EXHIBIT 10.13(a)
EXECUTIVE COMPENSATION AND BENEFITS AGREEMENT
Xxxxxxx X. Xxxxxxxxx The Executive
00000 Xxxxx Xxxx Xxxx.
Xxxx Xxxxxx, XX 00000
Renaissance Holdings, Inc. The Company
0000 XX Xxxxxxxxx-Xxxxxxxxx Xxx.
Xxxxxxxxx, XX 00000-0000
1. Employment.
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The Company hereby employs Executive as its Senior Vice President/Chief
Financial Officer and Executive hereby accepts this Executive Compensation and
Benefits Agreement in conjunction with his/her employment with the Company.
2. Effective Date.
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This Agreement is effective September 1, 1999 (the "Effective Date"), and
shall continue through August 31, 2002, unless extended by mutual agreement or
terminated earlier as hereinafter provided.
3. Duties and Responsibilities.
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Executive will, during the term of this Agreement, faithfully and
diligently perform all such acts and duties and have such responsibilities and
furnish such services as the Chief Executive Officer of the Company or his/her
designee shall reasonably direct, including but not limited to those listed in
Attachment A hereto. Executive will devote such time, energy, and skill to the
business of the Company as shall reasonably be required for the performance of
his/her duties.
4. Salary and Bonus.
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4.1 Salary. Executive will be paid a salary of not less than his current
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salary of $150,000 on an annualized basis, payable on regular Company paydays.
Executive's annual salary shall be reviewed by the Company's Chief Executive
Officer and Board of Directors each year during the term of this Agreement for
adjustment as determined appropriate by the Board. Except as specifically stated
herein, Executive otherwise will receive the same Company benefits and be
subject to the same policies, practices, terms and conditions of employment as
are other regular Company employees.
EXECUTIVE COMPENSATION AND BENEFITS AGREEMENTS
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4.2 Bonus. In addition to Executive's base salary, Executive is eligible
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to participate in the Company's Management Incentive Plan, as approved and
amended by the Board in its sole discretion, subject to objectives established
annually by the Board. Attachment B, hereto, summarizes Executive's
participation and objectives for the plan year ending December 31, 1999.
5. Stock Option Grant.
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Executive shall be given a stock option grant of forty thousand (40,000) shares
upon execution of this Agreement, which options will vest over three years in
accordance with and subject to the terms and conditions of the Renaissance
Holdings, Inc., 1997 Amended and Restated Stock Incentive Plan (the Stock Option
Plan). This stock option grant represents a multi-year grant and is given in
consideration of Executive's execution of Agreement.
To the maximum extent permitted by law, such options shall be in the form of
incentive stock options. The exercise price for the options shall be $14 per
share, subject to the adjustment provisions set forth in the Stock Option Plan.
Executive shall be eligible for consideration for additional option grants, in
the sole discretion of the Board and subject to the terms and conditions of the
Stock Option Plan.
6. Confidential Information and Nonsolicitation.
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Executive (shall execute/has executed) a Confidentiality and Nonsolicitation
Agreement in the form attached hereto as Attachment C which shall survive the
termination of this Agreement.
7. Termination and Severance.
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7.1 Except as specifically provided for in this Agreement, Executive shall
not be eligible for severance pay or benefits under any other policy, program,
plan, or practice of the Company.
7.2 If Executive's employment is terminated by the Company other than for
cause, as hereinafter defined, or pursuant to Sections 7.4 (death) or 7.6
(disability) or 8 (Change of Control) below, Executive shall receive as
severance pay an amount equal to 12 months of Executive's base compensation and
a pro-rata portion of Executive's target bonus reflecting Executive's partial
year of service as of the date of termination. As an additional severance
benefit, the Company will pay up to 12 months of COBRA premiums or until
Executive becomes eligible for comparable group health coverage of Medicare,
whichever is earlier. (At its sole discretion the Company may pay Executive the
cash equivalent of the COBRA benefit rather than payment of premiums on
Executive's behalf.)
EXECUTIVE COMPENSATION AND BENEFITS AGREEMENTS
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As an additional severance benefit, the Company will provide Executive with
outplacement assistance with an outplacement provider of the Company's choice,
up to a maximum fee of twelve percent (12%) of Executive's base compensation.
Severance benefits shall not include payment in connection with an award of any
stock option or grant, the eligibility for which will be governed solely by the
terms of the Stock Option Plan.
7.3 If Executive's employment is terminated for cause by Company or if
Executive terminates his/her employment for any reason, Executive shall not be
entitled to severance pay or benefits under this Agreement.
7.4 For purposes of this Agreement, cause for termination includes, but is
not limited to, the following types of conduct and circumstances: breach of any
material provision of this Agreement; material violation of any statutory or
common law duty of loyalty to the Company; conduct or performance that, in the
judgment of the Company, adversely affects the interests of the Company or any
of its affiliated or related entities or injures or tends to injure the
reputation of the Company or any of its affiliated or related entities; or
conduct that, in the judgment of the Company creates a conflict of interest or
the appearance of a conflict of interest between Executive and the Company or
any of its affiliated or related entities.
7.5 This Agreement shall terminate automatically in the event of
Executive's death, without any obligation on the part of the Company to provide
severance benefits to Executive's estate. However, the Company will pay the cost
of continuation of existing group health insurance coverage for Executive's
spouse, if any, and eligible dependents covered at the time of Executive's death
for a period of up to six (6) months or such earlier date that the spouse and
eligible dependent(s)are eligible for comparable group health coverage or
Medicare (or in the Company's sole discretion, pay the cash equivalent of this
benefit).
7.6 The Company, in its sole discretion, may elect to terminate this
Agreement and Executive's employment in the event Executive is unable or
unwilling to perform the essential duties and responsibilities of his/her
position for a period of more than six months due to disability, without any
obligation on the part of the Company to provide severance benefits to
Executive. However, the Company will pay the cost of continuation of Executive's
existing group health insurance coverage for a period of up to six (6) months or
such earlier date that Executive is eligible for comparable group health
coverage or Medicare or, in the Company's sole discretion, pay the cash
equivalent of this benefit.
7.7 For purposes of this Section 7, Executive's employment shall not be
considered terminated by the Company solely by reason of a change in Executive's
position, duties, responsibilities, compensation, benefits, or location of
employment,
EXECUTIVE COMPENSATION AND BENEFITS AGREEMENTS
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provided Executive remains in a position deemed by the Company to be at
substantially the same level (including compensation) as the position described
in Section 3 above, and provided that the location of employment of Executive
remains within 30 miles of downtown Beaverton, Oregon.
7.8 Severance pay and benefits under Section 7 are subject to applicable
tax and withholdings and deductions. Severance benefits, other than outplacement
assistance, shall be paid pro-rata on regular Company paydays.
7.9 In addition to the foregoing conditions, eligibility for a receipt of
severance benefits under Section 7 are subject to Executive executing and not
revoking a Separation Agreement and Release of Claims in a form provided to
Executive by the Company at the time of termination.
7.10 Severance benefits under Section 7 shall not be included as
compensation under any retirement plan maintained by the Company or an affiliate
unless the retirement plan provides otherwise.
7.11 Notwithstanding the foregoing, Executive shall not be eligible for
severance pay or shall forfeit any outstanding severance pay and benefits
amounts, as applicable, under this Section 7 if:
7.11.1 Executive accepts an offer of re-employment by the Company
or any affiliate of the Company at any time during the 12-month period
commencing on the date of Executive's termination of employment with the
Company.
7.11.2 Executive fails to execute any documents or satisfy
conditions reasonably required by the Company in order to receive severance
benefits under this Agreement or fails to return property of the Company or an
affiliate within the time period designated by the Company for acceptance of
severance benefits.
7.11.3 Executive fails to execute or breaches any agreement
required by the Company, including but not limited to cessation of benefits and
repayment of severance benefits in the event of rehire or reemployment by the
Company or an affiliate or in the event of any material breach of any required
confidentiality, nonsolicitation, nondisparagement, assistance to the Company or
assistance in defense of litigation agreements or a provision of the Release of
Claims.
7.11.4 Executive accepts employment or enters into any business
relationship with, or becomes, or acquires ownership of more than five percent
(5%) interest in, a competitor of the Company less than 12 months after
termination with the Company.
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7.11.5 Executive is eligible for severance pay and benefits under
Section 8 of this Agreement.
8. Change in Control.
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8.1 If, following a Change in Control (as hereinafter defined),
Executive's employment is terminated by the Company other than for cause within
12 months following a Change of Control or if Executive resigns from employment
following a material alternation in Executive's position that has a detrimental
impact on Executive (as hereinafter defined), Executive shall receive as
severance pay an amount equal to 18 months of Executive's base compensation and
a pro-rata portion of Executive's target bonus reflecting Executive's partial
year of service as of the date of termination. As an additional severance
benefit, the Company will pay up to 18 months of COBRA premiums or until
Executive becomes eligible for comparable group health coverage or Medicare,
whichever is earlier. As an additional severance benefit, the Company will
provide Executive with outplacement assistance with an outplacement provider of
the Company's choice, up to a maximum fee of twelve percent (12%) of Executive's
base compensation. Severance benefits shall not include payment in connection
with an award of any stock option or grant, the eligibility for which will be
governed solely by the terms of the Stock Plan. No other severance pay or
benefits shall be payable to Executive, including but not limited to severance
pay or benefits under Section 7 of this Agreement.
8.2 For the purposes of this Section 8, Change in Control shall occur if
any of the following applies:
8.2.1 Any person, as such term is used in Sections 13(d) and 14(d) of
the Securities Exchange Act of 1934, as amended (the Exchange Act) (other than
the Company, any trustee or other fiduciary holding securities under an employee
benefit plan of the Company, or any company owned, directly or indirectly, by
the shareholders of the Company in substantially the same proportion as their
ownership of stock of the Company) is or becomes the beneficial owner (as
defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing 51 percent or more of the combined voting
power of the Company's then outstanding securities;
8.2.2 The shareholders of the Company approve a merger or other
consolidation of the Company with any other Company other than (1) a merger or
consolidation which would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity) 51 percent or more of the combined voting power of the voting
securities of the Company or such surviving entity outstanding immediately after
EXECUTIVE COMPENSATION AND BENEFITS AGREEMENTS
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such merger of consolidation or (2) a merger or consolidation effected to
implement a recapitalization of the Company (or similar transaction) in which
no Person acquired more than 51 percent of the combined voting power of the
Company's then outstanding securities;
8.2.3 A tender or exchange offer is made for the common stock of the
Company (or securities convertible into common stock of the Company) and such
offer results in a portion of those securities being purchased and the offeror,
after the consummation of the offer, is the beneficial owner (as determined
pursuant to Section 13(d) of the Exchange Act), directly or indirectly, of
securities representing at least 51 percent of the voting power of outstanding
securities of the Company; or
8.2.4 The Company sells all or substantially all of its operating
assets to a buyer that is not a member of the Renaissance controlled group of
corporations.
8.3 For the purposes of this Section 8, there is a material alteration in
the employee's position that has a detrimental impact on the employee if:
8.3.1 Executive's principal work location is moved more than 30
miles;
8.3.2 Executive's salary and target bonus opportunity is reduced by
at least 15 percent of Executive's base salary and target bonus opportunity
before the change in compensation and the reduction is not the result of a
general reduction in compensation for reasons unrelated to Executive's
assignment; or
8.3.3 There is a material reduction in the scope of Executive's
responsibilities or authority.
8.4 Severance pay and benefits under Section 8 are subject to tax and other
applicable withholdings and deductions. Severance benefits, other than
outplacement assistance, shall be paid pro-rata on regular Company paydays.
8.5 In addition to the foregoing conditions, eligibility for and receipt of
severance benefits under Section 8 are subject to Executive executing and not
revoking a Separation Agreement and Release of Claims in a form provided to
Executive by the Company at the time of termination.
8.6 Severance benefits under Section 8 shall not be included as compensation
under any retirement plan maintained by the Company or an affiliate unless the
retirement plan provides otherwise.
8.7 Notwithstanding the foregoing, Executive shall not be eligible for
severance benefits.
EXECUTIVE COMPENSATION AND BENEFITS AGREEMENTS
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or shall forfeit any outstanding severance pay and benefits amounts, as
applicable, under this Section 8 if:
8.7.1 Executive receives an offer of severance benefits under any other
severance plan or program maintained by the Company, or an affiliate of the
Company or enters into any individual severance agreement with the Company or an
affiliate that supersedes this Agreement or is terminated pursuant to Section 7
of this Agreement or voluntarily resigns from employment for any reason that
does not constitute a material alteration in Executive's position that has a
detrimental impact on Executive (as defined above).
8.7.2 Executive is involuntarily terminated for either gross misconduct or
gross negligence or conduct which indicates a reckless disregard for the
consequences and has a material adverse effect on the Company or an affiliate.
8.7.3 Executive fails to execute any documents or satisfy conditions
reasonably required by the Company in order to receive severance benefits under
this Agreement or fails to return property of the Company or an affiliate within
the time period designated by the Company for acceptance of severance benefits.
8.7.4 Executive fails to execute or breaches any agreement required by the
Company, including but not limited to cessation of benefits and repayment of
severance benefits in the event of rehire or reemployment by the Company or an
affiliate or in the event of any material breach of any required
confidentiality, nonsolicitation, nondisparagement, assistance to the Company
and assistance in defense of litigation agreements or a provision of the Release
of Claims.
8.7.5 Executive accepts an offer of re-employment by the Company or any
affiliate of the Company at any time during the 18-month period commencing on
the date of Executive's termination of employment with the Company.
8.7.6 Executive accepts employment or enters into any business
relationship with, or becomes, or acquires ownership of more than a five percent
(5%) interest in, a competitor of Company less than 18 months after termination
with the Company.
9. General Provisions.
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9.1 Except as specifically provided herein, Executive's employment with the
Company shall be subject to the same terms and conditions as applicable to other
employees of the Company, including but not limited to the right of either party
to terminate the employment relationship at any time and for any reason.
9.2 This Agreement shall be construed in accordance with and governed by the
laws of the State of Oregon.
9.3 Executive agrees that any dispute (1) concerning the interpretation or
construction of
EXECUTIVE COMPENSATION AND BENEFITS AGREEMENTS
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this Agreement, (2) relating to any compensation or benefits Executive may
claim, or (3) relating in any way to any claim by Executive for reinstatement or
reemployment by the Company after execution of this Agreement shall first be
submitted to confidential mediation before a mediator selected by the parties.
Should any dispute not be resolved through mediation, it shall be submitted and
settled exclusively by confidential arbitration in accordance with the
Commercial Arbitration Rules of the American Arbitration Association or such
comparable rules as may be agreed upon by the parties. The parties shall be
responsible for their own costs and legal fees in any mediation or arbitration
proceeding. Both parties agree that the procedures outlined in this Section are
the exclusive methods of dispute resolution.
9.4 This Agreement contains the entire agreement between Executive and the
Company concerning the subject matters discussed herein. Any modification of
this Agreement shall be effective only if in writing and signed by each party or
its duly authorized representative. This Agreement supersedes all prior
employment agreements between the parties. The terms of this Agreement are
contractual and not mere recitals. If, for any reason, any provision of this
Agreement shall be held invalid in whole or in part, such invalidity shall not
affect the remainder of this Agreement.
9.5 The waiver of any breach of this Agreement by one party shall not
constitute waiver by the non-breaching party of any other breach of the
Agreement.
9.6 This Agreement is subject to, and conditioned on, ratification of its
terms by the Board of Directors of the Company.
RENAISSANCE HOLDINGS, INC.
By /s/ Xxxxxx X. Xxxxx 8/5/99
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Its: Chief Executive Officer Date
/s/ Xxxxxxx X. Xxxxxxxxx 8/5/99
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Executive Signature Date
Attachment A: Duties and Responsibilities of Executive
Attachment B: Target Bonus Participation Document
Attachment C: Confidentiality and Nonsolicitation Agreement.
EXECUTIVE COMPENSATION AND BENEFITS AGREEMENTS
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[LOGO OF RENAISSANCE HOLDINGS, INC.]
JOB DESCRIPTION
TITLE: Senior Vice President and CFO
GRADE:
RANGE:
REPORTS TO: CEO
SUMMARY: The Senior Vice President and CFO plans, directs and
coordinates the financial strategies of the company.
The incumbent is responsible for providing strategic
financial leadership, analyzing and appraising the
effectiveness of asset and liability management,
portfolio acquisition, and securitization of assets and
other capital. The CFO is part of the Management
Committee of RHI.
DUTIES AND
RESPONSIBILITIES:
. Responsible for effective fiscal management and long range financial
planning for the organization. Provides guidance in budget planning
and development.
. Responsible for securing and managing capital funding.
. Negotiates contract and strategic partnerships.
. Participates in strategic business planning for the Company;
Establishes goals for financial and accounting units within RHI.
. Communicates financial plans and results throughout the company and
external constituencies.
. Educates, mentors and coaches direct reports to develop managerial
skills and abilities; Establishes succession plans for key positions.
ACCOUNTABILITY:
The Senior Vice President and CFO is accountable for
overseeing all financial strategies and tactics for the
organization. The position has a significant and
primary impact on overall financial state of the
business, including short and long term revenues and
profitability. Primary impacts occur through efficient
financial and accounting management and appropriate
management of the Company's capital spending. The
Senior Vice President and CFO
must apply principles of logical and
conceptual thinking to a wide range of
intellectual and practical problems,
dealing with large number of variables to
determine a specific course of action on
the basis of need. Errors in judgment and
discretion could have a more than
significant impact on the Company's
profitability and growth goals.
QUALIFICATIONS:
Knowledge:
. Master's degree preferred along with extensive background in
portfolio management, long-range financial planning,
securitization and capital funding, preferably in the
financial services or in a high transaction processing
business industry.
. 10 to 15 years of experience in managing financial and
accounting functions within an organization, 5 to 7 years
experience in a senior management capacity.
. Experience directing business process design and
implementation of projects that provide tangible results such
as improved quality, productivity and business value.
. Knowledge and experience in applying ethical businesses
practices in day-to-day operations management and decision
making.
. Successful experience in profit center management.
Skills:
. Strong business analysis (quantitative) skills.
. Demonstrated problem-solving skills.
. Excellent written and verbal communication skills.
. Exceptionally strong leadership and interpersonal skills.
. Highly developed sense of business ethics.
Abilities:
. Judgment and ability to work with senior management on complex
technical organizational issues and corporate strategic
planning.
. Ability to make good business decisions in support of
strategic Company goals.
. Ability to work independently and as a team member to
professionally represent the Company.
. Ability to work in a fast-paced, entrepreneurial environment.
. Incumbent must have a process orientation to identify
problems, formulate solutions and implement improvements.
. Ability to think conceptually and manage detail.
. Strong work ethic; efficient, well organized, dependable,
self-starter, flexible.
. Ability to represent the Company internally and externally.
ESSENTIAL
FUNCTIONS:
The incumbent must meet work deadlines, have regular attendance,
excellent oral and written communication skills, leadership
skills, excellent interpersonal skills, ability to work with a
team, ability to multi-task, use a PC and a computer terminal,
and the specialized telephone system. It requires access to all
areas of the office, and the ability to sit for extended periods
of time, periodically bending and twisting, and frequent
application of a negligible amount of force to lift, carry, push,
pull, or otherwise move objects. The incumbent must be able to
perform the essential functions of this position with or without
reasonable accommodation. The Company will provide reasonable
accommodation where necessary.
This is an exempt position.
X
---------- __________
Exempt Non-Exempt
(Check One)
Written By ___________________ Date _______
Approved By /s/ Xxxxxxx X. Xxxxxxxxx Date 11/23/99
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New 10/99
JD 00124
Job descriptions are not intended to be all- inclusive lists of all
responsibilities, skills, efforts or working conditions associated with a job.
While this job description is intended to be an accurate reflection of the job
requirements, management reserves the right to modify, add or remove duties from
particular jobs and assign other duties as necessary.
Attachment B
[LOGO OF RENAISSANCE
HOLDINGS, INC.]
Memorandum
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TO: RHI Management
FROM: Xxxxxx Xxxxx / Senior Management Team
DATE: May 7, 1999
RE: 1999 Discretionary Bonus Program
Our phenomenal first quarter performance ($4.3mm net profit!) reminded me of the
need to communicate bonus strategies for 1999. The Renaissance Holdings Board of
Directors agreed at our last meeting that the 1998 bonus strategy of "all or
nothing" was too severe. (Meaning that we could have had a pretty terrific year
but not received bonuses were we to have missed our aggressive profit target of
$4.0mm).
This year we have modified the program. Our target net profit is $7.5 mm, and a
modest bonus pool will be funded once profits exceed $6.0mm. If we hit $6.0mm,
bonuses will be small and skewed toward staff, supervisors and lower-level
management. The pool will gain funding continuously over $6.0mm. At $7.5mm the
funding rate shall increase: profits above $7.5mm shall ensure a healthy bonus
pool. And just like last year, each dollar of profit adds to the bonus pool with
no limit.
We have made a significant step toward hitting our target--we're 57% there after
the first quarter. Even though we are more cautious about the next three
quarters, we're still confident we can exceed $7.5mm. However, reiterating
earlier comments, bonuses can vary widely from year to year, and that none of us
should count our chickens. Let's go out and make them hatch.
Here is some additional discretionary bonus program information:
. Eligibility: All employees employed before July 1/st/ of the bonus year are
eligible to be considered for a bonus, with prorated amounts for less than
one full year of service. Employees must be working and on the payroll when
bonuses are distributed.
. Discretionary bonus award criteria falls into two categories:
Company performance (as outlined above) and individual performance in the
following areas:
-Overall job performance and contributions
-Dependability
-Major accomplishments
-Other factors (e.g., Special projects, etc)
. Achieving the profit goal does not ensure that any employee will receive a
bonus. Once the pool is funded, our existing process for determining bonuses
will be followed.
. The profit goals will change annually.
. The stock option and profit-sharing programs are not affected by the bonus
program.
I am available to discuss with any and all. Please share this information with
your employees.
[LOGO OF Attachment C
RENAISSANCE
[LOGO OF HOLDINGS., INC.]
RENAISSANCE [LOGO OF
BANKCARD SERVICES] ORCHARD BANK]
Confidentiality, Non-solicitation and Non-competition Agreement
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Renaissance Bankcard Services, Inc., Orchard Federal Savings Bank and
Renaissance Holdings, Inc. are recognized as industry leaders in the highly-
competitive credit card business. Accordingly, many companies actively seek to
obtain confidential information related to our companies. To guard against this,
and clarify our confidentiality requirements for employees, we are asking you to
enter into this Confidentiality, Non-solicitation and Non-competition Agreement
and to abide by its terms.
In consideration of my employment with Renaissance Bankcard Services, Inc.,
and/or Orchard Federal Savings Bank and/or Renaissance Holdings, Inc., I agree
to the following:
1. Confidentiality. I understand that as an employee I have had and/or will
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have access to proprietary information, trade secrets, and other
information treated by Renaissance Bankcard Services, Inc., Orchard Federal
Savings Bank and Renaissance Holdings, Inc. (individually or collectively,
the "Company") as Confidential Information, that such information is a
valuable asset of Company and that its disclosure or unauthorized use will
cause Company irreparable harm. As used in this Agreement, the term
"Confidential Information" means: (a) proprietary information of Company;
(b) information marked or designated by Company as confidential; (c)
information that is known to me to be treated by Company as confidential
and (d) information provided to Company by third parties which Company is
obligated to keep confidential. It also includes, but is not limited to,
trade secrets as defined under the Uniform Trade Secrets Act, all
information relating to Company's clients and customers including their
names, addresses and address lists, credit card, savings or other account
numbers, all information supplied by clients and customers, credit card
portfolios, profitability statistics and loss rates, credit card
transactions, scoring techniques, policies and reports, business
strategies, pricing, technology, methods, techniques, procedures, products,
costs, employee compensation, marketing plans, computer programs or
systems, inventions, developments, and trade secrets of every kind and
character. I agree that I will not disclose any Confidential Information to
any person, agency or court unless compelled to do so by law. I also will
not use Confidential Information for my own benefit or that of any other
person, corporation, government or other entity. If I am required by law to
disclose any Confidential Information, before doing so I will notify the
Director of Human Resources of the Company and provide a copy of the
subpoena, summons or other legal document. I agree that upon my separation
from employment (or earlier if requested by Company), I will return to
Company all originals and copies of documents and other materials in my
possession or control relating to Company or containing or derived from
Confidential Information. If requested, I agree to execute a written
certification satisfactory to Company to the effect that all such documents
and materials have been returned.
2. Non-solicitation of Employees. I agree that I will not solicit, divert
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or take away either the employment of any employees or customers of the
Company for a period of one (1) year from the date my employment with
Company ends. I specifically acknowledge and agree that the terms of this
provision are reasonable in every respect and in particular because of the
comprehensive and specialized nature of the Company's business.
Non-competition, Confidentiality and Non-solicitation Agreement
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