EXHIBIT 10.8
CONSULTING AND
NON-COMPETITION AGREEMENT
_____________, 2006
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To:
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Robert Karpinski
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From:
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ChoiceOne Financial Services, Inc.
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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.
At the closing of that transaction, you will receive a
payment equal to Twenty-Five Thousand Dollars ($25,000) in exchange
for the non-competition provisions contained in this Agreement
(less required taxes and withholdings) in addition to any payments
to which you are entitled as provided in Section 6 below.
2.
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 or 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.
3.
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. You agree not to make, keep, or deliver to anyone
else photocopies or other facsimiles of such materials.
4. In consideration of this
Agreement, you agree that, for a two-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
two-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 publicly
traded company), consult for or work in any manner with any
organization engaged in any Prohibited Activity within the
Restricted Area. The "Restricted Area" of this non-competition
provision includes Kent, Newaygo, Muskegon, Mecosta, Ottawa,
Allegan, Barry, Clare, Ionia
