Exhibit 10.7
CONFIDENTIALITY/NON-DISCLOSURE AND
NON-SOLICITATION AGREEMENT
(Robert P. Hucks)
This Agreement
is entered
into as of this 21st
day of December
(the
"Effective Date") between CNB Corporation and Conway National Bank
(collectively
the "Bank") and Robert P. Hucks ("Hucks").
1. In consideration
of the following the promises and agreements
described in the following subparagraphs, the receipt and sufficiency of
which
Hucks acknowledges,
the parties agree to the terms set forth in this
Confidentiality/Non-Disclosure and Non-Solicitation Agreement
("Confidentiality
Agreement" or the "Agreement").
a. The consideration for this Confidentiality Agreement
includes the promises,
covenants and cash payments by the Bank to Hucks,
as
described in detail in the Settlement Agreement entered by and between
the Bank
and Hucks,
among others, of even date, the terms of which are hereby
incorporated by reference (the "Settlement Agreement");
b. Each party waives any and all rights to enforce any
non-solicitation, non-disclosure, or confidentiality covenants previously
executed by the parties including but not limited to (i)
Paragraph 9.2 of
the
Dusenbury and Hucks
Employment
Agreements;
(ii) any Executive Supplemental
Income Agreement executed by CNB and/or the Bank with Hucks,
Dusenbury or Smith
(collectively, the
"ESI Agreements");
and (iii) Paragraph 7.2 of the Phantom
Stock Agreement
entered into between
Dusenbury and the Bank
dated December 1,
1999, (the "Dusenbury Phantom Stock Agreement"), and the Phantom
Stock Agreement
entered into
between Hucks and the Bank dated
December 1,
1999,(the "Hucks
Phantom Stock Agreement").
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2. Non-disclosure of Information.
a. The success of CNB
Corporation and Conway National Bank in
the banking industry depends upon the relationship which each has
developed with
its customers, sources of referral and business connections. The
Bank is able to
compete effectively
in the banking industry because it has developed and
maintains a body of confidential and proprietary information. Hucks
acknowledges
that in and as a result of his employment by the Bank, he obtained
access to and
used confidential information of a special and unique nature and
value.
b. CNB Corporation and the Bank acknowledge that Hucks
possesses experience
and knowledge
which he has developed
as a result of many
years working in the banking industry, and that Hucks is entitled
to utilize his
experience and
knowledge in earning a living in the banking profession,
including working for a bank that competes with Conway National
Bank.
c. Hucks further acknowledges that in the course of his
employment, he has
become privy to
certain "trade
secrets" as defined by
the
South Carolina Trade Secrets Act, S.C. Code Ann. ss. 39-8-10,
et seq., that are
treated as confidential by CNB and the Conway National Bank (a
"Trade Secret").
d. Hucks further acknowledges that in the course of his
employment, he
has become privy to certain "confidential information,"
"proprietary
information" and
"private information" that would qualify for
protection under
federal or state law and that are treated as confidential by
CNB and the Conway
National Bank (together with Trade Secrets being referred to
as "Confidential Information").
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e. As a material inducement to the Bank to provide
consideration
described above,
Hucks covenants and agrees that, for a
period
ending December 31,
2008, he shall
maintain and not disclose all Confidential
Information and Trade
Secrets which was maintained and treated as confidential
by the Bank. In the discharge of this obligation for the aforesaid
term, Hucks
shall not disclose any such Confidential Information or Trade Secret
described
above to anyone not employed by the Bank.
f. In addition,
and without limitation, upon any remedy
provided herein, Hucks
agrees that the
Confidential
Information is considered
"trade secrets" under the South Carolina Trade Secrets Act, and
that the Company
is entitled to avail itself of any and all remedies provided for by
that Act for
any misappropriation, or any threatened misappropriation, of such
information.
g. Hucks
acknowledges
that
he is subject to the
confidentiality
requirements regarding
non-public
customer data wh