LETTER OF COMMITMENT AND NON-COMPETE
October __, 2006
Oriental Financial Holding Corporation (together with each of its subsidiaries, the “Company”)
[Registered Address of the Company]
Re: Letter of Commitment and Non-Compete
Dear Sir or Madam,
I, [NAME OF FOUNDER], hereby acknowledge and confirm my agreement to the following:
1. Except as otherwise agreed by the Company in writing, I will refrain from acting in other positions, engage in any other job, or receive financial benefit or advantage from others during the period of time between the date hereof and the earlier of (a) the [three (3)] year anniversary of the Closing of the Series A Preference Shares Purchase Agreement, (b) the one year anniversary of the closing of a Qualified IPO, as such term is defined in the Amended and Restated Articles of Association of the Company, (c) my earlier resignation from the Company, provided that such resignation is for cause permitted in my then current contract for employment by the Company or is approved by Cybernaut Ventures Ltd., or (d) until such time as an alternative arrangement is agreed upon between myself and the Company (the “Commitment Period”). During such period, I shall devote all of my work
effort exclusively towards the fulfillment of my service obligations with the Company and affiliates of the Company and use my best efforts to promote the interest and business of the Company and/or the affiliates of the Company.
2. I will comply with the policies, standards, rules and regulations of the Company, and any additions or amendments to such policies, standards, rules or regulations established by the Company from time to time.
3. I further agree to that I will, while performing services for the Company:
a. exercise due care as would a good administrator or manager and be faithful
and diligent in performing my services to the Company;
b. except for the business needs of the Company, as expressly authorized by
the Company, not unilaterally act on behalf of or in the name of the
c. hold in confidence and not disclose to others any information relating to
4. I hereby agree not to, during the Commitment Period and for a period ending one (1) year from the date of expiration of the Commitment Period (the “Period of Non-
Competition”), directly or indirectly engage in any business activities in competition with the Company or any affiliate of the Company, whether such engagement is as a partner, investor (other than as a holder of less than one percent (1%) of the outstanding capital stock of a publicly traded company), consultant, adviser, agent, employee or otherwise, nor to offer employment to or employ, for myself or on behalf of any then competitor of the Company or an affiliate of the Company, any person who at any time six (6) months preceding the first day of the Period of Non-Competition shall have been employed or contracted by the Company or any affiliate of the Company.
5. I will not, during the Period of Non-Competition, directly or indirectly induce employees, consultants or directors of the Company or any affiliate of the Company, to engage in activities hereby prohibited to me or to terminate their services or employment with the Company or any affiliate of the Company.
6. I hereby acknowledge and agree that the consideration paid by the Company for my non-competition agreement, including any monies received by me due to the provision of services to the Company, has been negotiated at arms length and is adequate to compensate me for my obligation not to compete with the Company and/or any affiliate of the Company, and will not be contested in any dispute between the parties concerning the enforceability of such agreement or this letter.
10. Without requesting additional compensation from the Company and/or the relevant affiliate of the Company, I will sign and execute all documents and other papers and otherwise fully cooperate with the Company and the affiliates of the Company to carry out the intent of this letter.
Passport Number: [NUMBER]