Attachment to Marc J. Bogan Employment Agreement
Form of Non-Disclosure, Non-Solicitation and Non-Competition Agreement
[Virginia National Bankshares Corporation Letterhead]
Non-Disclosure, Non-Solicitation and Non-Competition Agreement
Marc J. Bogan:
Virginia National Bankshares Corporation has provided you with the opportunity to be a key member of its executive management team. In light of the key executive position you have held with The Fauquier Bank and Fauquier Bankshares, Inc. (collectively, FBSS) and will continue to hold with Virginia National Bank, and the access you have had to FBSSs most highly confidential information and trade secrets, which will now become confidential information of VNB (as defined below), and the separation benefits available to you under your employment agreement with VNB (Employment Agreement), and as a condition of your continued employment opportunity, you must sign and return this Non-Disclosure, Non-Solicitation and Non-Competition Agreement (this Agreement). As used in this Agreement, the term VNB shall refer to Virginia National Bankshares Corporation and any of its affiliates for which you provide services.
In consideration of your continued employment, your compensation, including your base salary, any potential incentive compensation, separation benefits, and any management continuity agreement you may have with VNB, benefits, training, personal and professional growth potential, the opportunity to play an integral role in the continued growth and development of a community-based financial services organization, and other good and valuable consideration, the adequacy and receipt of which are hereby acknowledged, with your signature you acknowledge and agree to the following:
1. Acknowledgement of VNBs Interest; VNBs Business.
You acknowledge that VNB has invested substantial time, money and resources in the development and retention of its customers, accounts, business and employees. You acknowledge and agree that any and all goodwill associated with any customer, account, business or employee of VNB belongs exclusively to VNB. You further acknowledge and agree that during the course of your performing services for VNB, VNB employees and/or customers may furnish, disclose or otherwise make available to you confidential and proprietary information and that VNB may provide you with unique and specialized training. You also acknowledge that (a) such relationships, information and training have been, and will continue to be, developed by VNB through the expenditure by VNB of substantial time, effort and money, (b) all such relationships, information and training are valuable to VNB and (c) use of such relationships, information and training by you other than for VNBs benefit will cause substantial harm to VNB.
For purposes of this Agreement, you acknowledge and agree that VNB and its affiliates are engaged in the financial services business which includes, without limitation, commercial and retail banking and lending, treasury management, private banking, trust services, investment/brokerage services, wealth management and funds management (VNBs Business).
2. Non-Disclosure of Confidential and Proprietary Information.
VNB has developed and continues to develop, use and maintain confidential and proprietary information, which may include competitive information and trade secrets, concerning VNBs business, customers and employees, including, without limitation, the following: business organization and structure; business and marketing plans and strategies; training programs and materials; product information; personnel information including employees capabilities, salaries, benefits, and any other terms of employment; policies, standards and procedures; current and prospective vendors and contracts; and profit, loss and other financial information (collectively, the Confidential