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EXHIBIT
10.11
WAIVER AND
RELEASE
This Waiver and Release
Agreement (“Waiver and Release”) is entered into by and
between Center Bank and its subsidiaries, affiliates and
successors-in-interest (collectively, the “Company”);
and James Hong (“Executive”).
RECITALS
A. Executive has served as
Executive Vice President and Chief Operating Officer of Center Bank
until May 22, 2007.
B. In consideration of a lump
sum payment of $41,600.00 which the Company shall pay the Executive
on or promptly after the expiration of the revocation period
provided under this Waiver and Release, if the Executive does not
revoke the Waiver and Release within such period, Executive agrees
to the following terms, conditions, and covenants:
1. Treatment of
Confidential Trade Secrets. Executive acknowledges that
Executive has an ongoing duty to maintain in confidence all
“Confidential Information” as defined below.
Confidential Information includes any and all trade secret
information disclosed to or known by Executive as a consequence of
his employment with the Company which is not generally known
outside the Company about the Company’s business, including,
without limitation, information about its customers (e.g.,
identities, accounts, information, and financial needs), product
information, accounts, pricing data, its marketing and sales
strategies and plans, its finances, operations, employees, and any
and all information entrusted to the Company in confidence by third
parties, and any and all other information defined as “Trade
Secrets” under the Uniform Trade Secrets Act. Executive
further acknowledges that the use of such information for the
benefit of or disclosure of such information to any other person,
firm or corporation would violate the Company’s proprietary
rights to such information and result in a material breach of this
Agreement. In the event of such breach, Executive shall no longer
be entitled to any of the benefits provided by this Agreement and
shall be obligated to reimburse the Company for any benefits which
Executive has received from the Company pursuant to this Agreement
prior to Executive’s breach.
2. No Solicitation of
Customers Based on Trade Secrets. Executive acknowledges that
during Executive’s employment with the Company, Executive has
been provided with trade secret information about the
Company’s customers. Such trade secret information may
include but is not limited to, information about Customer lists,
Customer identities, Customer accounts and Customer financial
needs. Executive further acknowledges that the use of such
information for the benefit of or disclosure of such information to
any other person, firm or corporation would violate the
Company’s proprietary rights to such information and result
in a material breach of this Agreement. In the event of such breach
within three months of the date this Agreement is signed, Executive
shall no longer be entitled to any of the benefits provided by this
Agreement and shall be obligated to reimburse the Company for any
benefits which Executive has received from the Company pursuant to
this Agreement prior to Executive’s breach.
3. No Solicitation of
Employees Based on Trade Secrets. Executive acknowledges that
during Executive’s employment with the Company, Executive has
been provided with trade secret information about the
Company’s employees. Such information includes, but is not
limited to, information as to their qualifications, job duties,
salaries, and performance history. Executive further acknowledges
that the use of such information for the benefit of or disclosure
of such information to any other person, firm or corporation in
order to solicit, entice, encourage, attempt or cause, either
directly or indirectly, any employee to leave the employment of the
Company would violate the Company’s proprietary rights to
such information and result in a material breach of this Agreement.
Executive acknowledges that in the event of such breach within
three months of the date this Agreement is signed, Executive shall
no longer be entitled to any of the benefits provided by this
Agreement and shall be obligated to reimburse the Company for any
benefits Executive has r
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