EXHIBIT 10.20
STATE OF GEORGIA
COUNTY OF MUSCOGEE
RETIREMENT AGREEMENT
THIS AGREEMENT is made and entered into effective as of the 1st day of
January 1997, by and among XXX X. XXXXXXX, an individual resident of the State
of Georgia ("Xxxxxxx"), SYNOVUS FINANCIAL CORP., a business corporation
organized and existing under the laws of the State of Georgia ("Synovus"), and
COMMERCIAL BANK, a banking corporation organized and existing under the laws of
the State of Georgia ("Commercial Bank");
WITNESSETH:
WHEREAS, Xxxxxxx has decided to retire from his position as an employee
of Synovus, effective December 31, 1996; and
WHEREAS, Synovus and Commercial Bank desire to retain the services of
Xxxxxxx after such retirement;
NOW, THEREFORE, for and in consideration of the mutual covenants and
agreements set forth herein, Xxxxxxx, Synovus and Commercial Bank, intending to
be legally bound, do hereby agree as follows:
Section I
SERVICES TO BE PROVIDED
1.1 Xxxxxxx shall continue to serve as a director and Chairman of the
Board of Directors of Commercial Bank from the effective date of this Agreement
through January 1, 2002. While Chairman of Commercial Bank, Xx. Xxxxxxx will
continue to maintain and develop business relationships on behalf of Commercial
Bank and will continue his involvement in the community on behalf of Commercial
Bank. Synovus and Commercial Bank will re-evaluate Beverly's continued service
as a director and as Chairman of Commercial Bank at the expiration of this
five-year period. As of the date of this Agreement, it is Beverly's desire to
remain affiliated with Commercial Bank indefinitely.
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1.2 Xxxxxxx will remain as a member of the Board of Directors of
Synovus until the expiration of his current term, which will expire at the 1999
Synovus Annual Shareholder's Meeting. At the expiration of his current term,
Beverly's continued service as a member of the Board of Directors of Synovus
will be re-evaluated. During Beverly's tenure as a member of the Board of
Directors of Synovus, Xxxxxxx agrees to be available to provide such consulting
and advisory services as may be requested from time to time by the Chairman of
the Board of Directors of Synovus.
1.3 Xxxxxxx will serve as a member of the Boards of Directors of the
Tallahassee State Bank and the Quincy State Bank during his tenure as Chairman
of Commercial Bank. Xxxxxxx will resign from the Boards of Directors of
Tallahassee State Bank and Quincy State Bank if requested by Synovus upon its
determination that Beverly's continued service in such positions is inconsistent
with Synovus' management and/or ownership of such banks.
1.4 During Beverly's term as Chairman of Commercial Bank hereunder,
Xxxxxxx will not provide services of any sort to, or assist in any way, with or
without compensation, any financial institution (including, but not limited to,
a bank and/or a bank holding and/or a savings and loan association and/or a
savings and loan association holding company) that competes with Synovus,
Commercial Bank, or any affiliate or subsidiary of Synovus or Commercial Bank
without the prior written permission of the Chairman or President of Synovus,
which permission will not be unreasonably withheld. Xxxxxxx shall be free to
provide consulting or other services to any financial institution that does not
compete with Synovus, Commercial Bank or any affiliate or subsidiary of Synovus
or Commercial Bank. For purposes of this Agreement, the term "compete" means
providing consulting or other services to a financial institution having a place
of business in any county of any state in which county Synovus, Commercial Bank
or any affiliate or subsidiary of Synovus or Commercial Bank then has an office.
Section II
COMPENSATION
2.1 During Beverly's tenure as Chairman of Commercial Bank, Commercial
Bank agrees to pay Xxxxxxx an annual fee for his community involvement and
business development services. This fee will be equal to the FICA taxable base
($62,700 for 1996) for the year in which services are provided. This annual fee
will be payable on a monthly basis in twelve equal installments (would be
monthly
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installments of $5,225 for 1996) less any applicable state and federal
withholding taxes and less applicable employee FICA taxes (Commercial Bank will
pay applicable employer FICA taxes), unless otherwise agreed by Xxxxxxx and
Commercial Bank. If the FICA taxable wage base is subsequently repealed, the fee
will be capped at the FICA taxable wage base amount immediately prior to repeal.
2.2 Synovus agrees to reimburse Commercial Bank for $24,000 of the
annual fee paid to Xxxxxxx pursuant to Section 2.1 of this Agreement each year,
with such amount representing the services being provided by Xxxxxxx on behalf
of Synovus.
2.3 Commercial Bank will pay Beverly's and his spouse's premiums (both
employee and employer premiums) for coverage under the Synovus Retiree Health
Plan (Health Plan) as long as Xxxxxxx or his spouse is eligible for coverage
under the Health Plan. The premiums paid by Commercial Bank shall be tax-free to
Xxxxxxx and his spouse. In the event Commercial Bank is unable to pay Beverly's
premiums on a tax-free basis, Commercial Bank agrees to gross-up such premiums
for taxes so that Xxxxxxx would be in the same position as if the premiums were
paid on a tax-free basis. Xxxxxxx will not participate in other employee benefit
plans including, without limitation, profit sharing, pension, 401(k), stock
purchase and health and welfare plans.
2.4 As an employee of Synovus, Xxxxxxx will receive a long-term
incentive award (in the form of restricted stock and stock options) for 1996 in
accordance with the Synovus 1994 Long-Term Incentive Plan. Although Xxxxxxx will
not receive future grants of long-term incentive awards after 1996, Xxxxxxx will
continue to vest in all such awards made prior to 1997 during his tenure as
Chairman of Commercial Bank.
2.5 As a member of the Boards of Directors of Synovus, Commercial Bank,
Tallahassee State Bank and Quincy State Bank, Xxxxxxx will continue to receive
director's retainer fees, attendance fees and committee attendance fees in
addition to all other compensation set forth in this Agreement. Xxxxxxx will be
paid committee fees at Commercial Bank in accordance with present policies.
2.6 During his tenure as Chairman of Commercial Bank, Xxxxxxx will have
the use of an automobile and a cellular telephone at the expense of Commercial
Bank. Xxxxxxx agrees to reimburse Commercial Bank for personal telephone calls
and to pay
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taxes for the personal use of the automobile in accordance with Internal Revenue
Service rules and regulations.
2.7 During his tenure as Chairman of Commercial Bank, Xxxxxxx will be
reimbursed by Commercial Bank for all reasonable business development expenses
he incurs. Reasonable business development expenses includes, without
limitation, dues to the National Trust of Historic Preservation, Georgia Trust
for Historic Preservation, Thomasville Rod & Gun Club, Duck Haven Gun Club and
Xxxx Xxxxx Country Club as well as unreimbursed expenses incurred by Xx. Xxxxxxx
in attending State of Georgia Department of Natural Resources meetings.
2.8 Synovus will reimburse Xxxxxxx the expenses of preparing Beverly's
1996 Federal and State income tax returns (that will be prepared in 1997) in
accordance with the past arrangements for such services.
2.9 During his tenure as Chairman of Commercial Bank, Xxxxxxx will
continue to maintain his present office in Thomasville, Georgia unless and until
needed by Synovus or Commercial Bank. In the event Synovus or Commercial Bank
needs Beverly's present office, Xxxxxxx will be provided another office in
Thomasville, Georgia for the remainder of his tenure as Chairman of Commercial
Bank. In addition, Xxxxxxx will be provided with access to (but not the
exclusive services of) a secretary by Commercial Bank during his tenure as
Chairman of Commercial Bank.
Section III
CHANGE OF CONTROL AGREEMENT
3.1 The Change of Control Agreement by and between Synovus and Xxxxxxx
effective as of January 1, 1996 ("Control Agreement") is hereby terminated in
its entirety effective January 1, 1997 except that, in the event of a Change of
Control as defined in Section 2 of the Control Agreement, the definition of
which is incorporated herein by this reference, Company agrees that Company's
financial obligation to provide retiree health benefits under Section 2.3 of
this Agreement and to pay deferred compensation to Xxxxxxx pursuant to Section
IV of this Agreement will be paid to Xxxxxxx irrespective of whether Xxxxxxx
provides services after his initial term as Chairman of Commercial Bank and as a
Director of Synovus under Section I of this Agreement.
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Section IV
EMPLOYMENT AGREEMENT
4.1 Beverly's employment under that certain Employment Agreement
entered into on the 15th day of January 1979, by and among Xxxxxxx and Synovus,
as amended (the "Employment Agreement"), is hereby terminated as of December 31,
1996. The parties hereto agree that such termination shall be deemed a voluntary
termination so that the deferred compensation provisions of Paragraph
III(C)(iii) of the Employment Agreement shall apply in accordance with the terms
thereof. In consideration of the covenants and obligations set forth herein, the
parties hereto agree that the obligations and covenants of Xxxxxxx under
Paragraph VI of the Employment Agreement are hereby cancelled, except as set
forth in Section 7.6 of this Agreement.
Section V
DEATH OR DISABILITY
5.1 Beverly's engagement and all of Company's financial obligations
under this Agreement (excluding the deferred compensation provisions of
Paragraph III(C)(iii) of the Employment Agreement) shall terminate upon
Beverly's death or total and permanent disability, except that Company's
obligation to pay Xxxxxxx (or Beverly's surviving spouse's) retiree health
premiums under Section 2.3 of this Agreement shall continue notwithstanding
Beverly's death or total and permanent disability. For purposes of this
Agreement, the term "total and permanent disability" shall mean the substantial
physical or mental inability of Xxxxxxx to fulfill his duties under this
Agreement as certified to in writing by two (2) competent physicians practicing
in Thomasville, Georgia, one of whom shall be selected by the Chairman of
Synovus and the other of whom shall be selected by Xxxxxxx or his duly appointed
guardian or legal representative.
Section VI
CONFIDENTIALITY
6.1 Xxxxxxx agrees that during the term of his engagement under this
Agreement, and as long as he is receiving benefits or payments hereunder, he
will not disclose any secret or confidential information of Synovus, Commercial
Bank and
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any affiliate or subsidiary of Synovus or Commercial Bank, with such information
including, without limitation, existing or potential customers or accounts, and
the terms and provisions of the relationships of such customers and accounts, of
Synovus, Commercial Bank and their affiliates and subsidiaries. Xxxxxxx also
agrees not to solicit the business of any existing or potential customers or
accounts of Synovus, Commercial Bank and their affiliates and subsidiaries on
behalf of any financial institution (other than Synovus, Commercial Bank, and
their affiliates and subsidiaries) during the term of his engagement under this
Agreement and as long as he is receiving benefits or payments hereunder.
Section VII
MISCELLANEOUS
7.1 Governing Law. This Agreement shall be governed by and interpreted
under the laws of the State of Georgia without regard to its conflict or choice
of law provisions.
7.2 Notices. All notices or other communications required or permitted
hereunder or necessary and convenient in connection herewith shall be in writing
and delivered in person or by express delivery service or postage prepaid
first-class mail, return receipt requested, to the following addresses:
If to Xxxxxxx:
Xx. Xxx X. Xxxxxxx
0000 Xxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
If to Synovus:
Synovus Financial Corp.
P. O. Xxx 000
Xxxxxxxx, XX 00000
If to Commercial Bank:
Commercial Bank
P. O. Xxx 000
Xxxxxxxxxxx, XX 00000
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or to such other addresses as Xxxxxxx, Synovus or Commercial Bank may designate
by notice to the other parties hereto in the manner set forth in this Section
VII.
7.3 Entire Agreement. This Agreement sets forth the entire agreement of
the parties hereto with respect to the subject matter hereof and may not be
changed or amended except upon written amendment executed by the parties hereto.
7.4 Assignment. All of the terms and provisions of this Agreement shall
be binding upon and inure to the benefit of and be enforceable by the respective
heirs, representatives, successors and assigns of the parties hereto, except
that the duties and responsibilities of Xxxxxxx hereunder shall not be
assignable in whole or in part by Xxxxxxx.
7.5 Counterparts. This Agreement may be executed in two or more
counterparts, each of which, when executed, shall be deemed an original
instrument.
7.6 Early Termination. Xxxxxxx shall have the right to terminate this
Agreement at any time by providing 30 days prior written notice of such
termination to Synovus and Commercial Bank. In the event of the early
termination of this Agreement, all of Beverly's obligations under Section I of
this Agreement shall terminate and all of the obligations of Synovus and
Commercial Bank to make payments and provide benefits to Xxxxxxx under Sections
II and III of this Agreement shall also terminate as of the effective date of
the Agreement's termination. Notwithstanding the foregoing, Company's obligation
to pay Xxxxxxx deferred compensation pursuant to Section IV of this Agreement
will continue in the event of the early termination of this Agreement; provided,
however, that Xxxxxxx agrees to abide by the covenant set forth in Paragraph
VI(a) of the Employment Agreement (provided that such covenant shall only apply
to any financial institution having a place of business in any county of any
state in which county Synovus, Commercial Bank or any affiliate or subsidiary of
Synovus or Commercial bank then has an office) during the period of time he
receives deferred compensation pursuant to the Employment Agreement, unless
Xxxxxxx receives the prior written permission of the Chairman or President of
Synovus to violate such covenant, which permission will not be unreasonably
withheld.
7.7 Amendment. This Agreement may be amended only in a written
agreement signed by each party hereto.
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IN WITNESS WHEREOF, Synovus and Commercial Bank have caused this
Agreement to be executed on their behalf and Xxxxxxx has hereunto set his hand
and seal, as of the day and year first above written.
SYNOVUS FINANCIAL CORP.
By: /s/X. Xxxxxxx Xxxxxxxx, III
Name: X. Xxxxxxx Xxxxxxxx, III
Title: Senior Executive Vice President
COMMERCIAL BANK
By: /s/Xxxxxxxxx X. Xxxxxxxxx
Name: Xxxxxxxxx X. Xxxxxxxxx
Title: President
/s/Xxx X. Xxxxxxx (L.S.)
Xxx X. Xxxxxxx
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