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EXHIBIT 10.3
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EMPLOYMENT AGREEMENT
THIS AGREEMENT, entered into this 19TH day of August, 1997, by and
between XXXXX NATIONAL BANK, a national banking corporation with offices at
00-00 Xxxxx Xxxx Xxxxxx, Xxxxxx, Xxx Xxxx, hereinafter referred to as the
"Bank," and XXXXXXX X. XXXXX, residing at 00 Xxxxxxxxx Xxx, Xxxxxxx Xxxx, Xxx
Xxxx 00000, referred to as the "Employee," for the employment of Employee by the
Bank.
WHEREAS, the parties now wish to update and modify said agreement, the
parties hereby agree to the following terms and conditions:
1.TERM OF EMPLOYMENT: Unless terminated pursuant to the terms of this
Agreement, the Bank and Employee agree that the initial term of employment shall
be for a period commencing on January 1, 1997, and terminating December 31,
2002. Such term of employment shall be extended for one (1) additional year on
or before December 31, 1998, and annually thereafter so that the term of this
Agreement and any extensions thereto shall be for five (5) years unless
shortened by mutual agreement. In the event the Bank does not extend by June
30th of each year, this agreement will automatically renew for one (1)
additional year.
2.COMPENSATION: Employee shall receive, in exchange for his services,
hereunder, the base compensation as fixed annually by the Bank Board of
Directors at its January meeting.
3.DUTIES:
A) During the term of his employment hereunder, Employee agrees to serve
as Senior Vice President of the Bank and be primarily responsible for the
management, supervision, and direction of all loan activities, and loan
department personnel.
B) Employee shall devote his full time, energies and attention, during
normal business hours (excluding vacation) to the business and affairs of the
Bank.
C) Employee agrees to cooperate with the Bank including taking such
reasonable medical examinations, as may be necessary, in the event the Bank
shall desire or be required to obtain life insurance insuring Employee's life.
D) Employee shall, except as otherwise provided herein, be subject to
the Bank's rules, practices and policies applicable to the Bank's Executive
Employees.
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4.BENEFITS:
A) Employee shall participate in all life, disability and medical
insurance plans, pensions and other similar plans which the Bank may have or may
establish from time to time, in which Employee is eligible to participate
pursuant to the terms thereof. The foregoing, however, shall not be construed to
require the Bank to establish any such plans or to prevent the Bank from
modifying or terminating such plans and no such action or failure thereof shall
effect this Agreement.
B) Employee shall be entitled to vacation as determined by the Board of
Directors for all Bank officers.
C) Employee shall attend such continuing education seminars and obtain
membership in such organizations as required by the Board; provided, however,
that the Bank shall bear the expenses of such activities.
5.WORKING AND OTHER FACILITIES. During the term of this Agreement,
Employee shall be furnished with such working facilities, secretarial help and
other services, as are suitable to his position and adequate for the performance
of his duties.
6.EXPENSES: The Bank will reimburse Employee for reasonable expenses,
including automobile and travelling expenses, incurred by him in connection with
his employment in the business of the Bank upon the presentation by Employee of
appropriate substantiation for such expenses.
7.CONFIDENTIALITY AND NON-INTERFERENCE: In the course of his employment
by the Bank, Employee shall have and has had access to confidential or
proprietary data or information of the Bank. Employee shall not at any time,
divulge or communicate to any person, nor shall he direct any Bank employee to
divulge or communicate to any person (other than to a person bound by
confidentiality obligation similar to those contained herein and other than is
necessary in performing his duties hereunder) or used to the detriment of the
Bank or for the benefit of any other person, any of such data or information.
The provisions of this section shall survive Employee's employment hereunder,
whether by the normal expiration thereof or otherwise. The term "confidential"
or "proprietary data or information" as used in this Agreement, shall mean
information not generally available to the public including, without limitation,
personnel information, financial information, customer lists, computer programs,
marketing and advertising data. Employee acknowledges and agrees that any
confidential or proprietary data or information heretofore acquired was received
in confidence.
8.EARLY TERMINATION: Employee's employment hereunder shall terminate
prior to the expiration of this Agreement or any. extensions thereof, on the
following terms and conditions:
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A) This Agreement shall terminate automatically on the death of
Employee. Notwithstanding the foregoing, the Bank shall pay to Employee's estate
any compensation and reimbursable expenses accrued to the date of his death
which otherwise would have been paid to the Employee.
B) This Agreement shall be terminated, at the Bank's election, if
Employee is unable to perform his duties hereunder, for a period of six months
(180) days in any 365 day period (or at such time as the Bank's "salary
continuation" insurance becomes effective) by reason of physical or mental
disability. For purposes of this Agreement, "physical or mental disability"
shall mean Employee's inability, due to health reasons, to discharge properly
his duties of employment supported by the opinion of a physician satisfactory to
the parties. Should Employee be subsequently able to return to work after
termination as provided herein, Bank may in its discretion, employ Employee in
the same capacity or in such other capacity as may be mutually agreeable under
such terms and conditions as the parties may so agree prior to such return
however, Employee shall provide a physicians opinion certifying has ability to
return to work.
C) In the event of PERSONAL DISHONESTY, WILLFUL MISCONDUCT, GROSS
NEGLIGENCE, INCOMPETENCY on Employee's part, conduct unbecoming a banker,
insubordination, or in the event of his deliberate failure to fulfill his
obligations under this Agreement, the Board of Directors may terminate this
Agreement by giving the Employee two (2) weeks written notice thereof. Such
termination shall be effective at the expiration of such two (2) week notice.
Thereafter the Bank shall not be obligated under any of the provisions herein,
except as required by any statute in effect at that time.
D) Employee may voluntarily terminate his employment upon giving the
Bank four (4) weeks written notice of his decision to terminate. Such a
termination shall not constitute a breach of this Agreement; provided, however,
that Employee shall be obligated after the date of such termination, to continue
to be bound by the conditions outlined in Section 7 hereof.
E) The parties may mutually agree to terminate this Agreement in writing
on such terms as they may determine.
F) The Bank may terminate Employee's employment without cause and
without notice; provided, however, that the Bank shall be obligated to continue
to pay Employee's base salary for the longer of three (3) months after the date
of such termination or the remainder of the term of the Agreement and provided
further that Employee shall be relieved of all further obligations under this
Agreement except for provisions pursuant to Paragraph 7.
G) In the event of a "change of control of the Bank", resulting in a
"substantial change in employee's duties", both as defined herein, Employee may,
at his option, upon ninety (90) days written notice, terminate his employment
and shall be entitled to all benefits due him pursuant to this agreement,
including but not limited to salary, for the remainder of this agreement.
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"Change of Control" shall be defined as the acquisition of 25% or more
of the Bank's outstanding shares or such lower percent which may constitute a
change in control for Bank regulatory purposes, a change in the composition of a
majority of the members of the Board of Directors, a merger or reorganization
such that the Bank is not a surviving entity, or the sale of substantially all
of the Bank's assets.
"Substantial Change in Employee's Duties" shall mean a demotion or
diminishment of employees job description and responsibilities such as would
result in a constructive firing or resignation of employee.
This paragraph is intended to protect employee in the event of a hostile
takeover of the Bank and a reduction of employee's title, position benefits
and/or duties in an attempt to force employee to resign.
9.MODIFICATION: This Agreement constitutes the full and complete
understanding of the parties and supersedes all prior agreements an
understandings oral or written, between the parties, with respect to the subject
matter hereof. This Agreement may not be modified or amended except by an
instrument in writing, signed by the party against which enforcement thereof may
be sought.
10.SEVERABILITY: Any term or provision of this Agreement which is
invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such invalidity or un-enforceability without
rendering invalid or unenforceable the remaining terms and provisions of this
Agreement or effecting the validity or enforceability of any of the terms or
provisions of this Agreement in any other jurisdiction.
11.WAIVER OF BREACH: The waiver by either party of a breach of any
provision of this Agreement shall not operate as, or be construed as a waiver of
any subsequent breach.
12.NOTICE: All notices hereunder shall be in writing and shall be sent
by express mail or by certified or registered mail, postage prepaid, return
receipt requested, to Employee at his residence as listed in the Bank's records,
and to the Bank, c/x Xxxxx National Bank of Angola, 00-00 Xxxxx Xxxx Xxxxxx,
Xxxxxx, Xxx Xxxx 00000, Attention: Xx. Xxxxxxx X. Xxxxx, President and CEO.
13.ASSIGNABILITY: BINDING EFFECT: This Agreement shall not be assignable
by Employee without the written consent of the Board of Directors of the Bank.
This Agreement shall be binding upon and inure to the benefit of Employee, his
legal representatives, heirs and distributees and shall be binding upon and
inure to the benefit of the Bank, its successors and assigns.
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14.GOVERNING LAW: All questions pertaining to the validity,
construction, execution and performance of this Agreement shall be construed and
governed in accordance with the law of the State of New York.
15.HEADINGS: The headings in this Agreement are intended solely for
convenience of reference and shall be given no effect in the construction or
interpretation of this Agreement.
IN WITNESS WHEREOF, parties hereto have set their hands and seals the
day and year above written.
XXXXX NATIONAL BANK
By /s/Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx, President& CEO
/s/Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
