EMPLOYMENT AGREEMENT
Exhibit 10.9
This Employment Agreement (Agreement) is by and between Xxxxxx Xxxxxxx (Employee) and CommunityBank of Texas, N.A. (Bank). In consideration of the mutual promises made herein, the Bank and Employee agree as follows:
Article 1 : Employment, Compensation, and Expenses |
1.1 EMPLOYMENT. The Bank employs Employee, and Employee accepts employment with the Bank upon all of the terms and conditions described in this Agreement and for the Term as set forth on Exhibit A. |
1.2 WORK RESPONSIBILITIES. Subject to the terms of this Agreement, Employee is employed in the position at CommunityBank of Texas, N.A. (Bank) indicated on Exhibit A to this Agreement and shall perform the functions and responsibilities of that position. Additional or different duties may be assigned by the Boards of Directors of the Bank and/or the Bank (collectively referred to as the “Board”). Employee’s position, job descriptions, duties and responsibilities may be modified from time to time in the sole discretion of the Board. |
1.3 COMPENSATION. As consideration for the services and covenants described in this Agreement, the Bank, agrees to compensate Employee in the following manner: |
a. Salary/Wages. The Bank agrees to pay monthly compensation as stated on the attached Exhibit A. |
b. Employment Benefits and Compensation Plans. Policies, and Arrangements. Employee shall be entitled to employment benefits such as but not limited to vacation, holidays, leaves of absence, health insurance, dental insurance, etc., if any, available to employees of the Bank generally, in accordance with any policies, procedures, or benefit plans adopted by the Bank from time to time during the existence of this Agreement. Moreover, Employee shall be eligible to receive such other compensation as stated on Exhibit A. Employee’s rights or those of Employee’s dependents under any such benefits or compensation policies, plans or arrangements shall be governed solely by the terms of such policies, plans, or arrangements. The Bank reserves to itself, or its designated administrators, exclusive authority and discretion to determine all issues of eligibility, interpretation and administration of each such benefit or compensation plan, policy or arrangement. The Bank’s employment benefits and compensation arrangements, and policies related thereto, are subject to termination, modification or limitation at the Bank’s sole discretion. |
c. Total Compensation. Employee agrees that the compensation stated above and as stated on Exhibit A constitutes the full and exclusive monetary consideration and compensation for all services rendered under this Agreement and for all promises and obligations under this Agreement. |
1.5 LOYAL PERFORMANCE OF RESPONSIBILITIES. Employee shall devote the whole of Employee’s professional time, attention and energies to the performance of Employee’s work responsibilities and shall not, either directly or indirectly, alone or in partnership, consult with, advise, work for or have any interest in any other business or pursuit during Employee’s employment under this Agreement. Included in the foregoing, but not limited thereto, during the term of this Agreement Employee shall not, directly or indirectly, engage in, or serve as an officer, director, employee, partner, agent or consultant, or otherwise hold any ownership interest in any entity which engages in any business which competes with that of the Bank. Any modification of this paragraph shall be made only by an agreement in writing signed by Employee and an authorized representative of the Bank. |
Employee also will have access to, or knowledge of, Confidential Information of third parties, such as actual and potential customers, suppliers, partners, joint venturers, investors, financing sources and the like, of the Bank and its affiliates.
Employee agrees that Employee will not, at any time during or after Employee’s employment with the Bank, make any unauthorized disclosure of any Confidential Information of the Bank or its affiliates, or make any use thereof, except in the carrying out of the Employee’s employment responsibilities hereunder. Employee also agrees to preserve and protect the confidentiality of third party Confidential Information to the same extent, and on the same basis, as the Bank’s Confidential Information.
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obligations as stated on Exhibit A, Employee will not, directly or indirectly, for Employee or others, in the geographic region stated on Exhibit A, or, if Employee’s geographic region has changed, in any and all geographic regions in which Employee has worked for the 12-month period immediately preceding Employee’s termination of Employment: |
b. perform any job, task, function, or responsibility that Employee has provided for the Bank in the preceding 12-month period; or |
c. render advice or services to, or otherwise assist, any other person, association or entity in the business of “a,” or “b” above. |
Employee understands that the foregoing restrictions may limit Employee’s ability to engage in certain businesses in the geographic region and during the period provided for above, but acknowledges that these restrictions are necessary to protect the Confidential Information the Bank has provided to Employee.
Employee agrees that this provision defining the scope of activities constituting prohibited competition with the Bank is narrow and reasonable for the following reasons: Employee is free to seek employment with other companies providing services that do not directly or indirectly compete with any business of the Bank; Employee is free to seek employment with other companies in the banking business that do not directly or indirectly compete with any business of the Bank; and there are many other companies in the banking business that do not directly or indirectly compete with any business of the Bank. Thus, this restriction on Employee’s ability to compete does not prevent Employee from using and offering the skills that Employee possessed prior to receiving Confidential Information, specialized training, and knowledge from the Bank.
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Article 3 : Termination Of Employment. |
3.1 TERMINATION. The Bank may terminate the employment of Employee with or without “Cause” and Employee may terminate his employment with or without “Good Reason” prior to the expiration of the Term of this Agreement. If the Bank terminates Employee with Cause, or Employee terminates employment without Good Reason, Employee shall be entitled only to the pro rata salary through the date of such termination, and all future compensation and benefits shall cease (except for compensation and benefits vested per plan terms). If the Bank terminates Employee without Cause, or Employee terminates Employment for Good Reason, Employee shall be entitled to “Basic Severance” listed on Exhibit A. “Cause” for purposes of this section shall mean a failure by Employee to substantially perform job duties in a manner in which those duties would have been performed by an employee having the skill, knowledge, expertise, loyalty, fidelity, integrity, honesty, and good faith of an employee ordinarily performing such services; or the commission by Employee of acts which an employee having the skill, knowledge, expertise, loyalty, fidelity, integrity, honesty, and good faith of an employee ordinarily engaged to perform such services would not have committed under the same or similar circumstances. “Good Reason” for purposes of this section shall mean a material breach by the Bank of any material provision of this Agreement which remains uncorrected for 30 days following Employee’s written notice to the Bank of such breach. This section shall not apply if Employee is eligible for a severance payment after a Change in Control as addressed in the next section. Employee shall be entitled to at most one severance upon termination. |
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Article 4 : Miscellaneous |
4.1 GOVERNING LAW/VENUE. This Agreement shall be construed in accordance with and governed by the laws of the State of Texas. Venue for any claim filed by either party related to Employee’s employment or this Agreement shall be exclusively in the state courts of Jefferson County, Texas. |
4.2 INTERPRETATION. This Agreement shall be interpreted in accordance with the plain meaning of its terms and not strictly for or against either party. |
4.3 HEADINGS. The headings of this Agreement are intended solely for the convenience of reference and should be given no effect in the construction or interpretation of this Agreement. |
4.5 MODIFICATION. This Agreement may be amended only by an agreement in writing signed by Employee and the Bank. |
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DATED: January 4, 2016 |
/s/ Xxxxxx Xxxxxxx |
DATED: January 4, 2016 |
/s/ Xxxxxx X. Xxxxxxxx |
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Exhibit “A” to
Employment Agreement
Between CommunityBank of Texas and Xxxxxx Xxxxxxx
Employee Name: |
Xxxxxx Xxxxxxx |
Term: |
None |
Position: |
President of CommunityBank of Texas, Houston/Beaumont, Texas |
Location: |
Houston – Pasadena, Texas |
Annual Base Salary: |
$294,580.00 subject to annual review by the Bank’s budget and compensation committee and payable in accordance with the Bank’s normal payroll practices. |
Bonus: |
Participation in the Bank’s Annual Incentive Compensation Plan in which other executive officers and/or employees may participate subject to the terms of the plans. |
Paid Time Off |
33 days annually. |
Basic Severance |
An amount equal to (i) one-year’s annual base pay at Employee’s last Annual Base Salary and (ii) twelve months of COBRA continuation coverage. The Bank may pay the Basic Severance in a lump sum or on the Bank’s regular payroll cycle for one-year period at the Bank’s sole discretion. Employee shall sign a release of claims in a form acceptable to the Bank to receive severance under this section. |
Change in Control Severance |
An amount equal to (i) two-year’s annual base pay at Employee’s last Annual Base Salary and (ii) eighteen months of COBRA continuation coverage. Severance paid as provided in Section 3.2 shall be in a lump sum. Employee shall sign a release of claims in a form acceptable to the Bank to receive severance under this section. |
Additional “Good Reason” |
In addition to the definition of “Good Reason” stated in Section 3.1 above, Employee shall have Good Reason to terminate employment under Section 3.1 if Xxxxxx X. Xxxxxxxx terminates employment for any reason during the Term of this Agreement or the Bank materially changes Employee’s duties from the duties Employee is performing as President at the time Employee signs this Agreement. |
CommunityBank of Texas, N.A.
By:/s/ Xxxxxx X. Xxxxxxxx |
Xxxxxx Xxxxxxx
/s/ Xxxxxx Xxxxxxx |