EXHIBIT 10.5
CONSULTING AND
NON-COMPETITION AGREEMENT
_____________, 2006
|
To:
|
Richard L. Edgar
|
|
|
|
|
|
|
|
From:
|
ChoiceOne Financial Services, Inc.
|
This confirms our agreement
regarding your Consulting and Non-Competition Agreement. This
Agreement is offered by ChoiceOne Financial Services, Inc.
("ChoiceOne") following the merger of Valley Ridge Financial Corp.
("Valley Ridge") with ChoiceOne.
1.
You acknowledge and agree that you have occupied a position
of trust with Valley Ridge, its affiliated bank and other direct
and indirect affiliates and have had access to the confidential
information of these entities, including but not limited to
marketing and sales plans, financial information, and customer
information including contact names and needs (the "Valley Ridge
Confidential Information"). You acknowledge and agree that
ChoiceOne has acquired the Valley Ridge Confidential Information
and that it is valuable to ChoiceOne. You further agree that, in
your employment with ChoiceOne, ChoiceOne Bank and/or any of their
affiliates, you will have access to the confidential information of
ChoiceOne, ChoiceOne Bank, and their affiliates including but not
limited to marketing and sales plans, financial information, and
customer information including contact names and needs. The
collective confidential information of Valley Ridge, ChoiceOne,
ChoiceOne Bank and their affiliates is referred to as the
"Confidential Information." You agree not to use or disclose the
Confidential Information except in the proper course of your
employment with, service as a director of, or service as a
consultant to ChoiceOne, ChoiceOne Bank or their affiliates or as
required by law. Confidential Information shall not include
information in the public domain or information acquired by you
from a third party having no obligation of confidentiality to
Valley Ridge, ChoiceOne, ChoiceOne Bank or their affiliates and who
did not obtain the information as a result of a breach of such a
confidentiality agreement.
2.
Upon your termination of employment or the termination of
your services as a consultant, you agree to immediately return all
property of Valley Ridge, ChoiceOne, ChoiceOne Bank and/or their
affiliates in your possession, including, but not limited to, the
Confidential Information, keys, files, correspondence, business
notes, memoranda, documents, and all other materials relating to
the business, except as necessary to carry out your duties as a
director for as long as you continue to serve as a director. You
agree not to make, keep, or deliver to anyone else photocopies or
other facsimiles of such materials.
3. In consideration of this
Agreement, you agree that, for a three-year period beginning with
the date of closing of the transaction, you will not engage in any
Prohibited Activity within the Restricted Area, whether as an
employee, agent, consultant, representative, joint-venturer, owner
or otherwise. "Prohibited Activity" means any financial activity
conducted by a bank or other financial institution that offers
services or products offered by or through
ChoiceOne or any of its
affiliates. In addition, during the three-year period, you agree to
not be employed by, invest in (except that you may passively hold
less than 5% of the stock of a company), consult for or work in any
manner with any organization engaged in any Prohibited Activity
within the Restricted Area. The "Restricte
