EXHIBIT 10.30
Employment Agreement between
Xxxx Xxxxx Xxxx and
The Xxxxx National Bank
dated January 21, 1997
January 21, 1997
Xx. Xxxx Xxxx
0000 Xxxxxx Xxxxx
Xxxxx Xxxxx, XX 00000
Dear Xx. Xxxx:
Please accept this letter as The Xxxxx National Bank's (the "Bank") offer
to employ you as the Bank's Senior Vice President, Lending. As the Senior Vice
President, Lending, you will be responsible for the overall management and
operation of the Bank's loan department including compliance with all applicable
regulations. All employees of the department shall report to you and shall
report to the CEO of the Bank.
The base compensation for the performance of your duties shall be a salary
of $ 99,500.00 per annum, payable in cash in accordance with the Bank's normal
payroll practices. Such compensation shall be reviewed annually by the CEO and
the Personnel Committee of the Board of Directors. In addition, you shall be
eligible to receive annual or other bonuses at the sole discretion of the Board
of Directors of the Bank. You shall also participate in any plan that the Bank
maintains for the benefit of its executive employees relating to profit sharing,
retirement benefits, medical insurance and other group benefits including
disability and life insurance. Enclosed herewith is a summary of the Bank's
current package of benefits for which you would qualify as the Bank's Senior
Vice President, Lending.
Further, you will be an important member of the management of the Bank upon
whose services the Bank will depend for its future growth and prosperity. As
such, in the event of any actual or proposed change in control of the Bank or
its parent, Xxxxxxx Xxxxx National Bancorp, Inc. (the "Company"), which has not
been approved by a majority of the continuing directors then in office, you
shall be entitled to receive a lump sum payment equal to one year's base salary.
Change in control means:
(a) when the Company or the Bank acquires actual knowledge that any person,
other then an employee benefit plan established or maintained by the Company or
the Bank, is or becomes the beneficial owner directly or indirectly, or record
owner of securities of the Company representing 20% or more of the combined
voting power of the Company's then outstanding securities;
(b) upon the first purchase of the Company's common stock pursuant to a tender
or exchange offer (other then a tender or exchange made by an employee benefit
plan established or maintained by the Company or the Bank);
(c) upon the approval by the Company's stockholders of (1) a merger or
consolidation of the Company with or into another corporation (other than a
merger or consolidation the definitive agreement for which provides that at
least two-thirds of the directors of the surviving or resulting corporation
immediately after the transaction are continuing Directors), (2) a sale or
disposition of all or substantially all of the Company's assets, or (3) a plan
of liquidation or dissolution of the Company;
(d) if during any period of two consecutive years, individuals who at the
beginning of such period constitute the Board of Directors of either the Company
or the Bank (the "continuing Directors") cease for any reason to constitute at
least two-thirds thereof;
(e) upon a sale of (1) common stock of the Bank if after such sale any person,
other than an employee benefit plan established or maintained by the Company or
the Bank, owns a majority of the Bank's common stock or (2) all or substantially
all of the Bank's assets; or
(f) any other agreement, happening or device which has substantially the same
effect on control of the Company or the Bank as any of the foregoing.
If after any such event there is a reduction in your compensation,
benefits, responsibilities, authority or functions which is deemed materially
adverse by you, you may choose to consider yourself as being terminated and
entitled to the foregoing lump sum payment.
While you are employed by the Bank, the Bank may, after written notice to
you, terminate your employment for "Just Cause." Termination for "Just Cause"
shall include termination because of personal dishonesty, breach of fiduciary
duty involving personal profit, willful failure to perform stated duties or
willful violation of any law, rule or regulation.
The Bank and its Board of Directors look forward to your joining our
management. Please confirm for me your acceptance of the position as the Bank's
Senior Vice President, Chief Lender commencing no later than February 10, 1997.
Sincerely,
Xxxxxxx Xxxxx Xxxx
Chairwoman & CEO
ACCEPTED JANUARY ___, 1997:
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Xxxx Xxxx
