EXHIBIT 10.1
STATE OF MISSISSIPPI
COUNTY OF Oktibbeha
EMPLOYMENT AGREEMENT
THIS INDENTURE made and entered into on this 3rd day of January, 1991, by
and between the NATIONAL BANK OF COMMERCE OF MISSISSIPPI, a national banking
association, hereafter "Bank", and L. F Xxxxxxx, Jr., hereafter "Executive."
W I T N E S S E T H
WHEREAS, the Executive is desirous of having security in his employment and
protection against the exigencies of circumstance in the event the Bank should
undergo a material change of ownership as hereafter defined; and
WHEREAS, the Bank is desirous of obtaining the continued, effective
management and executive duties of the Executive without which the Bank could
not continue to operate as effectively and profitably;
NOW, THEREFORE, in consideration of the mutual purposes and the promises
hereafter contained, these parties agree and covenant unto each other as
follows, to-wit:
1. This contract shall become effective January 3, 1991, and expire
January 1, 1993, unless renewed or extended.
2. Executive plans to continue in the employment of the Bank.
3. Bank agrees that in the event of a material change of ownership, the
following employment contract provisions shall thereupon become
immediately and automatically effective:
For purposes of this agreement, a "material change in ownership" shall mean
the transfer into a new single control unrelated to the present management
(defined as officers and directors) of the control and voting power of at least
30% of the outstanding capital stock of NBC Capital Corporation, the Bank's
corporate holding company. In the event ownership attributable to J.R. Xxxxxxxx
is increased as a result of the Corporation acquiring its own shares, this
percentage shall be increased accordingly. Any transfers to or from the Bank's
ESOP shall not constitute such a "material change of ownership" nor shall any
transfer by reason of death of a shareholder and distribution of shares to
heirs, or transfers from parents to children or grandchildren or shareholder to
a spouse.
A. In such event, the Bank agrees to employ the Executive for a period of
at least five (5) years from the date of such transfer and that during said
period of employment, the salary, automobile privileges, bonuses, incentive
compensation and all other forms of renumeration shall be at least as great
as that currently paid by the Bank to the Executive. The duties,
responsibilities, privileges and authority of the Executive shall remain as
great as they currently are and shall not, during said period of
employment, be curtailed in any manner. The Executive shall not be required
to move his place of residence, to travel to any greater extent than he is
now required to do so in his employment or to undertake any additional
duties and responsibilities in addition to those duties and
responsibilities currently placed upon him in his employment except to the
extent that he and the Bank should agree upon such changes and should agree
upon compensation appropriate with respect thereto.
During the described period of guaranteed employment, the Executive may
only be discharged for good cause defined as refusal to perform the duties
of his employment, physical or mental disability, dishonesty, malfeasance
or flagrant insubordination.
B. In the event of a change of control (defined as transfer, sale or
exchange of 80% or more of the capital stock ), the Bank shall pay to the
Executive in a lump sum, in cash, an amount equal to three times the
average of the aggregate annual compensation paid to the Executive during
the five calendar years preceding the change in control of the bank and/or
the holding company by the bank or the company, subject to U.S. income
taxes; provided, however, that if the lump sum payment under this section,
either alone or together with other payments which the Executive has the
right to receive from the bank and the holding company, would constitute a
"parachute payment" (as defined in Section 280G of the Internal Revenue
Code of 1954, as amended [the "Code"]), such lump sum severance payment
shall be reduced to the largest amount as will result in no portion of the
lump sum severance payment under this Section B being subject to the excise
tax imposed by Section 4999 of the Code. The determination of any reduction
in the lump sum severance payment under this Section, pursuant to the
foregoing provison shall be made by the Executive in good faith, and such
determination shall be conclusive and binding on the Bank.
IN WITNESS THEREOF, these parties have executed this Agreement, in
duplicate, on the day above written.
NATIONAL BANK OF COMMERCE
OF MISSISSIPPI
BY:
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Chairman of the Board
ORIGINAL SIGNATURE
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J. R. Schribner
ATTEST:
BY: ______________________________
XXX XXXXXXX
EXECUTIVE
BY:
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X. X. Xxxxxxx, Xx.
STATE OF MISSISSIPPI
COUNTY OF OKTIBBEHA
EMPLOYMENT EXTENSION AGREEMENT
THIS INDENTURE made and entered into this 4th day of December, 1991, by and
between the NATIONAL BANK OF COMMERCE OF MISSISSIPPI, a national banking
association, hereafter "Bank" and X. X. XXXXXXX, XX., President and CEO of the
National Bank of Commerce of Mississippi, hereafter "Executive."
W I T N E S S E T H:
WHEREAS, these parties entered into an Employment Agreement dated
January 3, 1991, which is now in full force and effect; and
WHEREAS, both parties are desirous of extending the terms and provisions of
that Employment Agreement for an additional period of five more years;
NOW, THEREFORE, in consideration of the mutual desires and promises of
these parties herein contained, these parties agree and covenant as follows:
1. The Employment Agreement dated January 3, 1991, which by its terms
will be effective until its expiration on January 1, 1993, is ratified and
confirmed.
2. All terms and provisions of that Employment Agreement and all
covenants of both parties are hereby extended and made effective for the period
January 1, 1993, and ending December 31, 1998.
IN WITNESS WHEREOF these parties have executed this Agreement, in
duplicate, on the day above written, execution by the Bank being done by its
duly authorized corporate officers.
NATIONAL BANK OF COMMERCE
OF MISSISSIPPI
BY:
--------------------------------
ATTEST
BY:
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_______________________________
Xxxxx X. Xxxxxxx, Xx.
