Exhibit 2.2
(E)(3)
NONSOLICITATION
AGREEMENT
THIS NONSOLICITATION
AGREEMENT (
“Agreement” ), dated as of May 28, 2008 is
entered into by and between Central Valley Community Bancorp, a
California corporation and registered bank holding company under
the Federal Bank Holding Company Act ( “CVCB” ),
Service 1 st Bancorp, a California corporation and
registered bank holding company under the Federal Bank Holding
Company Act ( “Bancorp” ), and the
undersigned officer of Service 1st Bancorp and/or Service 1
st Bank ( “Officer” ).
RECITALS
A.
CVCB, Central Valley Community Bank, a California banking
corporation ( “CVC Bank” ), Bancorp, and Service
1 st Bank, a California banking corporation (
“Bank” ), entered into that certain
Reorganization Agreement and Plan of Merger dated as of
May 28, 2008 (the “Reorganization
Agreement” ). Pursuant to the Reorganization Agreement,
Bancorp shall be merged with CVCB and Bank will be merged into CVC
Bank ( “Merger” ).
B.
Officer is an officer of Bancorp or Bank.
C.
Officer is willing to agree to not use trade secrets or solicit
customers or employees of CVCB, CVC Bank, Bancorp or Bank as set
forth in this Agreement.
D.
Unless otherwise provided in this Agreement, capitalized terms
shall have the meanings given to them in the Reorganization
Agreement.
NOW THEREFORE, in
consideration of the premises and of the respective
representations, warranties and covenants, agreements and
conditions contained herein and in the Reorganization Agreement,
and intending to be legally bound hereby, CVCB and Officer agree as
follows:
ARTICLE I
CONFIDENTIAL INFORMATION AND
NONSOLICITATION
1.1
Confidentiality.
Except as provided in Section 1.2 of this Agreement, Officer
agrees that during and after termination of his or
her employment with Bancorp, Bank, CVCB or CVC Bank, as the case
may be, he or she shall keep Confidential Information (as defined
below) confidential and shall not directly or indirectly, use,
divulge, publish or otherwise disclose or allow to be disclosed any
aspect of Confidential Information without CVCB’s prior
written consent; “Confidential Information”
includes but is not limited to trade secrets, confidential
information, knowledge or data of Bancorp, Bank, CVCB or CVC Bank,
or any of their clients, customers, consultants, Officers,
licensees, licensors, vendors or affiliates, that Officer may
produce, obtain or otherwise acquire or have access to during the
course of his or her employment by Bancorp, Bank, CVCB or CVC Bank
(whether before or after the date of this Agreement), including but
not limited to: business plans, records, and affairs; customer
files and lists; sales practices; methods and techniques; sources
of supply and vendors; special business relationships with vendors
and agents; financial matters; mergers; acquisitions; personnel
matters
including compensation
packages; product specifications; pricing information; technical
data; operations and production costs; and other similar matters
which are confidential. All Confidential Information and all
tangible materials containing Confidential Information are and
shall remain the sole property of Bancorp, Bank, CVCB or CVC Bank,
as the case may be.
1.2
Limitation. Officer
shall have no obligation under this Agreement to maintain in
confidence any information that (i) is in the public domain at
the time of disclosure, (ii) though originally Confidential
Information, subsequently enters the public domain other than by
breach of Officer’s obligations hereunder, or (iii) is
shown to have been known by Officer prior to disclosure to Officer
by Bancorp, Bank, CVCB or CVC Bank. Without limiting the
generality of the foregoing, the parties agree that the identity of
vendors and supply sources commonly used in the banking industry,
and materials or computer programs of general application and not
containing any Bank customer data that were created and used by
Officer, are not Confidential Information.
1.3
Conflicting Activities. While serving as an officer
of Bancorp, Bank, CVCB or CVC Bank, Officer will not work as an
employee, director or consultant of any other organization or
engage in any other activities that conflict with Officer’s
obligations to Bancorp, Bank, CVCB or CVC Bank, without the express
prior written approval of CVC Bank.
1.4
Trade Names and Styles.
The undersigned acknowledges and agrees that any and all
trade names and styles used by Bancorp or Bank, including, but not
limited to, the terms “Service 1 st Bank”
and all trademarks, visual designs and logos under which Bancorp or
Bank do business (collectively, the “Marks” ),
are valuable trade names and service marks, the ownership of which
will pass, for valuable consideration, to CVC Bank upon the Merger.
The undersigned agrees that use by any entity, other than the Bank
or CVC Bank, of the Marks in San Joaquin County or in California
generally would both cause public and customer confusion, and
dilute the value of CVC Bank’s investment in the Merger.
Therefore, the undersigned unconditionally agrees that he or she
will not enter into any business arrangement or agreement, whether
formal or informal, directly or indirectly, where the term
“Service 1 st Bank,” or any other Mark, is
used for the purpose of doing business as a financial services
provider, or in connection with the sale, promotion or marketing of
financial services to the public in San Joaquin County or in
California generally following the merger.
1.5
Return of Confidential Material and Certification of
Compliance. In the event of Officer’s
termination of employment with Bancorp, Bank, CVCB or CVC Bank for
any reason whatsoever, Officer agrees promptly to surrender and
deliver to Bancorp, Bank, CVCB or CVC Bank, as the case may be, all
records, materials, equipment, drawings, documents and data of any
nature pertaining to any Confidential Information or to his or her
employment, and Officer will not retain or take with him any
tangible materials or electronically stored data, containing or
pertaining to any Confidential Information that Officer may
produce, acquire or obtain access to during the course of his or
her employment.
1.6
Nonsolicitation. Officer agrees that during the
period of his or her employment with Bancorp, Bank, CVCB or CVC
Bank and until the later to occur of (i) the expiration of
twelve (12) months immediately following the effective date of the
Merger or (ii) the expiration of six (6) months
immediately following the termination of his or her employment with
Bancorp, Bank, CVCB or CVC Bank, he or she will not:
1
(1)
induce, solicit, recruit or encourage any employee of Bancorp,
Bank, CVCB or CVC Bank to leave the employ of Bancorp, Bank, CVCB
or CVC Bank, which means that he or she will not:
(a)
disclose to any third party the names, backgrounds or
qualifications of any employees or otherwise identify them as
potential candidates for employment with a competitor; or
(b)
personally or through any other person approach, recruit, contact
or otherwise solicit employees to work for any other
competitor.
OR:
(2)
solicit, either on behalf of Officer or any third party, the
business of any client or customer of Bancorp, Bank, CVCB or CVC
Bank:
(a)
whose account Officer has been assigned to, serviced by or made
aware of during the twenty-four (24) month period
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