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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 c
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