Exhibit 10.1
NON-SOLICITATION/NON-ACCEPT
AND
CONFIDENTIALITY AGREEMENT AND
RELEASE
In consideration of the Special
Stock Award granted to me by Boston Private Financial Holdings,
(the “Company” which for purposes of this Agreement
shall include any and all of Boston Private Financial
Holdings’ wholly or partially owned subsidiaries) pursuant to
the Boston Private Financial Holdings, Inc. 2004 Stock Option and
Incentive Plan, (the “Plan”), which is attached hereto,
I hereby agree as follows:
1. During the term of my employment
and thereafter, I agree to keep secret and retain in strictest
confidence, and will not disclose, without the prior written
consent of the Company, any Confidential Information. I understand
that the term “Confidential Information” includes, but
is not limited to, any information relating to the business or
affairs of the Company including but not limited to financial
statements, business plans, personnel, operations, technology,
customer lists and identities, potential customers, employees,
servicing methods, strategies, analyses, profit margins or other
proprietary information in connection with the Company; provided,
however, that Confidential Information shall not include any
information which is in the public domain or becomes known in the
industry through no wrongful act on my part. I further agree and
acknowledge that the Confidential Information is vital, sensitive,
confidential and proprietary to the Company.
2. During the term of my employment
with the Company, and for a period ending on the second anniversary
of the effective date of my termination of employment with the
Company, I will not directly or indirectly:
(a) solicit or accept for employment
or employ any person then, or within the prior six (6) months,
employed by the Company, or request, influence or advise any person
who is employed by or is in the service of the Company to leave
such employment or service of the Company; or
(b) influence or advise any business
that is or may be competitive with the business of the Company to
employ or otherwise engage the services of any person who is
employed by or is in the service of the Company; or
(c) solicit or accept any customer
of the Company or request, induce or advise any customer of the
Company to withdraw, curtail, diminish, terminate or cancel their
busines
