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Exhibit
10.1
NON-SOLICITATION/NON-ACCEPT AND
CONFIDENTIALITY
AGREEMENT AND RELEASE
In consideration of the
Special Stock Award granted to me by Boston Private Financial
Holdings, (the “Company” which for purposes of this
Agreement shall include any and all of Boston Private Financial
Holdings’ wholly or partially owned subsidiaries) pursuant to
the Boston Private Financial Holdings, Inc. 2004 Stock Option and
Incentive Plan, (the “Plan”), which is attached hereto,
I hereby agree as follows:
1. During the term of my
employment and thereafter, I agree to keep secret and retain in
strictest confidence, and will not disclose, without the prior
written consent of the Company, any Confidential Information. I
understand that the term “Confidential Information”
includes, but is not limited to, any information relating to the
business or affairs of the Company including but not limited to
financial statements, business plans, personnel, operations,
technology, customer lists and identities, potential customers,
employees, servicing methods, strategies, analyses, profit margins
or other proprietary information in connection with the Company;
provided, however, that Confidential Information shall not include
any information which is in the public domain or becomes known in
the industry through no wrongful act on my part. I further agree
and acknowledge that the Confidential Information is vital,
sensitive, confidential and proprietary to the Company.
2. During the term of my
employment with the Company, and for a period ending on the second
anniversary of the effective date of my termination of employment
with the Company, I will not directly or indirectly:
(a) solicit or accept for
employment or employ any person then, or within the prior six (6)
months, employed by the Company, or request, influence or advise
any person who is employed by or is in the service of the Company
to leave such employment or service of the Company; or
(b) influence or advise any
business that is or may be competitive with the business of the
Company to employ or otherwise engage the services of any person
who is employed by or is in the service of the Company;
or
(c) solicit or accept any
customer of the Company or request, induce or advise any customer
of the Company to withdraw, curtail, diminish, terminate or cancel
their business with the Company.
For purposes of this
Agreement, I unde
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