THIS
CONSULTING AGREEMENT is made and entered into on this 29th day of
May, 2009, to be effective as of the 1st day of June, 2009 (the
“Effective Date”), by and between FREDERICK L. GREEN,
III, an individual resident of the State of Georgia
(“Green”), and SYNOVUS FINANCIAL CORP., a business
corporation organized and existing under the laws of the State of
Georgia (“Synovus”).
WHEREAS,
Green formerly served as President and Chief Operating Officer and
as a member of the Board of Directors of Synovus, having tendered
his resignation from such positions on or about the date
hereof;
WHEREAS,
Synovus desires to avail itself of Green’s knowledge and
experience in selected areas in which his continuing advice,
counsel and efforts can be the most meaningful for a period of
eighteen months.
NOW
THEREFORE, for and in consideration of the mutual covenants and
agreements set forth herein, Green and Synovus, intending to be
legally bound, do hereby agree as follows:
ENGAGEMENT
AS AN INDEPENDENT CONTRACTOR
Synovus
hereby engages Green as an independent contractor, and Green hereby
accepts such engagement as an independent contractor, upon the
terms and conditions set forth in this Consulting Agreement.
Green’s engagement under this Consulting Agreement shall
commence as of the Effective Date and end on November 30,
2010; provided, however, that this Consulting Agreement may be
terminated earlier pursuant to the provisions of Section V
hereunder. The parties acknowledge that at the Effective Date,
Synovus is a participant in the Capital Purchase Program under the
Emergency Economic Stabilization Act of 2008 (“EESA”),
which imposes certain restrictions on the compensation of current
and former executive officers. As of the date hereof, the parties
in good faith believe that the amounts payable under this
Consulting Agreement represent payments for bona fide services to
be performed and, as such, are not prohibited “golden
parachute payments.” Notwithstanding anything to the contrary
herein, Synovus may terminate this Consulting Agreement, and cease
future payments and/or recover from Green any amounts previously
paid hereunder, if and to the extent required by EESA, as amended
by the American
Recovery
and Reinvestment Act of 2009, and applicable regulations or
standards issued by the Secretary of the Treasury under such Acts.
If Synovus does so terminate this Agreement, it shall be terminated
completely, so that neither party shall have any right or
obligation hereunder.
Based
upon his background and knowledge of matters in which he was
involved as President and Chief Operating Officer of Synovus, and
his particular expertise in connection with the financial services
businesses in which Synovus and its affiliates are engaged, Green
shall provide such professional consulting and advisory services
(the “Consulting Services”) as may be requested from
time to time by the Chief Executive Officer of Synovus or the Board
of Directors of Synovus. Specifically, and without limitation,
Green will: (1) provide advice and counsel on the financial
services industry; (2) provide advice and counsel with respect
to Synovus’ civic and community relations activities; and
(3) develop prospective customers and existing customer
relationships.
In
providing such services, the Chief Executive Officer and Green will
agree on the appropriate work schedule necessary to accomplish the
requested services and desired results. Green will control the
means, methods, time, resources, and manner required to perform the
consulting and advisory services requested from him. Green shall
devote such time to the performance of Consulting Services
hereunder as is reasonably necessary to perform them in a
satisfactory manner, but not in excess of 20 hours per month
without the written mutual agreement of the parties. Under no
circumstance shall total hours worked rise above a level equal to
more than 20% of the average level of services performed by Green
as an employee of Synovus during 2006, 2007 and 2008, in accordance
with Treas. Reg. §1.409A-l(h)(1)(ii).
NONDISCLOSURE,
NONCOMPETE, NONSOLICITATION,
NONINDUCEMENT AND NONDISPARAGEMENT COVENANTS
3.1
Green shall hold in confidence at all times after the date hereof
all Trade Secrets, and shall not disclose, publish or make use at
any time after the date hereof the Trade Secrets without the prior
written consent of Synovus. Green also agrees that during the term
of his engagement under this Consulting Agreement and for a period
of two (2) years following the termination thereof, Green will
hold in confidence all Confidential Information and will not
disclose, publish or make use of Confidential Information without
the prior written consent of Synovus.
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3.2
For the purposes of this Consulting Agreement, “Confidential
Information” shall mean any data or information, other than
Trade Secrets, that is valuable to Synovus or any of its
subsidiaries or affiliates (hereinafter the “Synovus
Companies”) and not generally known to competitors of the
Synovus Companies. “Trade Secrets” shall mean
information belonging to by any of the Synovus Companies,
including, but not limited to, technical or nontechnical data, a
formula, pattern, compilation, program, device, method, technique,
drawing, process, financial data, financial plan, product plan,
list of actual or potential customers or suppliers, or other
information similar to any of the foregoing, that derives economic
value, actual or potential, from not being generally known to, and
not being readily ascertainable by proper means by, other persons
who can derive economic value from its disclosure or
use.
3.3
During the term of this Consulting Agreement, Green will not
directly or indirectly provide any material services to any person
or entity in the financial services business (including, without
limitation, the banking, brokerage or trust business) within the
States of Georgia, Florida, Alabama, South Carolina or Tennessee
(hereinafter the “Area”). In addition, Green will not
will not form, organize or acquire more than 5% of the capital
stock of, or cause his affiliates or other persons or
entitie
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