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EXHIBIT 10.17
EMPLOYMENT CONTRACT
THIS Agreement is made and entered into by and between
Franklin Financial Corporation, a Tennessee corporation, with an address for the
purposes of this Agreement of Public Square, Xxxxxxxx, Xxxxxxxxx 00000
(hereinafter referred to as "Employer") and Xxxxxx X. Xxxxx, with an address for
the purposes of this Agreement of 000 Xxxxxxxxxx Xxxxx, Xxxxxxxx, Xxxxxxxxx
00000 (hereinafter referred to as "Employee"), and is entered into pursuant to
the following terms, conditions and provisions:
W I T N E S S E T H:
WHEREAS, Employer, in 1989, organized and caused to be
chartered a new national banking association known as Franklin National Bank
which is currently operating in Xxxxxxxxxx County, Tennessee with headquarters
on the Public Square in Franklin, Tennessee (hereinafter referred to as the
"Bank"); and
WHEREAS, Employee was instrumental in the organization of the
said Bank; and
WHEREAS, Employer has employed Employee as Working Chairman of
the Bank since its inception pursuant to an Employment Contract effective as of
December 1, 1989 (the "Original Employment Contract"); and
WHEREAS, the parties wish to continue Employee's employment,
replace the Employment Contract effective as of January 1, 1995, and provide for
the terms and conditions of Employee's employment by the Corporation through
this Employment Contract as hereinafter more particularly recited below;
NOW THEREFORE, in consideration of the above recited premises
and the mutual covenants and agreements set forth herein, the parties hereby
agree as follows:
SECTION 1.
RELATIONSHIP ESTABLISHED AND DUTIES
(a) Employer hereby employs Employee, and appoints Employee as
Working Chairman of the Bank. Employee shall devote whatever time, attention,
efforts, and energies are deemed necessary and appropriate in the discretion of
Employee to perform the services and duties associated with the appointed
position of Working Chairman as from time to time may prove necessary. Subject
to the terms and conditions hereof, Employee will perform such duties and
exercise such authority as are customarily performed and exercised by persons
holding the offices of Chairman, and which shall be subject to the general
supervision of the Board of Directors of the Bank, exercised in good faith in
accordance with the standards of reasonable commercial judgement.
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(b) Employee shall serve on the Board of Directors of the Bank
and as a member of its Executive Committee, subject to the terms hereof.
(c) Employee accepts such employment, and shall cause to be
devoted to said employment such time, attention, efforts as are deemed necessary
and appropriate by Employee from time to time in the performance of his duties
herein specified and as an officer and director of the Bank and will not accept
employment with any other individual, corporation, partnership, governmental
authority or other entity or engage in any other venture for profit which
Employer may consider to be in competition with the Bank, or which may conflict
with the best interests of the Bank or interfere in any way with Employee's
performance of his duties hereunder.
SECTION 2.
TERMS OF EMPLOYMENT
Employment under this Agreement shall commence retroactively
as of January 1, 2000. Following commencement of employment hereunder, said term
shall continue for five (5) years unless such is terminated pursuant to the
terms hereof or by the first to occur of the conditions to be stated
hereinafter. The term hereof shall automatically be extended for one (1)
additional year unless Employer gives written notice to terminate at the date
specified in such notice. The term previously stated notwithstanding this
Agreement shall be terminated by the earlier to occur of any of the following:
(a) the death of Employee;
(b) the complete disability of Employee. "Complete disability"
as used herein, shall mean the inability of Employee, due to illness, accident
or any physical or mental incapacity, to perform the services provided for
hereunder for an aggregate of sixty (60) days within any period of 120
consecutive days during the term hereof;
(c) the discharge of Employee by Employer of Bank for cause.
"Cause" as used herein shall mean (i) such negligence or misconduct as shall
constitute, as a matter of law, a breach of the covenants and obligations of
Employee hereunder, (ii) failure or refusal of Employee to comply with the
provisions of this Agreement, or (iii) Employee being charged by any duly
constituted law enforcement agency or authority with a crime involving moral
turpitude. Provided, however, disability because of illness or accident or any
other physical or mental disability shall not constitute a basis for discharge
for cause.
Termination of Employee's employment shall constitute a tender
by Employee of his resignation as an officer of the Bank.
In the event of termination of Employee's employment pursuant
to the provisions hereof, Employer or Bank shall pay Employee the compensation
provided in Section 3 hereof to the effective date of termination and none of
the parties hereto shall
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thereafter have any further obligation hereunder except as otherwise
specifically provided herein. Under no circumstances shall the timing and manner
of the payment of such compensation under Section 3 be accelerated by
termination of Employee's employment hereunder.
SECTION 3.
COMPENSATION
For all services which Employee may render to Employer during
the term hereof, including service on the Board of Directors and Executive
Committee of the Bank, Employer or Bank shall pay to Employee, subject to such
deductions as may be required by law:
(a) Base Salary. Employee shall be paid an annual salary of
Two Hundred Thousand ($200,000.00) Dollars (the "Base Salary") beginning on the
commencement date of this Agreement as noted in Section 2, payable in arrears in
equal semi-monthly installments for the first full twelve months of this
Agreement.
(b) Salary Adjustments. Beginning January 1, 2001, and on
January 1st of each year thereafter during the term of this Agreement,
Employee's Base Salary shall be adjusted by a factor of five percent (5%).
SECTION 4.
OTHER BUSINESS
During the term of his employment hereunder, Employer or Bank
shall furnish the Employee (i) an automobile (ii) group, health and hospital
insurance covering Employee; (iii) long term disability insurance with benefits
of Fifty-five Thousand ($55,000.00) Dollars per year; (iv) a term life insurance
policy or policies providing for death benefits of Five Hundred Thousand
($500,000.00) Dollars in the aggregate, of which one-half ($250,000.00) shall be
payable to Employer or Bank (provided, however, if term life insurance is not
available as standard premium rates because of Employee's health, the aggregate
death benefits may be reduced to the amount of coverage that can be purchased on
a health rated basis in exchange for an amount of money equal to the premium, at
standards rates, for $500,000.00 of coverage); (v) payment of membership dues at
two (2) social, business, or civic clubs to which Employee belongs or joins
after initiating employment hereunder, as long as such memberships advance the
business of the Bank; and (vi) participation in any pension plans, or retirement
benefit plans initiated by Employer or by Bank, with Employee's participation
therein to be consistent with the comparative level of base salary paid Employee
in comparison to the levels paid other officers, at the time of initiation of
said plan or program.
SECTION 5.
STOCK OPTIONS
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Employer and Employee have agreed that, annually, by the end
of each calendar year while this Agreement is in effect, Employee will be
granted options to purchase shares of Employer stock as determined hereinafter.
Said options may be granted under the Employer's Qualified Stock Option Plan
(the "Qualified Option Plan") as approved by Employer's shareholders (the
"Qualified Options"). Qualified Options granted shall enable Employee to
purchase Employer shares at an option price equal to 110% of the market value of
Employer's stock (as reasonably determined in good faith by Employer's Board of
Directors using such market data as they, in their sole judgement, shall deem
appropriate) as of the date the options are granted (the "Market Value"). Thus,
the purchase price under the Qualified Options shall be the Market Value times
1.10 (the "Purchase Price"). Qualified Options shall be exercisable at any time
for a period of five years from the date of grant. Non-Qualified Options shall
enable Employee to purchase Employer shares at an option price equal to the
market value of Employer's stock (as reasonably determined in good faith by
Employer's Board of Directors using such market data as they, in their sole
judgement, shall deem appropriate) as of the date the options are granted (the
"Market Value") per share at any time for a period of fifteen years from the
date of grant. Employee shall have the discretion to choose Qualified Options,
Non-Qualified Options or a combination thereof but only within the parameters
set herein. Qualified Options with an aggregate Purchase Price of up to but not
exceeding $100,000 may be granted annually (the "Qualified Option Maximum"). If
sufficient shares are not available under the Qualified Option Plan to grant the
number of Qualified Options requested by Employee (which shall not exceed the
Qualified Option Maximum) then Non-Qualified Options for all such shares as are
available thereunder shall be granted to Employee.
SECTION 6.
EXPENSES
Upon presentation of Employer or Bank of expense reports in
sufficiently detailed form to comply with standards for deductibility of
business expenses established from time to time by the Internal Revenue Service,
Employer or Bank will reimburse Employee for such reasonable business expenses
incurred by Employee in connection with performance of his duties hereunder.
Such deductible business expenses shall include, but not be limited to, dues of
social and dining clubs, and travel and entertainment expenses.
SECTION 7.
WAIVER OF PROVISIONS
Failure of any of the parties to insist, in one or more
instances, on performance by the other, in strict accordance with the terms and
conditions of this Agreement shall not be deemed a waiver or relinquishment of
any right granted hereunder or of the future performance of any such term or
condition or of any other term or
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condition of this Agreement, unless such waiver is contained in writing signed
by or on behalf of all parties.
SECTION 8.
GOVERNING LAW
This Agreement shall be governed by and construed and enforced
in accordance with the laws of the State of Tennessee. If for any reason any
provision of this Agreement shall be held by a court of competent jurisdiction
to be void or unenforceable, the same shall not affect the remaining provisions
thereof.
SECTION 9.
MODIFICATION AND AMENDMENT
This Agreement contains the sole and entire agreement among
the parties hereto and supersedes all prior discussions and agreements among the
parties and any such prior agreements shall, from and after the date hereof, be
null and void. This Agreement shall not be modified or amended except by an
instrument in writing signed by or on behalf of the parties hereof.
SECTION 10.
HEADINGS
The headings set out herein are for convenience or reference
and shall not be deemed part of this Agreement.
SECTION 11.
CONTRACT NONASSIGNABLE
This Agreement may not be assigned or transferred by any party
hereto, in whole or in part, without prior written consent of the other.
SECTION 12.
NOTICES
All notices required or permitted to be given under this
Agreement shall be given by certified mail, return receipt requested, to the
parties as the following addresses or to such other addresses as either may
designate in writing to the other party;
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If to Employer:
Franklin Financial Corporation
000 Xxxxxx Xxxxxx
Xxxxxxxx, XX 00000
If to Employee:
Xx. Xxxxxx Xxxxx
000 Xxxxxxxxxx Xxxxx
Xxxxxxxx, XX 00000
SECTION 13.
BINDING EFFECT
The provisions of the Agreement shall be binding upon and
inure to the benefit of both parties and their respective successors and
assigns.
IN WITNESS WHEREOF, FRANKLIN FINANCIAL CORPORATION on behalf
of itself and on behalf of Franklin National Bank by and through its duly
authorized officer, and XXXXXX X. XXXXX have caused this EMPLOYMENT CONTRACT to
be executed on the date appearing across from their respective signatures.
"Employer"
FRANKLIN FINANCIAL CORPORATION
/s/ Xxxxxxx X. Xxxxxxxxxx January 1, 2000
By:
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Xxxxxxx X. Xxxxxxxxxx Date
Its: President
"Employee"
/s/ Xxxxxx X. Xxxxx January 1, 2000
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XXXXXX X. XXXXX Date
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