EXHIBIT 10.4
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Date: August 28, 2001 page 1
Subject: CEO Compensation Contract (Xxx XxXxxxxxxx)
On August 15, 2001, the following Rivoli Bank CEO compensation contract
will be in effect. The term of this contract will be for 3 years with a 5%
annual increase in base salary after the first year. The beginning base
salary shall be set at $160,000.
Additional terms shall be:
A. An annual bonus is available based on XXX at the end of each year as
long as the bank has a CAMEL rating of 2 or better. See (Schedule A)
Additionally, if the bank raises additional capital to support growth
during a calendar year, the bank will adjust the bonus plan
accordingly.
B. All bank holidays and 15 days of vacation shall be granted
C. Directors fees will be paid for Board of Directors meetings, but no
fees will be paid for committee meetings.
D. A car allowance of $1000 will be paid monthly. All other car expenses
will be not be paid by the bank.
E. There is an existing option on 10,000 shares @ $10 per share to be
executed by 11/12/2006.
F. If for any reason, except for cause, the bank terminates this contract
with Xxx XxXxxxxxxx, the bank will pay 6 months of the ten existing
base salary as a termination fee.
G. Provide for the following:
1. Standard bank health, dental and disability insurance
2. Standard bank accidental death insurance
3. Paid for reasonable job related expenses
4. Paid for dues and fees for civic clubs
5. Paid for dues at Idle Hour Country Club
Along with this document (see Schedule B), are several contract covenants
that relate to confidential information, a non-compete agreement, non-
solicitation of customers, and non-solicitation of bank employees.
The Consulting and Employment Agreement dated November 12, 1006 between
Xxx XxXxxxxxxx and Rivoli Bank and said Directors is hereby terminated.
Executed at: Rivoli Bank & Trust
000 Xxxxxxxx Xxxxxx
Xxxxx, Xxxxxxx 00000
/s/ Xxx XxXxxxxxxx 8/31/01 President
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(Xxx XxXxxxxxxx) (Date) (Title)
/s/ Xxxxxxx Xxxxxxxx 8/31/01 Chairman
----------------------- --------------- ----------------
(Xxxx Xxxxxxxx) (Date) (Title)
page 2
SCHEDULE A
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RIVOLI BANK CEO
BONUS PLAN
BANK'S RETURN BONUS % OF
ON EQUITY BASE SALARY
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10% - 10.9999* 10%
11% - 11.999% 11%
12% - 12.999% 12%
13% - 13.999% 13%
14% AND ABOVE 20%
page 3
SCHEDULE B
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A. CONFIDENTIAL IFORMATION: Employee agrees that while employed by the Bank,
and for a period of one (1) year following termination of employment with
the Bank, Employee shall not disclose, divulge or make use of any
Confidential Information or trade secrets of the Bank directly or
indirectly, personally or on behalf of any other person, business,
corporation or entity. This covenant is not intended to and does not
limit in any way Employee's duties and obligations to the Bank under
statutory or case law nor to disclose or make personal use of such
information.
B. NON-COMPETITION COVENANT: Employee further agrees that for the period my
employment at the Bank and for 12 months from the date of voluntary or
involuntary termination of such employment, I will not engage directly or
indirectly (either as a principal, agent or consultant or through any
corporation, firm or organization in which I am an officer, director,
employee, shareholder, partner, member or be otherwise affiliated) in any
sales, administrative or service activity, (which is "competitive" with
those products and services provided by the Bank in the banking industry),
with any individuals or businesses that have been customers of Rivoli Bank
in Xxxx County, Georgia for the 24 months prior to employee termination.
C. NON-SOLICITATION OF CUSTOMERS: Employee agrees that for a period of 12
months following termination of employment with the Bank, within Bib
County, Georgia, Employee will not directly, or indirectly by assisting
others, solicit, accept or attempt to solicit or accept any business from
any of the Bank's customers, including actively sought prospective
customers, with whom the Employee had material contact (i.e., dealt with,
supervised, obtained confidential information concerning, or had resultant
earnings on) during employment with the Bank, if such business involves
the servicing or sale of business products similar to or competitive with
those handled by the Bank.
D. NON-SOLICITATION OF COMPANY EMPLOYEES: Employee agrees that for a period
of 12 months following termination of employment with the Bank, Employee
will not directly or indirectly by assigning others, recruit or hire, or
attempt to recruit or hire any other employee of the Bank or its'
affiliates.
