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EXHIBIT 99.2
NONCOMPETITION AGREEMENT
This Noncompetition Agreement (the "Agreement") is made and entered
into this 27th day of March, 1996 by [Name of FFG Shareholder] (referred
to herein as "Seller"), and BANCFIRST OHIO CORP., an Ohio corporation (the
"Company").
RECITALS:
County Savings Bank ("County") is a wholly owned subsidiary of First
Financial Group, Inc. ("FFG"), which engages in the savings and loan business.
The Seller is an individual who is a shareholder of FFG.
The Company has contemporaneously agreed to purchase all of the
outstanding shares of County pursuant to a Stock Purchase Agreement (the "Stock
Purchase Agreement"), dated as of March 27, 1996; and it is a condition to the
sale that the Seller enter into this Agreement.
AGREEMENT
As an inducement for the Company entering into the Stock Purchase
Agreement and in further consideration of the payment provided herein and other
good and valuable consideration, the parties hereby agree as follows:
1. Covenant Not to Compete. For a period of sixty (60) months from the
date of the closing (the "Closing") of the transaction contemplated by
the Stock Purchase Agreement, Seller will not, without the prior
written consent of the Company:
a) either directly or indirectly, own, manage, or control, or
participate in the ownership, or control of, or be connected
with or have any interest in, as a stockholder, director,
officer, agent, or partner any business which is competitive
with the business currently conducted by the Company or County
within Licking and Muskingum Counties ("Competitor");
b) request or advise any supplier, customer, or other person,
firm, partnership, association, corporation, or business
organization, entity or enterprise having business dealings
with County, or with the business of County, as such business
may be continued by the Company or any subsidiary or
affiliate, to withdraw, curtail, or cancel business dealings;
or
c) induce or attempt to influence any employee of County or any
subsidiary or affiliate thereof to terminate his or her
employment.
The foregoing provisions will not prevent Seller from owning stock in
any publicly traded or privately held company, which is a Competitor so
long as the ownership interest of the Seller and the other shareholders
of FFG who have executed noncompetition agreements do not exceed ten
percent (10%) of the outstanding stock of said company. In addition,
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the foregoing provisions are not intended to and shall not prevent any
relatives of Seller (except those relatives who have signed
Noncompetition Agreements with the Company), from acting in any manner
which is competitive with Company, County, or any of their
subsidiaries. Further, the foregoing provisions are not intended to
prevent Seller from acting as an employee or agent of any Competitor so
long as Seller, in his/her role as employee or agent is not exercising
management authority over the actions of said Competitor.
If any of the provisions of this section are held to be
unenforceable because of the scope, duration or area of its
applicability, the court making such determination shall have the power
to modify such scope, duration or area or all of them, and such
provision shall then be applicable in such modified form.
2. Confidentiality. Seller will not, at any time, without the prior
written consent of the Company,
a) disclose to any person, partnership, association, corporation
or business organization, entity or enterprise the names of
suppliers or customers of, or the names of other persons,
firms, partnerships, associations, corporations or business
organizations, entities or enterprises having business
dealings with County as such business may be continued by
County or the Company; or
b) disclose to any Competitor or potential Competitor of County
or the business of County as such business may be continued by
County or the Company, any trade secret, information, data,
know-how or knowledge relating to servicing techniques, costs,
products, processes, equipment, sales and deposit origination
and processing methods, personnel training and development, or
business expansion plans, used by or useful to County. The
provisions of this subsection 2(b) shall not apply to any of
the foregoing which the Seller can demonstrate is or becomes
known by, or generally available to, the public through no
action or omission of Seller or is or becomes available to
Seller on a non-confidential basis from a third party
unrelated to County as long as such third party is not under
any obligation of confidentiality with respect thereto.
3. Term. The term of this Agreement shall be for sixty (60) months.
4. Compensation. The Company agrees to pay to Seller as compensation
hereunder the sum of Four Hundred Twenty Eight Thousand Five Hundred
Dollars ($428,500), one half of which will be payable in full at
Closing and one half payable no earlier than January 2, 1997 and no
later than January 15, 1997.
5. Equitable Remedies. The Company is unwilling to enter in to the Stock
Purchase Agreement without Seller entering into this Agreement. The
parties acknowledge that monetary damages would be difficult or
impossible to ascertain with certainty in the event of any breach.
Since the Company will be irreparably damaged if the provisions hereof
are
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not specifically enforced, the Company shall be entitled to an
injunction restraining any violation of this Agreement by Seller
(without any bond or other security being required), or any other
appropriate decree of specific performance. Such remedies shall not be
exclusive and shall be in addition to any other remedy which the
Company may have.
6. Effectiveness. This Agreement will not take effect until the Closing.
In the event that the Stock Purchase Agreement is terminated or fails
to close in accordance with its terms (as the same may be amended from
time to time by the parties thereto), this Agreement shall be null and
void.
7. Failure to Exercise Rights. A failure of any party to act or to
exercise his or its rights under this Agreement upon the breach of any
of the terms hereof by the other, shall not be construed as a waiver of
such breach, or prevent such party from thereafter enforcing strict
compliance with any or all the terms hereof.
8. Governing Law. This Agreement shall be governed by and interpreted in
accordance with the laws of the State of Ohio. Any litigation or legal
determination made under this Agreement shall be initiated and
concluded in a proper legal forum within the State of Ohio.
9. Entire Agreement. This Agreement constitutes the complete and exclusive
statement of the rights and obligations among the parties and
supersedes all proposals, oral or written, and any other communications
between the parties relating to the subject matter of this Agreement.
Neither party is justified in relying on such proposals or
communications, as they are deemed to have been merged into this final
Agreement.
10. Successors and Assigns. This Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective heirs,
successors and assigns.
11. Execution. This Agreement may be executed in any number of
counterparts, each of which shall be executed in any number of
counterparts, each of which shall be deemed an original, but all of
which together constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above mentioned.
BANCFIRST OHIO CORP., an Ohio
corporation
___________________________ By:_____________________________
Its:____________________________