THIS NON-COMPETITION AGREEMENT dated as of November 23, 2018 (the Agreement) is made and entered into by and between National Commerce Corporation (NCOM), National Bank of Commerce (NBC) and CenterState Bank Corporation (CenterState) and CenterState Bank, N.A. (CenterState Bank) and John H. Holcomb, III (Executive). For purposes of this Agreement, references to NCOM, NBC, CenterState and CenterState Bank collectively shall be the Banking Entities or individually, a Banking Entity.
WHEREAS, as of the date of this Agreement, Executive is the Vice Chairman of NCOM and Vice Chairman of the Board of NBC; and
WHEREAS, on November 23, 2018, CenterState and NCOM entered into an Agreement and Plan of Merger (the Merger Agreement), pursuant to which, among other things, NCOM will be merged with and into CenterState, with CenterState continuing as the surviving company; and
WHEREAS, as part of the transactions contemplated by the Merger Agreement, Executive has agreed to enter into this Agreement.
NOW, THEREFORE, in consideration of the premises and mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows:
1. Covenants of Executive.
(a) Non-competition. During the Restricted Period (as defined below), Executive shall not, without the prior written consent of CenterState, either directly or indirectly in any capacity, including but not limited to, as an owner, employee, employer, operator, investor, independent contractor, agent, stockholder, partner (general or limited), joint venturer, member, manager, officer, director, consultant, organizer, franchisee, franchiser, adviser, or coworker, whether or not for compensation, enter into, conduct, participate or engage in a Competing Business (as defined below) within the state of Alabama, or the metropolitan statistical areas of Jacksonville, Orlando or Tampa, Florida or the metropolitan statistical area of Atlanta, Georgia. For purposes of this Agreement, Competing Business shall mean any person, firm, corporation or other entity, in whatever form, that engaged or engages in the businesses in which the Banking Entities and their respective affiliates engage, including, but not limited to, the sale or servicing of banking and financial products and services, including business and consumer lending, asset-based financing, residential mortgage warehouse funding, factoring/accounts receivable management services, equipment financing, commercial and residential mortgage lending and brokerage, deposit services (including municipal deposit services) and trade financing, sale of annuities, life and health insurance products, title insurance services, real estate investment trusts, investment advisory services and correspondent banking services; provided that it shall not be a violation of this provision for Executive to have a less than 5.0% ownership interest in any such institution or holding company as a passive investor.
(b) Non-solicitation of Employees. During the Restricted Period, Executive shall not, without the written consent of CenterState and CenterState Bank, either directly or indirectly, induce any employee of any of the Banking Entities or their affiliates to terminate his or her employment or engagement with any Banking Entity or their affiliates.