Exhibit 10.13
NON-COMPETITION, CONFIDENTIALITY
AND SEVERANCE AGREEMENT
AGREEMENT
made and entered into as of this 1st day of January, 2005 by
and
between The First National Bank of Ipswich,
a national banking association
having its principal place of business in
Ipswich, Massachusetts ("Bank"), and
Russell G. Cole of Kennebunk, Maine (the
"Employee").
W I T N E S S E
T H THAT:
WHEREAS,
Bank has offered to employ Employee as President of the
Northern
Division; and
WHEREAS,
the Employee desires to be so employed;
NOW,
THEREFORE, in consideration of and as a condition to such
employment,
and in consideration of the mutual promises
and covenants herein contained, and
for other good and valuable consideration,
the receipt and sufficiency of which
are hereby acknowledged, the parties hereto
agree as follows:
1. Term;
Not a Contract of Employment. The term of this Agreement
commences on the date hereof and continues
until termination of Employee's
employment. This is not a contract of
employment, and does not confer upon
employee any right to employment or to
continued employment.
2.
Non-competition. At all times while the Employee is employed by
the
Bank, and for a period of one (1) year
thereafter or the period (if any) during
which the Bank is paying the Employee
pursuant to Section 5 hereof, whichever is
longer, the Employee shall not, directly or
indirectly, as an employee of any
person or entity (whether or not engaged in
business for profit), individual
proprietor, partner, stockholder, director,
officer, joint venture, investor,
lender or in any other capacity whatever
(otherwise than as holder of less than
ten (10) percent of any securities publicly
traded in the market) compete with
Bank or any subsidiary or affiliate of Bank
in any city or town in which the
Bank or any such subsidiary of the Bank
operates a banking office or within any
contiguous city or town.
3. No
Solicitation of Employees. At all times while Employee is
employed
by the Bank, and for a period of one (1)
year thereafter or the period (if any)
during which the Bank is paying the
Employee pursuant to Section 5 hereof,
whichever is longer, the Employee shall
not, directly or indirectly, employ,
attempt to employ, recruit or otherwise
solicit, induce or influence any
employee of the Bank or any subsidiary or
affiliate of Bank to leave his or her
employment.
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4. No
Disclosure of Information. The Employee shall not at any time
divulge, use, furnish, disclose or make
accessible to anyone other than the Bank
any knowledge or information with respect
to confidential or secret data,
procedures or techniques of the Bank, its
subsidiaries or affiliates, provided,
however, that nothing in this Section 4
shall prevent the disclosure by the
Employee of any such information which at
any time comes in to the public domain
other than as a result of the violation of
the terms of this Section 4 by the
Employee or which is otherwise lawfully
acquired by the Employee.
5.
Payments Upon Termination by Bank other than for Cause following
a
Change in Control. If at any time during
the term of this Agreement the
employment of the Employee i
