Exhibit 10.8
NON-COMPETE COVENANT
This Non-Compete Covenant
(“ Covenant ”) is being entered into
_______________ by and between the undersigned senior executive or
director of Western Alliance Bancorporation, a Nevada corporation
(the “Company”) and the Company, and is made with
reference to the following facts:
RECITALS
A. Pursuant
to a Common Stock and Warrant Purchase Agreement (the “
Purchase Agreement ”) entered into on
July 31,2002, certain Investors, as defined therein, have
agreed to purchase Common Stock and warrants of the Company, and
the Company has agreed to sell such Common Stock and warrants to
the Investors, on the terms and conditions set forth therein.
Capitalized terms not otherwise defined shall have the meaning
assigned to them in the Purchase Agreement.
B. The
undersigned either (i) serves as a senior executive and/or
director of the Company or (ii) is contemplated to become a
senior executive and/or director pursuant to the Purchase Agreement
and the transactions contemplated thereby as of the
Closing.
C. The
undersigned has and/or after the Closing will have access to
business secrets and confidential information of the Company, which
are proprietary to the Company. The use of such business secrets
and confidential information of the Company by any of the
Company’s competitors could materially and adversely impact
the Company.
D. As an
inducement to the Company and the Investors to enter into the
Purchase Agreement, the Investors who are contemplated to become
senior executives and/or directors of the Company at the Closing
have agreed to enter into this Covenant to be effective as of the
Closing, and certain current senior executives and directors of the
Company and a person who it is anticipated will be elected as a
future director have entered into this Covenant.
E. In
consideration of the undersigned’s continued and/or future
employment by the Company as a senior executive, or continued
and/or future service as a director, and to facilitate the
consummation of the transactions contemplated by the Purchase
Agreement, the undersigned has agreed to enter into this
Covenant.
In
view of the foregoing and for good and valuable consideration,
receipt of which is hereby acknowledged, the undersigned covenants
and agrees with the Company as follows:
1.
Activities Subject to Covenant . Effective as of the Closing
and only if the Closing o
