EXHIBIT 10.1
WEST GEORGIA
NATIONAL BANK
May 30, 2002
X. Xxxxxxxx Xxxxxx
000 Xxxxx Xxxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxx 00000
RE: WEST GEORGIA NATIONAL BANK (THE "BANK") AND WGNB CORP. (THE
"HOLDING COMPANY") (TOGETHER, "WGNB") EMPLOYMENT OF X.
XXXXXXXX XXXXXX ("EMPLOYEE")
Dear Xx. Xxxxxx:
The purpose of this letter is to set forth the new terms upon which
WGNB agrees to employ you and under which you agree to be employed at WGNB. In
that regard, please consult the agreement between you and WGNB dated September
10, 1996 ("Original Agreement').
This letter shall be treated as an amendment to that Original
Agreement pursuant to its terms. The Original Agreement shall remain in full
force and effect, except as amended below:
1. EMPLOYMENT AND DUTIES. You are the Chief Executive Officer of
the Bank and President and Chief Executive Officer of the Holding Company.
2. TERM. This Agreement shall commence on the date hereof and
shall continue in full force and effect for three years (3) years and shall
automatically be renewed for consecutive three (3) year terms on each third
anniversary thereafter without further action by the parties unless and until
(i) terminated by either party in accordance with Section 17 of the Original
Agreement or (ii) notice of non-renewal is sent to any party by the other party
within 90 days of each third anniversary hereunder.
14. COVENANT NOT TO COMPETE
14.1 UNCHANGED.
14.1.1. UNCHANGED
14.1.2. WGNB does business in Xxxxxxx County, Georgia and Xxxxxxx
County, Georgia and Employee performs the duties described in Section 1 of the
Original Agreement and this Amendment throughout Xxxxxxx County, Georgia and
Xxxxxxx County, Georgia. Employee has established business relationships and
performs the duties described in Section 1 the Original Agreement and this
Amendment in the geographic area covered by Xxxxxxx County, Georgia and Xxxxxxx
County, Georgia.
14.1.3 DELETED.
14.2 Employee covenants and agrees that for a period of two (2) years
after the termination of his employment with WGNB and the Bank for either (i)
Cause, or (ii) if Employee resigns for any reason other than in connection with
a Change in Control as defined in Section 19.1 of the Original Agreement or
other than pursuant to Section 17.2 of the Original Agreement, Employee shall
not directly or indirectly, as principal, agent, trustee, consultant or through
the agency of any corporation, partnership, association, trust or other entity
or person, on Employee's own behalf or for others, provide the duties described
in Section 1 of this Agreement for any entity or person conducting the Business
of WGNB within Xxxxxxx County, Georgia and Xxxxxxx County, Georgia.
14.3 DELETED.
18. NOTICE.
The "Copy" notice for WGNB is changed to Xxxx X. Xxxx, Xxxx Xxxxxxxx
Xxxxxxxx & Xxxxxx, LLP; 000 Xxxxxxxxx Xxxxxx X.X.; Xxxxx 0000; Xxxxxxx, Xxxxxxx
00000.
The "Copy" notice for Employee is DELETED.
19. SEVERANCE; CHANGE IN CONTROL.
19.2 DELETED.
19.3 Subject to the terms and conditions of the Original Agreement,
following a Change in Control of WGNB, Employee shall receive the following
additional compensation in consideration for the services to be provided on
behalf of WGNB as set forth herein:
19.3.1 WGNB and the Bank shall pay Employee, a lump sum cash payment
in an amount equal to three times the Employee's annual compensation from WGNB
and the Bank, including salary, bonuses, all perquisites, and all other forms
of compensation paid to Employee for his benefit or the benefit of his family,
however characterized, for the fiscal year ended immediately preceding the date
of a Change in Control of WGNB ("Employee's Annual Compensation"). The payment
provided for in this Section 19.3.1 shall be due and payable to Employee within
thirty (30) days after the date of Termination of Employment.
In addition, WGNB and the Bank shall pay Employee's full base salary
through the date of Termination of Employment at the rate in effect at the time
of Termination of Employment; plus any other amounts to which Employee is
entitled under any compensation plan of WGNB and the Bank at the time such
payments are due.
If you agree with the terms of this letter, please signify by signing
below.
EXHIBIT A shall now be treated as reading as follows:
EXHIBIT "A"
(Compensation to Employee)
X. XXXXXXXX XXXXXX
Base Salary: $142,856 for year ending December 31, 2002
Raises to be determined each year by Board of Directors
Bonus Plan:
Corporate profit sharing/bonus plan shared by all staff members Bonus and Stock
Option Agreement dated May 11, 1993, as amended.
Perquisites:
Board and Board Committee fees
Automobile and related expenses
Health insurance on same basis as other employees, plus, to the extent not
covered by insurance, an annual physical examination
Long term disability income plan on same basis as other employees
Life and accidental death insurance to the fullest extent permitted under
WGNB's benefit plan then in force, plus coverage on each dependent, with option
to purchase additional coverage on dependents on same basis as other employees
Participation in 401k plan on same basis as other employees Four (4) weeks paid
vacation per year
Home computer with telephone line
Home security alarm monitoring and maintenance
Sunset Hills Country Club membership
Carrollton City Club membership
Other:
Membership in civic clubs
Continued participation in WGNB Incentive Stock Option Plan and similar plans
subsequently adopted.
If these terms accurately reflect our agreement, please signify by signing
below.
Sincerely,
West Georgia National Bank WGNB Corp.
By:/s/ Xxxxxxx X. Xxxxxx By: /s/ Xxxxxxx X. Xxxxxx
Its: President Its: EXECUTIVE VICE PRESIDENT
Xxxxxx to and accepted, this 17th day of June, 2002.
/s/ X. Xxxxxxxx Xxxxxx
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X. Xxxxxxxx Xxxxxx
