Good catch and reporting by Computerworld.
What does SunTrust’s continuing cooperation clause say, exactly?
“For a period of two (2) years following the end of my employment with SunTrust, I agree to provide assistance and to make myself reasonably available to SunTrust regarding matters in which I have been involved in the course my employment with SunTrust and/or about which I have knowledge as a result of my employment with SunTrust. It is understood and agreed that such assistance, to the extent possible, will be requested at such times and in such a manner so as to not unreasonably interfere with my subsequent employment. Such assistance may include, but is not limited to, telephone or in-person meetings with SunTrust employees, attorneys and/or accountants, or the provision of truthful testimony by way of deposition, hearing, trial, interview, subpoena response or affidavit. SunTrust will be responsible for any reasonable and necessary expenses incurred by me and approved by SunTrust in connection with such services. I understand that I will not be entitled to any additional consideration or compensation of any kind from SunTrust in exchange for such assistance.”
In 2009, SunTrust filed with regulators a “noncompete, waiver and release agreement” it had made with an executive who was retiring from the bank. The executive was paid $100,000 to sign it. It included a two-year cooperation agreement. (The IT employee agreement borrows some of its language, but differs in other respects. The full agreement with the former executive is here; scroll down for the cooperation clause.)
And here is Suntrust SEC filing of noncompete, waiver, and release agreement with ex-executive and employee William R. Reed, Jr. Notice the verbiage:
Continuing Cooperation. I understand and agree that, in my role at SunTrust, I have been responsible for and involved in numerous matters and projects of a significant and/or confidential nature and that, in some instances, I possess knowledge regarding those and other matters that is unique to me and of value to SunTrust or any subsidiary, and that SunTrust or any subsidiary may have need of my continuing assistance in the future with respect to investigations, audits, litigation or potential litigation related to these matters. I understand that SunTrust’s willingness to provide me with the Consideration is expressly conditioned upon the promises made and obligations assumed by me in this Paragraph 8. I further understand and agree that my fulfillment of these promises and obligations hereafter is a condition precedent to SunTrust’s obligation to provide me with the Consideration set forth herein. I agree, beginning on September 1, 2009 and continuing for a period of twenty-four (24) months immediately thereafter, to provide assistance and to make myself reasonably available to SunTrust and its employees, attorneys and/or accountants with respect to investigations, audits, litigation or potential litigation regarding matters in which I have been involved in the course of my employment with SunTrust or any subsidiary and/or about which I have knowledge as a result of my employment with SunTrust. It is understood and agreed that such assistance, to the extent possible, will be requested at such times and in such a manner so as to not unreasonably interfere with any subsequent employment. Such assistance may consist of, without limitation, telephone or in-person meetings with SunTrust employees, attorneys and/or accountants, or the provision of truthful testimony by way of deposition, hearing, trial or affidavit. SunTrust will be responsible for any reasonable and necessary expenses incurred by me in connection with such assistance. I understand that I will not be entitled to any additional consideration or compensation of any kind from SunTrust in exchange for such assistance.
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