EXHIBIT 10.3
Employment Agreement
by and among
PSB, the Bank and
Xxxxxx X. Small
EMPLOYMENT AGREEMENT
BY AND AMONG
PEOPLES STATE BANK
AND
PSB BANCGROUP, INC.
AND
XXXXXX X. SMALL
THIS EMPLOYMENT AGREEMENT ("Agreement") is entered into this 9th day of
November 1999, by and among PEOPLES STATE BANK, a Florida chartered commercial
bank ("Bank"), PSB BANCGROUP, INC., the Bank's parent holding-company and a
Florida Corporation ("Corporation"), and XXXXXX X. SMALL ("Employee"). The Bank,
the Corporation and the Employee are collectively referred to herein as the
"Parties."
RECITALS
WHEREAS, the Bank and the Corporation wish to retain Employee as the
Bank's President and Chief Executive Officer to perform the duties and
responsibilities as are described in this Agreement and as the Bank's Board of
Directors ("Board") may assign to Employee from time to time; and
WHEREAS, Employee desires to become employed by the Bank and to serve
as the Bank's President and Chief Executive Officer in accordance with the terms
and provisions of this Agreement.
NOW, THEREFORE, in consideration of the mutual agreements contained
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Parties hereto represent, warrant, undertake,
covenant and agree as follows:
OPERATIVE TERMS
1. Employment and Term. The Bank shall employ Employee and Employee
shall be employed pursuant to the terms of this Agreement to perform the
services specified in Section 2 herein. The initial term of employment shall be
for a period of twelve (12) months, commencing on November 15, 1999.
Upon mutual written agreement, the Parties may extend the term of this
Agreement for two six- month periods (the "Extensions"). Prior to agreeing to
either of the Extensions, the Board shall review Employee's performance and this
Agreement.
In the event the Employee gives notice of termination of employment,
the Bank may elect, at its sole option, to have the term of this Agreement
expire immediately or upon the thirtieth (30th) day following the delivery to
the Bank and the Corporation of such notice of termination. Except as otherwise
provided in the following paragraph with respect to a voluntary termination for
Good Reason, a voluntary employment termination by the Employee shall result in
the termination of the rights and obligations of the Parties under this
Agreement; provided, however, that the terms and provisions of Section 12 shall
continue to apply.
In the event the Bank desires to involuntarily terminate the employment
of Employee (for purposes of this Agreement, a voluntary employment termination
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by the Employee for Good Reason shall be treated as an involuntary termination
of the Employee's employment without Cause), the Bank shall deliver to the
Employee a notice of termination, and the following provisions shall apply:
(a) In the event the involuntary termination is for Cause, this Agreement
shall terminate immediately upon delivery to the Employee of such notice of
termination. Such a termination for Cause shall result in the termination
of all rights and obligations of the Parties under this Agreement.
(b) In the event the involuntary termination is without Cause, the Employee
shall be entitled to receive the severance benefits set forth in Sections
9(f) and 9(g) herein.
2. Position, Responsibilities and Duties. During the term of
this Agreement, Employee shall serve in the following capacities and shall
fulfill the following responsibilities and duties:
(a) Specific Duties: Employee shall serve as the Bank's President
and Chief Executive Officer, through election by the Board. In
such capacity, Employee shall have the same powers, duties and
responsibilities of supervision and management of the Bank
usually accorded to a President and Chief Executive Officer of
similar financial institutions. In addition, Employee shall use
his best efforts to perform the duties and responsibilities
enumerated in this Agreement and any other duties assigned to
Employee by the Board and to utilize and develop contacts and
customers to enhance the business of the Bank. Specifically,
Employee shall devote his full business time and attention and
use his best efforts to accomplish and fulfill the following
duties and responsibilities, as well as other duties assigned to
Employee from time to time by the Board:
(i) manage Bank personnel;
(ii) serve on such committees as appointed by the Board from
time to time;
(iii) supervise all Bank activities;
(iv) work closely with the Bank's Executive Vice President,
Xxxxxx X. Xxxxxxx, specifically in the area of Bank
operations;
(v) keep the Board informed of important developments
concerning the Bank's activities, industry developments
and regulatory initiatives affecting the Bank;
(vi) maintain adequate expense records relating to
Employee's activities on behalf of the Bank;
(vii) recommend marketing efforts to increase the business
of the Bank;
(viii) coordinate with the Bank's Executive Vice President,
other officers, accountants, auditors and counsel to
the extent necessary to further the business of the
Bank, keeping in compliance with government
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laws and regulations and otherwise keeping the Bank in
as good a financial and legal posture as possible; and
(ix) conduct and undertake all other activities,
responsibilities, and duties normally expected to be
undertaken and accomplished by a President and Chief
Executive Officer of a financial institution similar in
scope and operation to the Bank's business.
(b) General Duties: During the term of this Agreement, and except
for illness, vacation periods and leaves of absences, Employee
shall devote all of his working time, attention, skill and best
efforts to accomplish and faithfully perform all of the duties
assigned to Employee on a full-time basis. Employee shall, at all
times, conduct himself in a manner that will reflect positively
upon the Bank. Employee shall obtain such licenses, certificates,
accreditations and professional memberships and designations as
the Bank may reasonably require. Employee shall join and maintain
membership in such social and civic organizations as Employee or
the Board deems appropriate to xxxxxx the Bank's contacts and
business network in the community.
3. Compensation. During the term of this Agreement, Employee
shall be compensated as follows:
(a) Base Salary: Employee shall receive an annual salary of
$75,000 (the "Base Salary") in equal installments, in accordance
with the Bank's standard payroll practices, reduced appropriately
by deductions for federal income withholding taxes, social
security taxes and other deductions required by applicable laws.
The Bank may adjust the Base Salary from time to time based upon
the Board's evaluation of Employee's performance. In no event,
however, will the Base Salary be reduced without Employee's
written concurrence.
(b) Benefit Plans: During the term of this Agreement, the
Employee will be entitled to participate in and receive the
benefits of any profit-sharing plans, 401(k) plans, deferred
compensation plans, or other plans, benefits and privileges given
to employees and executives of the Bank which are currently in
effect at the execution of this Agreement or which may come into
existence thereafter, to the extent the Employee is otherwise
eligible and qualifies to so participate in and receive such
benefits or privileges. The Bank shall not make any changes in
such plans, benefits or privileges which would adversely affect
the Employee's rights or benefits thereunder, unless such change
occurs pursuant to a program applicable to all executive officers
(Vice President or above) of the Bank and does not result in a
proportionately greater adverse change in the rights of or
benefits to the Employee as compared with any other executive
officer of the Bank. Nothing paid to the Employee under any plan
or arrangement presently in effect or made available in the
future shall be deemed to be in lieu of the Base Salary payable
to the Employee pursuant to Section 3 herein.
4. Payment of Business Expenses. Employee is authorized to incur
reasonable expenses in performing his duties. The Bank will reimburse Employee
for authorized expenses, according to the Bank's established policies, promptly
after Employee's presentation of an itemized account of such expenditures.
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5. Vacation. Employee is entitled to three (3) weeks paid
vacation time per year on a non-cumulative basis. Two (2) weeks of the
vacation must be taken during two (2) consecutive weeks.
6. Fringe Benefits.
(a) Medical Benefits: Employee is entitled to participate in all
medical and health care benefit plans through health insurance,
corporate funds, medical reimbursement plans or other plans, if
any, provided, or to be provided, by the Bank for its employees.
(b) Club Memberships and Education: The Bank will reimburse
Employee for membership dues for joining service organizations
such as the Rotary Club or Kiwanis Club. The Bank will also
reimburse Employee for admission or attendance fees for
educational meetings or seminars offered by such organizations as
the Florida Bankers Association.
7. Disability/Illness.
(a) Illness: Employee shall be paid his full Base Salary for any
period of his illness or incapacity: provided that such illness
or incapacity does not render Employee unable to perform his
duties under this Agreement for a period longer than three (3)
consecutive months. At the end of such three-month period, the
Bank may terminate Employee's employment and this Agreement.
(b) Disability: If the Bank terminates this Agreement pursuant to
Employee's disability as determined under Section 7(a) herein,
the Bank shall pay to Employee, as a disability payment, an
amount equal to Employee's monthly Base Salary, payable in
accordance with the Bank's standard payroll practices, commencing
on the effective date of Employee's termination and ending on the
earlier of:
(i) the date Employee returns to full time employment in
his capacity as the Bank's President and Chief
Executive Officer;
(ii) Employee's full time employment by another financial
institution;
(iii) three (3) months after the date of such termination,
after which Employee will be entitled to receive
benefits under any disability insurance plan provided
by the Bank; or
(iv) the date of Employee's death.
The Bank may satisfy its obligations under this Section, at its option,
through the purchase of disability insurance. The provisions of such
policy will control the amounts paid to Employee. Such disability
insurance will be coordinated with any disability plans made available
to Employee pursuant to Section 6 herein.
(c) Continuation of Coverages: During any period of illness or
disability, the Bank will continue any other life, health and
disability coverages for Employee substantially identical to the
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coverages maintained prior to Employee's termination for
disability. Such coverages shall cease upon the earlier of:
(i) Employee's full time employment by another financial
institution;
(ii) one (1) year after the date of such termination (with
the exception of disability insurance coverage); or
(iii) the date of Employee's death.
(d) No Reduction in Base Salary: During the period in which
Employee is disabled or subject to illness or incapacity, other
than as described in Section 7(b) herein, there shall be no
reduction in Employee's Base Salary.
8. Death During Employment. In the event of Employee's death
during the term of this Agreement, the Bank's obligation to Employee shall be
limited to the portion of Employee's compensation which would be payable up to
the first working day of the first month after Employee's death, except that any
compensation payable to Employee under any benefit plan maintained by the Bank
will be paid pursuant to its terms.
9. Termination.
(a) Illness, Incapacity or Death: This Agreement shall terminate
upon Employee's illness, incapacity or death in accordance with
the provisions of Sections 7 and 8 herein.
(b) Termination for Cause: The Bank shall have the right, at any
time, upon prior written notice of termination satisfying the
requirements of Section 11 herein, to terminate the Employee's
employment hereunder, including termination for Cause. For the
purpose of this Agreement, termination for Cause shall mean
termination for personal dishonesty, incompetence, willful
misconduct, material breach of fiduciary duty, intentional
failure to perform the duties stated in this Agreement, willful
violation of any law, rule or regulation (other than traffic
violations or similar offenses), willful violation of a final
cease-and-desist order, personal default on indebtedness to a
third party which is not corrected within 30 days from the date
of default, willful or intentional breach or negligence or
misconduct in the performance of such duties or material breach
of any provision of this Agreement as determined by a court of
competent jurisdiction or in final agency action by a federal or
state regulatory agency having jurisdiction over the Bank. For
purposes of this Section, no act, or failure to act, on the
Employee's part shall be considered "willful" unless done, or
omitted to be done, by him not in good faith and without
reasonable belief that his action or omission was in the best
interest of the Bank; provided that any act or omission to act by
the Employee in reasonable reliance upon an opinion of counsel to
The Bank shall not be deemed to be willful. In the event Employee
is terminated for Cause, Employee shall have no right to
compensation or other benefits for any period after such date of
termination.
(c) Involuntary Termination: If the Employee is terminated by the
Bank other than for Cause or in connection with a
Change-in-Control of the Corporation (as defined in Section 9[e]
herein), Employee's right to compensation and other benefits
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under this Agreement shall be as set forth in Sections 9(f)(i)
and 9(g) herein. In the event the Employee is terminated by the
Bank in connection with a Change-in-Control of the Corporation,
Employee's right to compensation and other benefits under this
Agreement shall be as set forth in Sections 9(f)(ii) and 9(h)
herein.
(d) Termination for Good Reason: Employee may terminate his
employment hereunder for Good Reason. For purposes of this
Agreement, "Good Reason" shall mean (i) a failure by the Bank to
comply with any material provision of this Agreement, which
failure has not been cured within ten business (10) days after a
notice of such noncompliance has been given by the Employee to
the Bank; or (ii) subsequent to a Change-in-Control of the
Corporation as defined in Section 9(e) herein and without the
Employee's express written consent, any of the following shall
occur: the assignment to the Employee of any duties inconsistent
with the Employee's positions, duties, responsibilities and
status with the Bank immediately prior to a Change-in-Control of
the Corporation; a change in the Employee's reporting
responsibilities, titles or offices as in effect immediately
prior to a Change-in- Control of the Corporation; any removal of
the Employee from, or any failure to re-elect the Employee to,
any of such positions, except in connection with a termination of
employment for Cause, disability, death, or removal pursuant to
Sections 9(a) or 9(b) herein; a reduction by the Bank in the
Employee's annual salary as in effect immediately prior to a
Change-in- Control of the Corporation; the failure of the Bank to
continue in effect any bonus, benefit or compensation plan, life
insurance plan, health and accident plan or disability plan in
which the Employee is participating at the time of a
Change-in-Control of the Corporation, or the taking of any action
by the Bank which would adversely affect the Employee's
participation in or materially reduce the Employee's benefits
under any of such plans, or the transfer of the Employee to any
location outside of Columbia County, Florida or the assignment of
substantial duties to the Employee to be completed outside
Columbia County, Florida.
(e) Change-in-Control: "Change-in-Control" is defined herein to
mean an event where a person: (i) directly or indirectly, or
acting through one or more other persons, owns, controls or has
power to vote more than 50% of any class of the then outstanding
voting securities of the Corporation; or (ii) controls in any
manner the election of the directors of the Corporation. For
purposes of this Agreement, a Change-in-Control shall be deemed
not to have occurred in connection with a reorganization,
consolidation, or merger of the Corporation where the
stockholders of the Corporation, immediately before the
consummation of the transaction, will own over 50% of the total
combined voting power of all classes of stock entitled to vote of
the surviving entity immediately after the transaction.
(f) Severance Payment:
(i) If the Employee shall terminate his employment for
Good Reason as defined in Section 9(d) herein, or
if the Employee is terminated by the Bank for other
than Cause pursuant to Section 9(c) herein, then in
lieu of any further salary payments to the Employee
for periods subsequent to the date of termination,
the Employee shall be paid, as severance, twelve
(12) months Base Salary;
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(ii) In the event Employee's employment is terminated
as a result of a Change-in-Control or a Change-in-
Control of the Corporation occurs within twelve
(12) months of the Employees' involuntary
termination or termination for Good Reason,
Employee shall be entitled to a severance payment
equal to his current Base Salary. Any payment under
Section 9(f)(i) and 9(f)(ii) shall be made in
substantially equal semi-monthly installments
on the fifteenth and last days of each month until
paid in full.
(g) Additional Severance Benefits: Unless the Employee is
terminated for Cause pursuant to Section 9(b) herein,
pursuant to Section 10(b) herein, or pursuant to a
termination of employment by the Employee for other than
Good Reason, the Bank shall maintain in full force and
effect, for the continued benefit of the Employee for the
remaining term of this Agreement, or twelve (12) months
(whichever is longer), all Employee benefit plans and
programs in which the Employee was entitled to participate
immediately prior to the date of termination; provided,
however, that the Employee's continued participation is
possible under the general terms and provisions of such
plans and programs. Further, the Bank shall pay for the same
or similar benefits if such benefits are available to the
Employee on an individual or group basis as a result of
contractual or statutory provisions requiring or permitting
such availability including, but not limited to, health
insurance covered under COBRA.
(h) Mitigation: Employee shall not be required to mitigate
the amount of any payment provided for in Sections 9(f) and
9(g) of this Agreement by seeking other employment or
otherwise.
10. Required Provisions by Regulation. The Parties acknowledge
that the laws and regulations governing the Bank require that certain provisions
be provided in each employment agreement with officers and employees of the
Bank. The Parties agree to be bound by the following provisions:
(a) Suspension/Temporary Prohibition: If the Employee is
suspended and/or temporarily prohibited from participating
in the conduct of the Bank's affairs by a notice served
under Section 655.037 Florida Statutes or under Section 8(e)
or (g)(1) of the Federal Deposit Insurance Act [12 U.S.C.
ss.1818(e)(3) and (g)(1)] the Bank's obligations under this
Agreement shall be suspended as of the date of such service
unless stayed by appropriate proceedings. If the charges and
the notice are dismissed, the Bank may in its discretion:
(i) pay the Employee all or part of his compensation
withheld while the obligations under this Agreement
are suspended; and
(ii) reinstate (in whole or part) any of the Bank's
obligations which were suspended.
(b) Permanent Prohibition: If the Employee is removed and/or
permanently prohibited from participating in the conduct of
the Bank's affairs by an order issued under Section 655.037
Florida Statutes or Section 8(e)(4) or (g)(1) of the Federal
Deposit Insurance Act [12 U.S.C.ss.1818(e)(4) or (g)(1)],
all of the Bank's obligations under this Agreement shall
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terminate as of the effective date of the order, but the
Employee's vested rights, if any shall not be affected.
(c) Default Under FDIA: If the Bank is in default [as
defined in Section 3(x)(1) of the Federal Deposit Insurance
Act], all obligations under this Agreement shall terminate
as of the date of default, but this subsection of this
Agreement shall not affect the Employee's vested rights if
any.
(d) Regulatory Termination: All obligations under this
Agreement shall be terminated, except to the extent that a
determination has been made that continuation of this
Agreement is necessary for continued operation of the Bank:
(i) by the Director or his or her designee, at
the time the Federal Deposit Insurance
Corporation ("FDIC") enters into an
agreement to provide assistance to or on
behalf of the Bank under the authority
contained in Section 13(c) of the Federal
Deposit Insurance Act; or
(ii) by the Department or the Director or his or
her designee, at the time the Department or
the Director or his or her designee approves
a supervisory merger to resolve problems
related to operation of the Bank or when the
Bank's determined by the Director to be in
unsafe or unsound condition.
Any of the Employee's rights that have already
vested, however, shall not be affected by such
action. For purposes of this subsection of this
Agreement, the term "Director" shall mean the
Director of the FDIC.
11. Notice of Termination.
(a) Employee's Notice: Employee shall have the right, upon
prior written notice of termination of not less than thirty
(30) days, to terminate his employment hereunder. In such
event, Employee shall have no right after the date of
termination to compensation or other benefits as provided in
this Agreement, unless such termination is for "Good
Reason", as defined in Section 9(d) herein. If the Employee
provides a notice of termination for Good Reason, the date
of termination shall be the date on which the notice of
termination is given.
(b) Specificity: Any termination of the Employee's
employment by the Bank or by Employee shall be communicated
by written notice of termination to the other Party hereto.
For purposes of this Agreement, a "notice of termination"
shall mean a dated notice which shall: (i) indicate the
specific termination provision in the Agreement relied upon;
(ii) set forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of
the Employee's employment under the provision so indicated;
and (iii) set forth the date of termination, which shall be
not less than thirty (30) days nor more than forty-five (45)
days after such notice of termination is given, except in
the case of the Bank's termination of the Employee's
employment for Cause, in which case date of termination
shall be the date such notice of termination is given.
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(c) Delivery of Notices: All notices given or required to be
given herein shall be in writing, sent by United States
first-class certified or registered mail, postage prepaid,
by way of overnight carrier or by hand delivery. If to the
Employee (or to the Employee's spouse or estate upon the
Employee's death) notice shall be sent to Employee's
last-known address, and if to the Bank and the Corporation,
notice shall be sent to their respective corporate
headquarters. All such notices shall be effective when
deposited in the mail if sent via first- class certified or
registered mail, or upon delivery if by hand delivery or
sent via overnight carrier. Any Party, by notice in writing,
may change or designate the place for receipt of all such
notices.
12. Post-Termination Obligations. The Bank shall pay to Employee
such compensation as is required pursuant to this Agreement; provided, however,
any such payment shall be subject to Employee's post-termination cooperation.
Such cooperation shall include the following:
(i) Employee shall furnish such information and
assistance as may be reasonably required by
the Bank or the Corporation in connection
with any litigation or settlement of any
dispute between the Bank and/or the
Corporation and a borrower and/or any other
third parties (including without limitation
serving as a witness in court or other
proceedings);
(ii) Employee shall provide such information or
assistance to the Bank and/or the
Corporation in connection with any
regulatory examination by any state or
federal regulatory agency;
(iii) Employee shall keep the Bank's trade secrets
and other proprietary or confidential
information secret to the fullest extent
practicable, subject to compliance with all
applicable laws.
Upon submission of proper receipts, the Bank shall promptly reimburse
Employee for any reasonable expenses in current by Employee in complying with
the provisions of this Section.
13. Attorneys' Fees. In the event that any claim or controversy
hereunder is the subject of any litigation or arbitration between or among the
Parties, the prevailing party shall be entitled to an award of all reasonable
costs, including attorneys' fees.
14. Indebtedness. If during the term of this Agreement, Employee
becomes indebted to the Bank for any reason, the Bank may, at its election, set
off and collect any sums due Employee out of any amounts which the Bank may owe
Employee from his Base Salary or other compensation. Furthermore, upon the
termination of this Agreement, all sums owed by Employee shall become
immediately due and payable. Employee shall pay all expenses and attorneys' fees
actually or necessarily incurred by the Bank in connection with any collection
proceeding for Employee's indebtedness to us. Notwithstanding any of the
foregoing, any indebtedness to us secured by a mortgage on Employee's residence
shall not be subject to the foregoing provisions, and shall be governed by the
loan documents evidencing such indebtedness.
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15. Maintenance of Trade Secrets and Confidential Information.
Employee shall use his best efforts and utmost diligence to guard and protect
all of the Bank's trade secrets and confidential information. Employee shall
not, either during the term or after termination of this Agreement, for whatever
reason, use, in any capacity, or divulge or disclose in any manner, to any
Person, the identity of the Bank's customers, or its customer lists, methods of
operation, marketing and promotional methods, processes, techniques, systems,
formulas, programs or other trade secrets or confidential information relating
to the Bank's business. Upon termination of this Agreement or Employee's
employment, for any reason, Employee shall immediately return and deliver to the
Bank all records and papers and all matters of whatever nature which bear trade
secrets or confidential information relating to the Bank.
16. Competitive Activities.
(a) Limitation on Outside Activities: Employee agrees that during
the term of this Agreement, except with the express consent of
the Board, Employee will not, directly or indirectly, engage or
participate in, become a director of, or render advisory or other
services for, or in connection with, or become interested in, or
make any financial investment in any firm, corporation, business
entity or business enterprise competitive with or to any business
of the Bank; provided, however, that Employee shall not be
precluded or prohibited from owning passive investments,
including investments in the securities of other financial
institutions, so long as such ownership does not require Employee
to devote substantial time to management or control of the
business or activities in which Employee has invested.
(b) Agreement Not to Compete: Employee acknowledges that by
virtue of his employment with the Bank, Employee will acquire an
intimate knowledge of the activities and affairs of the Bank,
including trade secrets and other confidential matters. Employee,
therefore, agrees that during the term of this Agreement, and for
a period of eight (8) months (in the event Employee does not
receive severance compensation) or fourteen (14) months (in the
event Employee does receive severance compensation) following the
termination of Employee's employment hereunder, Employee shall
not become employed, directly or indirectly, whether as an
Employee, independent contractor, consultant, or otherwise, with
a federally-insured financial institution located in, or with any
business enterprise, business entity or Person whose intent is to
organize another financial institution in, Columbia County,
Florida.
Employee further agrees that for a period of twelve (12) months
following the termination of Employee's employment hereunder for
any reason, Employee shall not directly or indirectly solicit the
business of any then current customer of the Bank, regardless of
whether or not Employee was responsible for generating such
customer's business for the Bank. This restriction shall apply to
both loan customers and depositors of the Bank.
Employee hereby agrees that the duration of the anticompetitive
covenant set forth herein is reasonable, and its geographic scope
is not unduly restrictive.
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17. Remedies for Breach.
(a) Arbitration: The Parties agree that, except for the specific
remedies for injunctive relief as contained in Section 17(b) and
other equitable relief, any controversy or claim arising out of
or relating to this Agreement, or any breach thereof, including,
without limitation, any claim that this Agreement or any portion
thereof is invalid, illegal or otherwise voidable, shall be
submitted to binding arbitration before and in accordance with
the Rules of the American Arbitration Association and judgment
upon the determination and/or award of such arbitrator may be
entered in any court having jurisdiction thereof; provided,
however, that this clause shall not be construed to permit the
award of punitive damages to either Party. The prevailing Party
to said arbitration shall be entitled to an award of reasonable
attorney's fees. The venue for arbitration shall be in Columbia
County, Florida.
(b) Injunctive Relief: The Parties acknowledge and agree that the
services to be performed by Employee are special and unique and
that money damages cannot fully compensate the Bank in the event
of Employee's violation of the provisions of Section 16 of this
Agreement. Thus, in the event of a breach of any of the
provisions of such Section, Employee agrees that the Bank, upon
application to a court of competent jurisdiction, shall be
entitled to an injunction restraining Employee from any further
breach of the terms and provision of such Section. Should the
Bank prevail in an action seeking an injunction restraining
Employee, Employee shall pay all costs and reasonable attorneys'
fees incurred by the Bank in and relating to obtaining such
injunction. Such injunctive relief may be obtained without bond
and Employee's sole remedy, in the event of the entry of such
injunction, shall be the dissolution of such injunction. Employee
hereby waives any and all claims for damages by reason of the
wrongful issuance of any such injunction.
(c) Cumulative Remedies: Notwithstanding any other provision of
this Agreement, the injunctive relief described in Section 17(b)
herein and all other remedies provided for in this Agreement
which are available to the Bank as a result of Employee's breach
of this Agreement, are in addition to and shall not limit any and
all remedies existing at or in equity which may also be available
to the Bank.
18. Assignment. This Agreement shall inure to the benefit of and
be binding upon the Employee, and to the extent applicable, his heirs, assigns,
executors, and personal representatives, and to the Bank and the Corporation,
and to the extent applicable, their successors, and assigns, including, without
limitation, any person, partnership, or corporation which may acquire all or
substantially all of the Bank's or the Corporation's assets and business, or
with or into which the Bank or Corporation may be consolidated or merged, and
this provision shall apply in the event of any subsequent merger, consolidation,
or transfer, unless such merger or consolidation or subsequent merger or
consolidation is a transaction of the type which would result in termination
under Sections 10(c) and 10(d) herein.
19. Miscellaneous.
(a) Amendment of Agreement: Unless as otherwise provided herein,
this Agreement may not be modified or amended except in writing
signed by the Parties.
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(b) Certain Definitions: For purposes of this Agreement, the
following terms whenever capitalized herein shall have the
following meanings:
(i) "Person" shall mean any natural person,
corporation, partnership (general or
limited), trust, association or any other
business entity.
(ii) "Attorneys' Fees" shall include the legal
fees and disbursements charged by attorneys
and their related expenses, court costs,
paralegal fees, etc. incurred in settlement,
trial, appeal or in bankruptcy proceedings.
(c) Headings for Reference Only: The headings of the Sections and
the Subsections herein are included solely for convenient
reference and shall not control the meaning of the interpretation
of any of the provisions of this Agreement.
(d) Governing Law/Jurisdiction: This Agreement shall be construed
in accordance with and governed by the laws of the State of
Florida. Any litigation involving the Parties and their rights
and obligations hereunder shall be brought in the appropriate
court in Columbia County, Florida.
(e) Severability: If any of the provisions of this Agreement
shall be held invalid for any reason, the remainder of this
Agreement shall not be affected thereby and shall remain in full
force and effect in accordance with the remainder of its terms.
(f) Entire Agreement: This Agreement and all other documents
incorporated or referred to herein, contain the entire agreement
of the Parties and there are no representations, inducements or
other provisions other than those expressed in writing herein.
This Agreement amends, supplants and supersedes any and all prior
agreements between the Parties.
(g) Waiver: No course of conduct by the Parties and no delay or
omission of any Party to exercise any right or power given under
this Agreement shall: (i) impair the subsequent exercise of any
right or power, or (ii) be construed to be a waiver of any
default or any acquiescence in or consent to the curing of any
default while any other default shall continue to exist, or be
construed to be a waiver of such continuing default or of any
other right or power that shall theretofore have arisen. Any
power and/or remedy granted by law and by this Agreement to any
Party hereto may be exercised from time to time, and as often as
may be deemed expedient. All such rights and powers shall be
cumulative to the fullest extent permitted by law.
(h) Pronouns: As used herein, words in the singular include the
plural, and the masculine include the feminine and neuter gender,
as appropriate.
(i) Recitals: The Recitals set forth at the beginning of this
Agreement shall be deemed to be incorporated into this Agreement
by this reference as if fully set forth herein, and this
Agreement shall be interpreted with reference to and in light of
such Recitals.
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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as
of the day and year first written above.
EMPLOYEE PEOPLES STATE BANK
/s/ Xxxxxx X. Small By: /s/ X. X. Xxxxxx
------------------------- --------------------------
Xxxxxx X. Small, Employee X.X. Xxxxxx,
Chairman of the Board and
Acting Chief Executive Officer
and President
/s/ Xxxxx Xxxxxx /s/ Xxxxxx Xxxx
------------------------- ---------------------------
Witness Witness
PSB BANCGROUP, INC.
By: /s/ Xxxxxx X. Xxxxxxx
---------------------------
Xxxxxx X. Xxxxxxx,
President and Chief Executive
Officer
/s/ Xxxxxx Xxxx
----------------------------
Witness
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