employment with another financial institution or holding company thereof or in a business engaged in other lines and/or of a different nature than those engaged in by the Company or its subsidiaries or affiliates, and that the enforcement of a remedy by way of a temporary restraining order or injunction will not prevent the Grantee from earning a livelihood. Each of the remedies available to the Company in the event of a breach by the Grantee shall be cumulative and not mutually exclusive. In the event of the Grantee’s breach of the Restrictive Covenants, the Non-Solicitation Period shall be extended by the amount of time the Grantee was in violation of Section 12.

Restrictive Covenant Provisions. In consideration for the Company’s agreement to award Shares to the Grantee, and other good and valuable consideration, the Grantee agrees: (a) During the period commencing on the Grant Date and ending on the two (2) year anniversary of the Termination Date as defined in Exhibit A (the “Non-Solicitation Period”), the Grantee will not (i) solicit (by any means, excluding general solicitations of the public that are not based in whole or in part on any list of employees of the Company or any of its affiliates or subsidiaries) or induce, or cause others to solicit or induce, any employee of the Company or any of its affiliates or subsidiaries to leave the employment of such entities, or (ii) solicit (by any means, excluding general solicitations of the public that are not based in whole or in part on any list of customers, clients or vendors of the Company or any of its affiliates or subsidiaries) or induce any customer, client or vendor of the Company or any of its affiliates or subsidiaries, of whom the Grantee had dealings during his/her employment or service with the Company, to cease doing business with the Company or its affiliates or subsidiaries or otherwise interfere with or damage any such individual’s or entity’s relationship with the Company or its affiliates or subsidiaries. (b) The covenants and agreements of the Grantee set forth in Section 12(a11(a) are referred to herein as the “Restrictive Covenants.” The Grantee acknowledges that he/she has carefully read and considered the provisions of the Restrictive Covenants, and having done so, agrees that the restrictions set forth above are fair and reasonable, and are reasonably required for the protection of the legitimate business and economic interests of the Company. The parties specifically agree that the Company’s customer information is confidential and proprietary proprietary, and that the Company derives an economic benefit from maintaining the secrecy of such information, which qualifies for trade secret status under applicable law. The Grantee further acknowledges that the Company would not have entered into this Agreement absent the Grantee’s agreement to the foregoing. In the event any court of competent jurisdiction finds the provisions of the Restrictive Covenants or any parts hereof to be invalid or unenforceable, such conclusion or finding shall in no way render invalid or unenforceable any other portion of this Section 12 11 as the provisions of this Section are intended to be separate and divisible covenants. Accordingly, if any provision shall be determined to be invalid or unenforceable either in whole or in part, including without limitation the geographic scope or duration of such provision, the parties hereto agree that the court or authority making such determination shall have the power to reduce the scope or duration of such provision or to delete specific words, phrases or provisions as necessary (but only to the minimum extent necessary) to cause such Restrictive Covenants or parts thereof to be valid and enforceable to the maximum extent permitted by law. If such court or authority does not have the legal authority to take the actions described in the preceding sentence, the parties agree to negotiate in good faith a modified provision that would, in so far as possible, reflect the original intent of this Agreement, including without limitation Section 12 11 hereof, without violating applicable law. (c) The parties hereto agree that money damages would not be an adequate remedy for any breach of Section 12 11 by the Grantee, and any breach of the terms of Section 12 11 by the Grantee would result in irreparable injury and damage to the Company for which such party would have no adequate remedy at law. Therefore, in the event of a breach or threatened breach of Section 12 11 by Grantee, the Company or its successors or assigns shall be entitled to specific performance and/or immediate injunctive relief or other equitable relief, in addition to any other remedies and damages available to the Company, in order to enforce Section 12 11 of this Agreement, without posting bond or other security, without having to prove damages, and to the payment by the breaching party of all of the other party’s costs and expenses, including reasonable attorneys’ fees and costs. The Grantee hereby consents to any restraining order or injunction issued in favor of the Company by any court of competent jurisdiction, without prejudice to any other right or remedy to which the Company may be entitled. In addition, if the Grantee breaches this Section 1211, all Performance Shares covered by this Restricted Stock Award Agreement which remain unvested shall be immediately forfeited, and with respect to previously vested Performance Shares the Company may recover from the Grantee an amount equal to the Fair Market Value of the Shares underlying shares of Common Stock as of the applicable Vesting DateDate (as defined in Section 1(c) in Exhibit A hereto). The Company shall also be entitled to recover from the Grantee any expenses or legal fees incurred by the Company in exercising its right of recovery under the preceding sentence. The Grantee represents and acknowledges that, in light of the Grantee’s experience and capabilities, the Grantee can obtain employment with another financial institution or holding company thereof or in a business engaged in other lines and/or of a different nature than those engaged in by the Company or its subsidiaries or affiliates, and that the enforcement of a remedy by way of a temporary restraining order or injunction will not prevent the Grantee from earning a livelihood. Each of the remedies available to the Company in the event of a breach by the Grantee shall be cumulative and not mutually exclusive. In the event of the Grantee’s breach of the Restrictive Covenants, the Non-Solicitation Period shall be extended by the amount of time the Grantee was in violation of Section 1211.

Restrictive Covenant Provisions. In consideration for the Company’s agreement to award Shares grant this NQSO to the GranteeOption Holder, and other good and valuable consideration, the Grantee Option Holder agrees: (a) During the period commencing on the Grant Date and ending on the two (2) year anniversary of the Termination Date (the “Non-Solicitation Period”), the Grantee Option Holder will not (i) solicit (by any means, excluding general solicitations of the public that are not based in whole or in part on any list of employees of the Company or any of its affiliates or subsidiaries) or induce, or cause others to solicit or induce, any employee of the Company or any of its affiliates or subsidiaries to leave the employment of such entities, or (ii) solicit (by any means, excluding general solicitations of the public that are not based in whole or in part on any list of customers, clients or vendors of the Company or any of its affiliates or subsidiaries) or induce any customer, client or vendor of the Company or any of its affiliates or subsidiaries, of whom the Grantee Option Holder had dealings during his/her employment or service with the Company, to cease doing business with the Company or its affiliates or subsidiaries or otherwise interfere with or damage any such individual’s or entity’s relationship with the Company or its affiliates or subsidiaries. (b) The covenants and agreements of the Grantee Option Holder set forth in Section 12(a) are referred to herein as the “Restrictive Covenants.” The Grantee Option Holder acknowledges that he/she has carefully read and considered the provisions of the Restrictive Covenants, and having done so, agrees that the restrictions set forth above are fair and reasonable, and are reasonably required for the protection of the legitimate business and economic interests of the Company. The parties specifically agree that the Company’s customer information is confidential and proprietary proprietary, and that the Company derives an economic benefit from maintaining the secrecy of such information, which qualifies for trade secret status under applicable law. The Grantee Option Holder further acknowledges that the Company would not have entered into this Agreement absent the GranteeOption Holder’s agreement to the foregoing. In the event any court of competent jurisdiction finds the provisions of the Restrictive Covenants or any parts hereof to be invalid or unenforceable, such conclusion or finding shall in no way render invalid or unenforceable any other portion of this Section 12 as the provisions of this Section are intended to be separate and divisible covenants. Accordingly, if any provision shall be determined to be invalid or unenforceable either in whole or in part, including without limitation the geographic scope or duration of such provision, the parties hereto agree that the court or authority making such determination shall have the power to reduce the scope or duration of such provision or to delete specific words, phrases or provisions as necessary (but only to the minimum extent necessary) to cause such Restrictive Covenants or parts thereof to be valid and enforceable to the maximum extent permitted by law. If such court or authority does not have the legal authority to take the actions described in the preceding sentence, the parties agree to negotiate in good faith a modified provision that would, in so far as possible, reflect the original intent of this Agreement, including without limitation Section 12 hereof, without violating applicable law. (c) The parties hereto agree that money damages would not be an adequate remedy for any breach of Section 12 by the GranteeOption Holder, and any breach of the terms of Section 12 by the Grantee Option Holder would result in irreparable injury and damage to the Company for which such party would have no adequate remedy at law. Therefore, in the event of a breach or threatened breach of Section 12 by Granteethe Option Holder, the Company or its successors or assigns shall be entitled to specific performance and/or immediate injunctive relief or other equitable relief, in addition to any other remedies and damages available to the Company, in order to enforce Section 12 of this Agreement, without posting bond or other security, without having to prove damages, and to the payment by the breaching party of all of the other party’s costs and expenses, including reasonable attorneys’ fees and costs. The Grantee Option Holder hereby consents to any restraining order or injunction issued in favor of the Company by any court of competent jurisdiction, without prejudice to any other right or remedy to which the Company may be entitled. In addition, if the Grantee Option Holder breaches this Section 12, all Shares covered by this Restricted Stock Award NQSOs which remain unvested or unexercised shall be immediately forfeited, and with respect to previously vested Shares exercised NQSOs the Company may recover from the Grantee Option Holder an amount equal to the excess of the Fair Market Value of the Shares issued in connection with the exercise of the NQSOs (including the Fair Market Value of any Shares withheld to pay all or part of the Exercise Price and the applicable tax withholding) over the Exercise Price of such Shares as of the applicable Vesting Datedate of exercise. The Company shall also be entitled to recover from the Grantee Option Holder any expenses or legal fees incurred by the Company in exercising its right of recovery under the preceding sentence. The Grantee Option Holder represents and acknowledges that, in light of the GranteeOption Holder’s experience and capabilities, the Grantee Option Holder can obtain employment with another financial institution or holding company thereof or in a business engaged in other lines and/or of a different nature than those engaged in by the Company or its subsidiaries or affiliates, and that the enforcement of a remedy by way of a temporary restraining order or injunction will not prevent the Grantee Option Holder from earning a livelihood. Each of the remedies available to the Company in the event of a breach by the Grantee Option Holder shall be cumulative and not mutually exclusive. In the event of the GranteeOption Holder’s breach of the Restrictive Covenants, the Non-Solicitation Period shall be extended by the amount of time the Grantee Option Holder was in violation of Section 12.

Restrictive Covenant Provisions. In consideration for the Company’s agreement to award Shares to the Grantee, and other good and valuable consideration, the Grantee agrees: (a) During the period commencing on the Grant Date and ending on the two (2) year anniversary of the Termination Date (the “Non-Solicitation Period”), the Grantee will not (i) solicit (by any means, excluding general solicitations of the public that are not based in whole or in part on any list of employees of the Company or any of its affiliates or subsidiaries) or induce, or cause others to solicit or induce, any employee of the Company or any of its affiliates or subsidiaries to leave the employment of such entities, or (ii) solicit (by any means, excluding general solicitations of the public that are not based in whole or in part on any list of customers, clients or vendors of the Company or any of its affiliates or subsidiaries) or induce any customer, client or vendor of the Company or any of its affiliates or subsidiaries, of whom the Grantee had dealings during his/her employment or service with the Company, to cease doing business with the Company or its affiliates or subsidiaries or otherwise interfere with or damage any such individual’s or entity’s relationship with the Company or its affiliates or subsidiaries. (b) The covenants and agreements of the Grantee set forth in Section 12(a) are referred to herein as the “Restrictive Covenants.” The Grantee acknowledges that he/she has carefully read and considered the provisions of the Restrictive Covenants, and having done so, agrees that the restrictions set forth above are fair and reasonable, and are reasonably required for the protection of the legitimate business and economic interests of the Company. The parties specifically agree that the Company’s customer information is confidential and proprietary proprietary, and that the Company derives an economic benefit from maintaining the secrecy of such information, which qualifies for trade secret status under applicable law. The Grantee further acknowledges that the Company would not have entered into this Agreement absent the Grantee’s agreement to the foregoing. In the event any court of competent jurisdiction finds the provisions of the Restrictive Covenants or any parts hereof to be invalid or unenforceable, such conclusion or finding shall in no way render invalid or unenforceable any other portion of this Section 12 as the provisions of this Section are intended to be separate and divisible covenants. Accordingly, if any provision shall be determined to be invalid or unenforceable either in whole or in part, including without limitation the geographic scope or duration of such provision, the parties hereto agree that the court or authority making such determination shall have the power to reduce the scope or duration of such provision or to delete specific words, phrases or provisions as necessary (but only to the minimum extent necessary) to cause such Restrictive Covenants or parts thereof to be valid and enforceable to the maximum extent permitted by law. If such court or authority does not have the legal authority to take the actions described in the preceding sentence, the parties agree to negotiate in good faith a modified provision that would, in so far as possible, reflect the original intent of this Agreement, including without limitation Section 12 hereof, without violating applicable law. (c) The parties hereto agree that money damages would not be an adequate remedy for any breach of Section 12 by the Grantee, and any breach of the terms of Section 12 by the Grantee would result in irreparable injury and damage to the Company for which such party would have no adequate remedy at law. Therefore, in the event of a breach or threatened breach of Section 12 by Grantee, the Company or its successors or assigns shall be entitled to specific performance and/or immediate injunctive relief or other equitable relief, in addition to any other remedies and damages available to the Company, in order to enforce Section 12 of this Agreement, without posting bond or other security, without having to prove damages, and to the payment by the breaching party of all of the other party’s costs and expenses, including reasonable attorneys’ fees and costs. The Grantee hereby consents to any restraining order or injunction issued in favor of the Company by any court of competent jurisdiction, without prejudice to any other right or remedy to which the Company may be entitled. In addition, if the Grantee breaches this Section 12, all Shares covered by this Restricted Stock Award which remain unvested shall be immediately forfeited, and with respect to previously vested Shares the Company may recover from the Grantee an amount equal to the Fair Market Value of the Shares as of the applicable Vesting Date. The Company shall also be entitled to recover from the Grantee any expenses or legal fees incurred by the Company in exercising its right of recovery under the preceding sentence. The Grantee represents and acknowledges that, in light of the Grantee’s experience and capabilities, the Grantee can obtain employment with another financial institution or holding company thereof or in a business engaged in other lines and/or of a different nature than those engaged in by the Company or its subsidiaries or affiliates, and that the enforcement of a remedy by way of a temporary restraining order or injunction will not prevent the Grantee from earning a livelihood. Each of the remedies available to the Company in the event of a breach by the Grantee shall be cumulative and not mutually exclusive. In the event of the Grantee’s breach of the Restrictive Covenants, the Non-Solicitation Period shall be extended by the amount of time the Grantee was in violation of Section 12.