BB&T 2015 Annual Report Download - page 357

termination of the SERP. In the event of any conflict between the terms of this Section 1.7.7(i) and the SERP,
the provisions of this Section 1.7.7(i) shall prevail. Executive hereby agrees and consents to Employer’s
amendment of the SERP to comply with Section 409A.
 
 . Executive acknowledges and agrees that the duties and responsibilities to be performed by
Executive under this Agreement are of a special and unusual character which have a unique value to Employer and their Affiliates, the
loss of which cannot be adequately compensated by damages in any action in law. As a consequence of his unique position as Senior
Executive Vice President of Employer, Executive also acknowledges and agrees that Executive will have broad access to Confidential
Information, that Confidential Information will in fact be developed by Executive in the course of performing Executive’s duties and
responsibilities under this Agreement, and that the Confidential Information furnishes a competitive advantage in many situations and
constitutes, separately and in the aggregate, valuable, special and unique assets of Employer and their Affiliates. Executive further
acknowledges and agrees that the unique and proprietary knowledge and information possessed by, or which will be disclosed to, or
developed by, Executive in the course of Executive’s employment will be such that Executive’s breach of the covenants contained in
this Section 2.1 would immeasurably and irreparably damage Employer and their Affiliates regardless of where in the Restricted Area
the activities constituting such breach were to occur. Thus, Executive acknowledges and agrees that it is both reasonable and necessary
for the covenants in this Section 2.1 to apply to Executive’s activities throughout the Restricted Area. In recognition of the special and
unusual character of the duties and responsibilities of Executive under this Agreement and as a material inducement to Employer to
continue to employ Executive in this special and unique capacity, Executive covenants and agrees that, to the extent and subject to the
limitations provided in this Section 2 (whichever portion may be applicable), including the limitation on the duration of the covenants
therein contained, during the Term and upon termination of Executive’s employment for any reason, or upon the expiration of the
Term, Executive shall not, on Executive’s own account or as an employee, associate, consultant, partner, agent, principal, contractor,
owner, officer, director, member, manager or stockholder of any other Person who is engaged in the Business (collectively, the
“”), directly or indirectly, alone, for, or in combination with any one or more Restricted Persons, in one or a series
of transactions:
(i) serve in any capacity of any Person who is engaged in the Business in any state in the Restricted Area and who is a
direct competitor of Employer or of any Affiliate of Employer who is also engaged in the Business;
(ii) provide consultative services to any Person who is engaged in the Business in any state in the Restricted Area and
who is a direct competitor of Employer or of any Affiliate of Employer who is also engaged in the Business;
(iii) call upon any of the depositors, customers or clients of Employer (or of any Affiliate who is also engaged in the
Business) who were such at any time during the twelve-month period ending on the Termination Date whose needs Executive
gained
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Source: BB&T CORP, 10-K, February 25, 2016 Powered by Morningstar® Document Research℠
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