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EXHIBIT NO.10.(iv)
NON-COMPETITION AGREEMENT
THIS AGREEMENT is executed on the 24th day of November 2003,
("Effective Date"), by and between GREENE
COUNTY BANCSHARES, INC. ("Company")
and R. STAN PUCKETT ("Employee").
INTRODUCTION
Whereas, the Board of Directors of Company (the "Board") has
determined
that it is in the best interests of Company
to retain Employee's services and to
reinforce and encourage the continued
attention and dedication of Employee to
his assigned duties; and
Whereas, the Board has previously entered into an employment
agreement
with Employee dated January 23, 1996
governing Employee's compensation and
salary (the "Employment Agreement");
and
Whereas, Employee is willing to provide Company with a covenant
that he
will not engage in competition with Company
in exchange for Company's willing to
provide him with certain deferred
compensation benefits;
AGREEMENT
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, Company and
Employee hereby agree as follows:
1.
DEFINITIONS: The following definitions shall apply to this
Agreement:
(a)
TERMINATION FOR CAUSE. Termination for Cause shall be defined
to be termination of Employee's employment with Company for
commission of a felony or of a misdemeanor involving moral
turpitude:
(b) CHANGE IN
CONTROL. The term Change in Control shall have the
following meaning:
(i) Any person
or entity or group of affiliated persons
or entities (other than Company) becomes a beneficial owner,
directly or indirectly, of 20% or more of Company's voting
securities or all or substantially all of the assets of
Company;
(ii)
Company enters into a definitive agreement which
contemplates the merger, consolidation or combination of
Company with an unaffiliated entity in which either or both of
the following is to occur: (i) the Board of Directors of
Company, as applicable, immediately prior to such merger,
consolidation or combination will constitute less than a
majority of the board of directors of the surviving, new or
combined entity; or (ii) less than 75% of the outstanding
voting securities of the surviving, new or combined entity
will be beneficially owned by the stock holders of Company
immediately prior to such merger, consolidation or
combination; provided, however, that if any definitive
agreement to merge, consolidate or combine is terminated
without consummation of the transaction, then no Change in
Control shall be deemed to have occurred pursuant to this
paragraph;
(iii)
Company enters into a definitive agreement which
contemplates the transfer of all or substantially all of
Company's assets, other than to a wholly-owned Subsidiary of
Company; provided, however, that if any definitive agreement
to transfer assets is terminated without consummation of the
transfer, then no Change in Control shall be deemed to have
occurred pursuant to this paragraph; or
(iv)
A majority of the members of the Board of Directors
of Company shall
be persons who: (i) were not members of such
Board on the date this plan is approved by the stock holders
of Company ("current members"); and (ii) were not nominated by
a vote of such Board which included the affirmative vote of a
majority of the current members on such Board at the time of
their nomination ("future designees") and (iii) were not
nominated by a vote of such Board which included the
affirmative vote of a majority of the current members and
future designees, taken as a group, on such Board at the time
of their nomination.
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EXHIBIT NO.10.(iv)
2.
NON-COMPETITION: For and in consideration of the deferred
compensation
benefits granted by Company to Employee
under the terms of this Agreement,
Employee agrees that he will not, during
the term of Employee's employment with
Company and, if Employee's employment with
Company terminates for any reason,
during the period from the termination of
Employee's employment until his
sixtieth birthday, directly or indirectly
engage in the business of banking, or
any other business in which Company
directly or indirectly engages during the
term of Employee's employment with Company,
in any county of any state in which
Company has an office or branch at the time
of termination. For purposes of this
section, Employee shall be deemed to engage
in a business if he directly or
indirectly, engages or invests in, owns,
manages, operates, controls or
participates in the ownership, management,
operation or control of, is employed
by, associated or in any manner connect
with, or renders services or advice to,
any business engaged in banking or
financial services; provided, however, that
Employee may invest in the securities of
any enterprise (but without otherwise
participating in the activities of such
enterprise) if two conditions are met:
(A) such securities are listed on any
national or regional securities exchange
or have been registered under Section 12(g)
of the Securities Exchange Act of
1934; and (B) Employee does not
beneficially own as defined in Rule 1 3d-3
promulgated under the Securities Exchange
Act of 1934 in excess of 1% of the
outstanding capital stock of such
enterprise. The provisions of this section
shall remain binding after termination of
Employee's employment regardless of
the reason for Employee's termination;
3.
CONFIDENTIAL INFORMATION. Employee recognizes and acknowledges that
he
will have access to certain information of
Company and that such information is
confidential and constitutes valuable,
special and unique property of Company.
Employee shall not at any time, either
during or subsequent to the term of this
Agreement, disclose to others, use, copy or
permit to be copied, except as
directed by law or in pursuance of
Employee's duties for or on behalf of
Company, its successors, assigns or
nominees, any Confidential Information of
Company (regardless of whether developed by
Employee), without the prior written
consent of Company.
The term "Confidential Information" means any Company secret or
confidential information or know-how and
shall include, but shall not be limited
to, the plans; customers; customer specific
information; customer specific loan
pricing, loan needs, and maturity dates;
costs, prices, rates, uses, and
applications of products and services;
customer specific deposit information;
results of investigations; studies owned or
used by such person; and all
products, processes, compositions, computer
programs, and servicing, marketing
or operational methods and techniques at
any time used, developed, investigated,
made or sold by such person, before or
during the term of this Agreement, that
are not readily available in the banking
industry.
Employee shall also maintain in confidence any confidential
information
of third parties received as a result of
Employee's employment with Company in
accordance with Company's obligations to
such third parties and the and the
policies established by Company.
4.
DELIVERY OF DOCUMENTS UPON TERMINATION. Employee shall deliver
to
Company or its designee at the termination
of Employee's employment all
correspondence, memoranda, notes, records,
drawings, sketches, plans, customer
lists, product compositions, and other
documents and all copies thereof, made,
composed or received by Employee, solely or
jointly with others, that are in
Employee's possession, custody, or control
at termination and that are related
in any manner to the past, present, or
anticipated business of Company. The
foregoing notwithstanding, Employee may
retain the original of any document,
which is primarily of a personal nature or
relates to his personal business or
employment; provided that a copy of the
same is given to Company and Company is
advised that Employee is retaining the
original. Further, Employee may retain a
copy of any document that a similarly
situated prudent person would keep, but
shall advise Company of each such copy so
retained. In keeping with the
provisions of Section 3, Employee shall
keep confidential any Confidential
Information contain in the retained
documents except to the extent disclosure of
the same is necessary to defend Employee
against a claim made by Company or
others.
5. NO
SOLICITATION. For and in consideration of the deferred
compensation
benefits granted by Company to Employee
under the terms of this Agreement,
Employee agrees that he will not, during
the term of Employee's employment with
Company and, if Employee's employment with
Company terminates for any reason,
during the period from the termination of
Employee's employment until his
sixtieth birt
