EXHIBIT 10.16
AGREEMENT REGARDING TERMINATION BENEFITS
THIS AGREEMENT Regarding Termination Benefits (hereinafter referred to as
"Agreement") is made this 20th day of November, 2000, by and between SOUTHERN
COMMUNITY BANCORP (hereinafter referred to as "Bancorp"), a Florida-based bank
holding company, SOUTHERN COMMUNITY BANK (hereinafter referred to as "Bank"), a
Florida banking corporation, both with an address of 000 Xxxxx Xxxxxx Xxxxxx,
Xxxxxxx, Xxxxxxx 00000 (and both referred to as the "Corporations"), and XXXX X.
XXXXXXX (hereinafter referred to as "Employee").
WHEREAS, the Employee has been a key employee of the Corporations since
their founding, and is now the President and Chief Operating Officer of Bancorp,
and President and Chief Executive Officer of the Bank:
WHEREAS, the Corporations wish to retain the services of Employee until
the Employee's retirement; and
WHEREAS, the Corporations and Employee wish to provide Employee, as
additional compensation for his services to the Corporations, with
post-termination benefits in addition to those benefits that will be available
to Employee under the Corporations' regular pension and insurance plan for
employees, if any.
In consideration of the foregoing, the terms and covenants of this
Agreement and other valuable consideration, the receipt of which is
acknowledged, the parties agree as follows:
SECTION ONE
INVOLUNTARY AND CHANGE OF CONTROL
TERMINATION BENEFIT
In the event that Employee is involuntarily terminated or a majority of
the outstanding shares of either or both Corporations are acquired in a merger
or other transaction, requiring approval under the Bank Holding Company Act of
1956 ("change of control"), a termination benefit equal to eighteen (18) months
of salary plus the market value, at termination or upon the "change of control",
of 7,500 shares of the common stock of Bancorp shall be paid to Employee within
ten (10) days of the effective date of such termination transaction. The
foregoing "change of control" benefit shall be further limited to an amount that
does not exceed the amount deductible by either Corporation under Internal
Revenue Code Sec. 2806. The foregoing "change of control" benefit shall only be
payable should Employee not elect to continue his employment with Bancorp or the
Bank upon the "change of control".
1
SECTION TWO
FORFEITURE OF TERMINATION BENEFITS
Termination benefit provided in Section One above shall not be payable if
Employee terminates his employment with either Corporation voluntarily or if his
employment is terminated by either Corporation for "cause". "Cause" is hereby
defined as deliberate, willful or gross misconduct, including any act of
dishonesty by Employee that adversely affects the business of the Corporations,
or the violation of material regulatory rules and regulations governing the
operation of the Corporations that results in enforcement action by a regulatory
agency with jurisdiction over the Corporation.
SECTION THREE
ENCUMBRANCES
Neither Employee nor Employee's beneficiaries shall have the right to
encumber, commute, borrow against or dispose of, or assign the right to receive
payments under this Agreement.
SECTION FOUR
ENTIRE AGREEMENT
This Agreement shall constitute the entire Agreement between the parties
and any prior understanding or representation of any kind preceding the date of
this Agreement shall not be binding upon either party, except to the extent
incorporated in this Agreement.
SECTION FIVE
MODIFICATION OF AGREEMENT
Any modification of this Agreement, or additional obligations assumed by
either party in connection with this Agreement, shall be binding only if
evidence in writing, signed by each party or an authorized representative of
each party.
SECTION SIX
GOVERNING LAW
It is agreed that this Agreement shall be governed by, construed and
enforced in accordance with the laws of the State of Florida.
2
SECTION SEVEN
ATTORNEYS' FEES
In the event litigation is required to interpret or enforce any of the
provisions of this Agreement, the prevailing party shall be entitled to receive
its reasonable attorneys' fees and costs from the non-prevailing party,
including costs of appeal.
SECTION EIGHT
NOTICES
Any notice provided for or concerning this Agreement shall be in writing
and shall be deemed sufficiently given when sent by certified or registered
mail, if sent to the respective address of each party as set forth in the
beginning of this Agreement.
IN WITNESS WHEREOF, each party to this Agreement has caused it to be
executed at Orlando, Florida on the date indicated below.
"BANCORP"
ATTEST: SOUTHERN COMMUNITY BANCORP
a Florida corporation
By: /s/ Xxxxx Xxxxx /s/ Xxxxxxx X. Xxxxxxxx, Xx.
--------------------------- -----------------------------
(Corporate Seal) By: Xxxxxxx X. Xxxxxxxx, Xx.
Its: Chief Executive Officer
"BANK"
ATTEST:
SOUTHERN COMMUNITY BANK
a Florida corporation
By: /s/ Xxxxx Xxxxx /s/ Xxxxxxx X. Xxxxxxxx, Xx.
--------------------------- -----------------------------
(Corporate Seal) By: Xxxxxxx X. Xxxxxxxx, Xx.
Its: Chief Executive Officer
"EMPLOYEE"
/s/ Xxxx X. Xxxxxxx
-----------------------------
Xxxx X. Xxxxxxx
3
