Exhibit 10.16
FIRST OAK BROOK BANCSHARES, INC.
OAK BROOK BANK
Agreement Regarding
Confidentiality, Non-Solicitation of Customers and Employees
and Prohibited Conduct
This Agreement is
made by and between the undersigned (“Employee”) and
First Oak Brook Bancshares, Inc., Oak Brook Bank and/or a
subsidiary or affiliate of either of them (each such entities,
separately and collectively referred to herein as
“Bank”).
As
a condition to and in consideration of Employee’s employment
and/or continued employment by the Bank, and/or Employee’s
eligibility to receive and/or receipt of awards of bonus or
incentive compensation under the First Oak Brook Bancshares, Inc.
Incentive Compensation Plan and/or a similar or successor plan, or
otherwise (such awards “Incentive Awards”), the parties
agree to the following:
1. CONFIDENTIAL
INFORMATION
1.1 Disclosure or Use. Employee understands and
acknowledges, that by virtue of his or her employment with Bank, he
or she will learn or develop Confidential Information (as that term
is defined herein). Employee further acknowledges that unauthorized
disclosure or use of such Confidential Information, other than in
discharge of his or her duties, will cause the Bank irreparable
harm. Accordingly, during the term of his or her employment and
thereafter, Employee agrees not to use any Confidential Information
except in furtherance of his or her duties for the Bank, nor to
disclose any Confidential Information except to officers or other
Employees of the Bank when it is necessary, in the ordinary course
of business, to do so. Upon termination of employment with the Bank
for any reason, Employee shall not, directly or indirectly,
disclose, publish, communicate or use on his or her behalf or
another’s behalf, any Confidential Information. Employee
acknowledges that the Bank operates and competes in Illinois and
other jurisdictions, and that the Bank will be harmed by
unauthorized disclosure or use of Confidential Information,
regardless of where such disclosure or use occurs, and that
therefore this confidentiality agreement is not limited to any
single state, country or jurisdiction.
1.2 Confidential Information . For purposes of this
Agreement, “Confidential Information” shall mean trade
secrets and other proprietary information concerning the products,
processes or services of the Bank and information regarding
customers and prospective customers of the Bank, which information
(a) has not been made generally available to the public, and
is useful or of value to the Bank’s current or anticipated
business activities or of those of any customer or prospective
customer of the Bank; or (b) is known by Employee to be
confidential, or has been identified to Employee as confidential,
either orally or in writing, or is required by applicable law, rule
or regulation to be maintained as confidential by the Bank
including, but not limited to: computer programs; research and
other statistical data and analyses; marketing, organizational or
other research and development, or business plans; personnel
information, including the identity of other employees of the Bank,
their responsibilities, competence, abilities, and compensation;
financial, accounting and similar records of the Bank and/or any
fund or account managed by the Bank; current and prospective
customer lists and information on clients and their employees;
customer financial statements, investment objectives, the nature of
their investment portfolios and contractual agreements with the
Bank; information concerning planned or pending investment
products, acquisitions or divestitures.
1.3 Exceptions . Confidential Information shall not
include information which: (a) is in or hereafter enters the
public domain through no fault of Employee; (b) is obtained by
Employee from a third party having the legal right to use and
disclose the same; or (c) is in the possession of Employee
prior to receipt from the Bank (as evidenced by Employee’s
written records pre-dating the date of employment).
2. BANK
PROPERTY
All
notes, reports, plans, published memoranda or other documents
created, developed, generated or held by Employee during
employment, concerning or related to the Bank’s business, and
whether containing or relating to Confidential Information or not,
and all tangible personal property of the Bank entrusted to
Employee or in Employee’s direct or indirect possession or
control, are the property of the Bank, and will be promptly
delivered to the Bank and not thereafter used by Employee upon
termination of Employee’s employment for any reason
whatsoever.
3. BANK CUSTOMERS AND
EMPLOYEES; NON-DISPARAGEMENT
Employee
understands that Bank’s name and its relationships with its
customers and employees, including its interest in maintaining a
stable workforce, are extremely valuable and are the result of the
expenditure of substantial time, effort and resources by the Bank.
Therefore, during the period of Employee’s employment and
during the period ending (
1) from the last day of
Employee’s employment with the Bank, Employee agrees that he
or she will not, directly or indirectly, on behalf of himself
or
