Confidential Matters.
(a) The Executive is aware and acknowledges that the Executive shall have access to confidential information by virtue of his
or her employment. The Executive agrees that, during the period of time the Executive is retained to provide services to the
Bank, Bank Group, and thereafter subsequent to the termination of Executive's services to the Bank for any reason whatsoever, the Executive will not release or divulge any confidential information whatsoever relating to
any of the Bank
Group or its
...business, to any other person or entity without the prior written consent of the Bank. Bank, including, without limitation, during any "quiet period" or related to an offering of securities by the Bank Group. Confidential information does not include information that is available to the public or which becomes available to the public other than through a breach of this Agreement on the part of the Executive. Also, the Executive shall not be precluded from disclosing confidential information in furtherance of the performance of his or her services to the Bank Group or to the extent required by any legal proceeding. The Executive also agrees that all files, records, documents, equipment and similar items and technological information whether maintained in hard copy or by electronic means relating to the Bank's Bank Group's business, whether prepared by the Executive or others, shall remain the exclusive property of the Bank. Bank Group. Upon termination or expiration of employment, or at any earlier time requested by the Bank, the Executive will promptly return to the Bank all confidential information as well as any other property of the Bank, which is in the Executive's possession or under the Executive' s Executive's control. The Executive agrees not to delete, modify, or copy any work file or confidential information prior to or subsequent to termination or expiration of employment. For the avoidance of doubt, the parties agree that each of the terms of this Agreement shall be considered "confidential information" within the meaning of this Section 10, 11, and may be disclosed by the Executive only to the limited extent permitted by the terms of this Section 10, 11, to his or her spouse, and to his or her advisors solely to the extent necessary; without limiting the generality of the foregoing, they may not be disclosed by the Executive to any other employees of the Bank other than its Chairman or to anyone else designated in writing by the Chairman. (b) Notwithstanding anything to the contrary in this Agreement, in the event the Executive is requested pursuant to, or required by, applicable law or regulation or by legal process to disclose any confidential information of the Bank Group, the Executive agrees, if permitted by applicable laws or regulations, to provide the Bank Group with prompt notice of such request or requirement to enable the Bank Group to seek an appropriate protective order, waive compliance with the provisions of this Agreement or take other appropriate action. The Executive agrees to use the Executive's best efforts in such event to assist the Bank Group in obtaining a protective order, and the Bank shall be responsible for any reasonable third-party costs incurred by the Executive in providing that assistance. If, in the absence of a protective order or the receipt of a waiver under this Agreement, the Executive is nonetheless, in the written opinion of the Executive's counsel, compelled to disclose such confidential information to any tribunal or else stand liable for contempt or suffer other censure or significant penalty, the Executive, after notice to the Bank Group, may disclose to such tribunal only such confidential information that the Executive is compelled to disclose. (c) The Executive acknowledges that Parent is a public reporting company pursuant to Section 13 or 15(d) of the 1934 Act and the Executive will comply with all laws, rules and regulations applicable to the Executive by reason of the Bank or its holding company becoming a public reporting company. Without limiting the generality of the foregoing, the Executive acknowledges that in the course of Executive's employment, with the Bank the Executive may become aware of material nonpublic information relating to the Bank Group or third parties with whom the Bank Group does business and under federal and state securities laws, it may be illegal for the Executive to buy or sell securities at a time when the Executive possesses such material nonpublic information. Therefore, the Executive agrees to comply with all laws related to trading in securities on the basis of material nonpublic information and the requirements of any insider trading policy that may be adopted from time to time by the Bank Group.
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