EXHIBIT 6
NON-COMPETITION AGREEMENT
THIS NON-COMPETITION AGREEMENT (the
"Agreement") dated as of this 27th day of December, 1999, by and among NATIONAL
COMMERCE BANCORPORATION ("NCBC"), a Tennessee corporation which is registered
both as a bank holding company and as a savings and loan holding company and
whose principal
offices are located at Xxx Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxx Xxxxxx, Xxxxxxxxx
00000, PIEDMONT BANCORP, INC. ("PBI"), a North Carolina corporation which is
registered as a bank holding company and _____________an adult resident citizen
of the State of North Carolina who serves as a director of PBI ("Person").
WHEREAS, NCBC, and PBI have entered into that certain
Agreement and Plan of Reorganization dated as of December 27, 1999 (the "Merger
Agreement"), providing for the acquisition by NCBC of all of the common stock of
PBI ("PBI Common Stock") through the merger of PBI with and into NCBC (the
"Merger"); and
WHEREAS, Person is a director of PBI and has long been
associated with PBI and has developed a relationship with the customer base of
PBI and possesses confidential information regarding the direct and indirect
business operation of PBI; and
WHEREAS, as a condition precedent to NCBC's agreement to enter
into the Merger Agreement, NCBC has required, and Person has agreed to enter
into this Non-Competition Agreement.
NOW, THEREFORE, for and in consideration of NCBC's agreement
to the Merger with PBI pursuant to the Merger Agreement and Ten Dollars ($10.00)
and other good and valuable consideration, the receipt and sufficiency of which
as consideration for this Non-Competition Agreement are hereby acknowledged by
Person, the parties hereto intending to be legally bound hereby agree as
follows:
(1) Covenant Not to Compete/Term. NCBC, PBI and Person
acknowledge and agree that: (i) various business connections, clientele and
customers of NCBC and the subsidiaries and affiliates of NCBC (collectively for
purposes hereof the "NCBC Companies"), have been established and are maintained
at a great expense to the NCBC Companies; (ii) by virtue of his or her close
relationship with, and service as a member of the Board of Directors of PBI, and
in connection with the Merger, Person has become familiar with the names and
lists, and the business needs of the customers and of PBI, (iii) Person, through
his or her presentation of or association with PBI and his or her business
dealings with NCBC or PBI has become personally acquainted with such customers
and prospective customers of the NCBC Companies; and (iv) NCBC will sustain
great loss and damage if Person violates the covenants and agreements
hereinafter set forth, for which loss and damages NCBC does not have an adequate
remedy by law.
Based on the foregoing, Person hereby expressly covenants and
agrees, which covenants and agreement are the essence of this Non-Competition
Agreement, that for a period of one (1) year from the day following the meeting
of PBI's shareholders held to consider approval of the Merger, Person will not
serve as a director of any other bank, savings institution or credit union doing
business in Orange County, North Carolina, nor act as an organizer or otherwise
participate in the organization of a financial institution that will do business
in Orange County, North Carolina.
Person further acknowledges and agrees that during his or her
service on the Board of Directors of PBI prior to the date hereof, as well as
both prior to and after the Effective Date of the Merger with or for any of the
NCBC Companies, including but not limited to NCBC, and/or PBI, that certain
highly confidential information, including, but not being limited to, customer
lists, individual customer habits, and other confidential customer and corporate
information has been, and will be in the event of continued service, imparted to
him or her. Due to the highly confidential nature of said information, Person
covenants and agrees that he or she will not, during or for a period of two (2)
years after the term of his or her service with or for any of the NCBC
Companies, including but not limited to NCBC and/or PBI, disclose any such
confidential information to any person or entity not employed by NCBC, or any of
the NCBC Companies, and authorized by NCBC to receive such information.
Person acknowledges and agrees that any violation by him or
her of the covenants set forth in this Non-Competition Agreement, whether before
the Effective Date or after the Effective Time, would cause irreparable injury
to PBI, and the other NCBC Companies. Person further acknowledges and agrees
that in the event of a breach of threatened breach of the provisions of this
confidentiality covenant, NCBC shall be entitled to injunctive relief against
him or her by any court of competent jurisdiction having the authority to grant
such relief. Nothing herein, however, shall be construed as prohibiting NCBC
from pursuing any other remedies which may be available to them for such a
breach or threatened breach, including the recovery of damages from Person to
any other person or entity.
2. Successors and Assigns. This Non-Competition Agreement
shall inure to the benefit of NCBC, PBI, and their respective successors and
assigns, including, without limitation, any corporation or agency which may
acquire all or substantially all of NCBC's or PBI's assets and businesses or
with which NCBC or PBI may be consolidated or merged.
3. Entire Agreement. This Non-Competition Agreement contains
the entire under standing of the parties. It may not be changed orally but only
by an agreement in writing signed by the party against whom enforcement of any
waiver, change, notification or discharge is sought.
4. Severability. The invalidity or unenforceability of any
provision hereof in no way affects the validity or enforceability of any other
provision.
5. Waiver of Breach. Failure to insist upon strict compliance
with any terms, covenants, or conditions hereof shall not be deemed a waiver or
relinquishment of such right or power at any other time or times.
6. Contingent on Merger. This Agreement shall be null, void
and of no effect if the Merger Agreement is terminated or the Merger does not
become effective.
7. Applicable Law. This Non-Competition Agreement shall be
governed by the laws of the State of North Carolina.
NATIONAL COMMERCE BANCORPORATION
By: _______________
Xxxxxxx X. Xxxx
Vice Chairman
PIEDMONT BANCORP, INC.
By: ________________
D. Xxxxx Xxxxxxx
President and Chief Executive Officer
PERSON
____________________