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EXHIBIT 10.9
EMPLOYMENT CONTINUITY AGREEMENT
THIS EMPLOYMENT CONTINUITY AGREEMENT (this "Agreement") is
between LSB BANCSHARES, INC., a North Carolina Corporation (referred to in this
Agreement as the "Company," which term includes any subsidiary of the Company
where the context so requires), and H. XXXXXXXX XXXXXXX, XX., the Vice
President of the Company and a resident of Lexington, North Carolina
("Executive"), and is effective as of June 9, 1998 (the "Effective Date").
The Company's Board of Directors (the "Board") acknowledges
that Executive's contributions to the growth and success of the Company will be
substantial. As a publicly held corporation, the Board recognizes that there
exists a possibility of a change in control of the Company. The Board also
recognizes that the possibility of such a change in control may contribute to
uncertainty on the part of the Executive and may result in the departure or
distraction of the Executive from his responsibilities.
Outstanding management of the Company is essential to
advancing the best interests of the Company and its shareholders. In the event
of a threat or occurrence of a bid to acquire or change control of the Company
or to effect a business combination, it is particularly important that the
Company's business be continued with a minimum of disruption. The Board
believes that the objective of securing and retaining the Executive will be
achieved if the Executive is given assurances of employment security so that he
will not be distracted by personal uncertainties and risks created by such
circumstances.
The Board believes that such assurances will secure the
continued services of the Executive in the performance of his regular duties
and such extra duties as may be required of him during such periods of
uncertainty and enable the Company to rely on such Executive to manage its
affairs during any such period with less concern for his personal risks.
The Executive previously entered into an employment
continuity agreement dated July 9, 1996, by and between the Company and
Executive (the "Prior Employment Contract"), and such Prior Employment Contract
currently sets forth the terms and conditions of Executive's employment with
the Company.
The Stock Option and Compensation Committee of the Board (the
"Committee") has recommended, and the Board has approved, entering into this
Agreement with the Executive in order to achieve the foregoing objectives in
return for which the Executive agrees to terminate the Prior Employment
Contract, which will be null and void upon the execution of this Agreement.
Accordingly, the Company and Executive enter into this
Agreement to induce Executive to remain an employee of the Company and to
continue to devote his full energy to the Company's affairs, and the Company
and the Executive hereby terminate the Prior Employment Contract and agree that
Executive shall not have any further rights under said Prior Employment
Contract after this time.
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1. Term. Upon execution by the Company and Executive, this
Agreement is effective as of the Effective Date. Unless terminated in
accordance with Section 5 of this Agreement, the term of this Agreement will
commence as of the Effective Date and continue until the first anniversary of
the Effective Date, and the term of this Agreement shall automatically be
extended an additional one day whenever the term of the Agreement has less than
one year remaining, so that the term of the Agreement shall always have at
least one year remaining, unless terminated in accordance with Section 5 of
this Agreement.
2. Employment.
(a) Effective Date. The Company and Executive hereby
agree that Executive's employment shall continue on and after the Effective
Date. The terms and conditions of Executive's employment are further described
in Section 3 of this Agreement.
(b) Employment Period. If Executive is employed by the
Company on a Control Change Date (as defined in Section 2(c) of this
Agreement), the Company further agrees that the Company shall continue to
employ Executive, and Executive further agrees that he shall continue as an
employee of the Company, for at least the Employment Period. For purposes of
this Agreement, the Employment Period begins on a Control Change Date and ends
on the earlier of the third anniversary of a Control Change Date or Executive's
Normal Retirement Date (as defined under the Lexington State Bank Employees
Pension Plan, as in effect on the Effective Date or as amended thereafter prior
to a Control Change Date). During the Employment Period and thereafter, the
terms and conditions of Executive's employment shall be as described in Section
4 of this Agreement.
(c) Change in Control and Control Change Date. For
purposes of this Agreement, a Change in Control occurs if, after the Effective
Date, (i) either (A) any Person (other than a trustee or other fiduciary
holding securities under an employee benefit plan of the Company or the Company
itself) becomes the owner or beneficial owner of Company securities having 20%
or more of the combined voting power of the then outstanding Company securities
that may be cast for the election of the Board (other than as a result of an
issuance of securities initiated by the Company, or open market purchases
approved by the Board, as long as the majority of the Board approving the
purchases are directors at the time the purchases are made); or (B) a cash
tender or exchange offer for 20% or more of the combined voting power of the
then outstanding Company securities that may be cast for the election of the
Board is effected, a merger, consolidation, reorganization or other business
combination involving the Company occurs, a sale of all or substantially all of
the Company's assets occurs, a contested election of directors occurs, or any
combination of these transactions or similar events occur, and (ii) at any
time, the Continuing Directors (as defined below) cease to constitute a
majority of the Board or any successor's board for whatever reason. For
purposes of the preceding sentence, "Continuing Director" means any member of
the Board while a member of the Board, and who (i) was a director of the
Company before the consummation of the transactions described in the preceding
sentence or (ii) whose subsequent nomination for election or election to the
Board was recommended or approved by a majority of the Continuing Directors
then serving on the Board, with each such member then being treated as a
director described in (i); and "Person" means any
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individual, firm, corporation, partnership, limited liability company, trust or
other entity, including a "group" as defined in Section 13(d)(3) of the
Securities Exchange Act of 1934, and any successor (by merger or otherwise) of
such entity.
For purposes of this Agreement, a Control Change
Date is the date on which an event described in clause (i) of the first
sentence of this Section 2(c) is consummated. If a Change in Control occurs on
account of a series of transactions, a Control Change Date is the closing date
of the last of such transactions.
3. Terms of Employment Before a Control Change Date.
(a) General Duties. Executive shall continue to exercise
such authority and perform such executive duties as are commensurate with the
authority being exercised and duties being performed by Executive immediately
before the Effective Date. However, if the Company and Executive agree, the
authority and duties of the Executive may be changed without affecting
Executive's rights under this Agreement.
(b) Place of Employment. Executive's services shall be
performed at the location where Executive was employed immediately before the
Effective Date. However, if the Company and Executive agree, the location of
Executive's employment may be changed without affecting Executive's rights
under this Agreement.
(c) Working Facilities and Support Staff. Executive is
entitled to an office of a size and with furnishings and other appointments at
least equal to those provided to Executive before the Effective Date. Executive
is entitled to secretarial and other assistance, and to such other facilities,
equipment, and supplies at least equal to those provided to Executive before
the Effective Date.
(d) Expenses Generally. Executive is entitled to receive
prompt reimbursement for all reasonable expenses incurred by Executive.
Reimbursement shall be made in accordance with the Company's policies and
procedures in effect on the Effective Date or as amended prior to a Control
Change Date.
(e) Meetings, Conventions, and Seminars. Executive is
encouraged to attend seminars, professional meetings and conventions, and
educational courses that are reasonably related to Executive's employment with
the Company. The cost of travel, tuition or registration, food, and lodging for
attending those activities shall be paid by the Company. Other costs shall be
paid by Executive, unless the Company authorizes those costs. If such other
costs are authorized expenses, Executive shall be reimbursed after satisfying
the Company's policies and procedures for such reimbursement.
(f) Promotional Expenses. Executive is encouraged to
incur reasonable expenses for promoting the Company's business. Such
promotional expenses include travel, entertainment (including memberships in
social and athletic clubs), professional advancement, and community service
expenses. Executive agrees to bear those expenses except to the extent that
those expenses are incurred at the Company's specific direction or those
expenses are specifically
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authorized by the Company as expenses that the Company may pay directly or
indirectly through reimbursement to Executive.
(g) Outside Activities. Executive may (i) serve on
corporate, civic, or charitable boards or committees; (ii) deliver lectures,
fulfill speaking engagements, or teach at educational institutions; and (iii)
manage personal investments, provided that such activities do not materially
interfere with the performance of Executive's responsibilities for the Company.
To the extent that any such activities have been conducted by Executive before
the Effective Date, such prior conduct of activities and any subsequent conduct
of activities similar in nature and scope shall not be deemed to interfere with
the performance of Executive's responsibilities for the Company.
(h) Compensation and Benefits. Executive's compensation
and benefits shall be the same as those in effect on the Effective Date,
subject to periodic review and adjustment by the Company or as amended prior to
a Control Change Date.
As of the Effective Date, Executive's compensation
includes, but is not limited to, the following: (i) an annual base salary of
$115,700; (ii) incentive compensation pursuant to the Company's Management
Incentive Plan; (iii) deferred compensation pursuant to the Company's Deferred
Compensation Plan; (iv) participation in the Lexington State Bank Employees
Savings Plus Plan; (v) participation in the Lexington State Bank Employees
Pension Plan; (vi) participation in the Company's 1986 Employee Incentive Stock
Option Plan; and (vii) participation in the Company's 1996 Omnibus Stock
Incentive Plan.
As of the Effective Date, Executive's benefits
include, but are not limited to, the following: (i) use of an automobile and
payment of related expenses; (ii) group life, accidental death and
dismemberment, long-term disability, and medical insurance; (iii) paid vacation
and holidays; and (iv) sick leave.
This Section 3(h) does not change the terms of any
compensation arrangement, benefit program or benefit plan maintained by the
Company and does not give Executive any additional vested interest in any
compensation or benefit to which Executive is not already entitled under any
such program or plan on the Effective Date.
4. Terms of Employment On and After a Control Change Date.
(a) General. During the Employment Period and
thereafter, the terms and conditions of Executive's employment, as described in
Section 3, shall continue in effect, except that such terms and conditions are
fixed as of the day before a Control Change Date and Executive's compensation
and benefits are governed by Section 4(b).
(b) Compensation and Benefits. During the Employment
Period and thereafter, the Company shall (i) continue to pay Executive an
annual base salary not less than Executive's annual base salary on the day
before a Control Change Date, (ii) pay Executive during each successive
twelve-month period beginning on a Control Change Date incentive compensation
in amounts not less in amount than those paid to Executive during the
twelve-month period
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preceding the day before a Control Change Date, and (iii) continue all
compensation and employee benefit plans and programs, including all
compensation, plans and benefits described in Section 3(h) of this Agreement,
at levels in effect on the day before a Control Change Date (to the extent
practicable and subject to such reductions as may be required to maintain such
plans in compliance with applicable nondiscrimination and other federal laws
regulating employee benefit plans and programs) or pay Executive an amount
necessary to provide essentially comparable benefits (assuming, in the case of
insured benefits, that Executive is then insurable at standard rates).
5. Disability or Death of Executive.
(a) Termination of Employment on Disability. The
Company, pursuant to a resolution duly adopted by the Board, may terminate
Executive's employment if Executive becomes Disabled by giving Executive
written notice of its intention to terminate Executive's employment, subject to
the terms and conditions specified in the notice. If Executive becomes Disabled
and does not return to the performance of his duties for the Company in
accordance with the terms and conditions set forth in the notice, Executive's
employment with the Company shall terminate (the "Disability Effective Date").
For purposes of this Agreement, "Disabled" has the meaning set forth under the
Long Term Disability Plan of Lexington State Bank or any successor plan or
amendment to such Plan. If Executive's employment is terminated because
Executive is Disabled, Executive will not receive any Continued Compensation
under Section 6 but is entitled, after the Disability Effective Date, to
receive disability and other benefits on a basis comparable to those provided
by the Company to disabled employees and their families in accordance with such
plans, programs, and policies relating to Executive's disability, if any, as in
effect on the Effective Date or as amended thereafter.
(b) Termination of Employment on Death. If Executive
dies, his employment shall automatically terminate as of the date of death of
the Executive. If Executive's employment is terminated because the Executive
dies, Executive will not receive any Continued Compensation under Section 6 but
is entitled, after the date of death, to receive death and other benefits on a
basis comparable to those provided by the Company to deceased employees and
their families in accordance with such plans, programs, and policies relating
to Executive's death, if any, as in effect on the Effective Date or as amended
thereafter.
6. Liquidated Damages Upon Termination of Employment Other Than
By Disability or Death.
(a) General. Executive is entitled to receive Continued
Compensation according to the remaining provisions of this Section 6 if
Executive's employment with the Company terminates because of an event
described in Section 6(b) or 6(c). If Executive's employment terminates and an
event described in Section 6(b) or 6(c) has not occurred, Executive is not
entitled to any Continued Compensation under this Section 6. If Executive's
employment terminates before a Control Change Date and if Executive reasonably
demonstrates that such termination of employment was taken at the request of a
third party who had taken steps reasonably calculated to effect a Change of
Control or otherwise arose in connection with or
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anticipation of a Change of Control, then for purposes of this Agreement, the
Executive's employment shall be treated as if it had terminated during the
Employment Period.
(b) Termination by the Company. Subject to the
conditions of Section 7(c), Executive is entitled to receive Continued
Compensation if Executive's employment is terminated by the Company without
cause ("cause" being limited to Executive's acts of theft, embezzlement, fraud,
or moral turpitude involving or negatively affecting the Company).
(c) Voluntary Termination. Subject to the conditions of
Section 7(c), Executive is entitled to receive Continued Compensation if
Executive voluntarily terminates employment after (i) Executive does not
receive salary increases, incentive compensation, stock options and other
benefits comparable to that which Executive received in prior years or, if
greater, that other executives in comparable positions in comparable companies
receive in the current year; or (ii) Executive's salary, incentive
compensation, stock options or other benefits are reduced and such reduction is
not consistent with reductions for executives in comparable positions with
comparable companies; or (iii) Executive's status, title(s), office(s), working
conditions, or management responsibilities are diminished (other than changes
in reporting or management responsibilities required by applicable federal or
state law); or (iv) Executive's place of employment is changed in any way
without Executive's consent. Executive will be entitled to receive Continued
Compensation on account of his voluntary termination under this Section 6(c)
only if such voluntary termination occurs within six months after an event
described in (i), (ii), (iii), or (iv) above, or within six months after the
last in a series of such events.
(d) Continued Compensation. If Executive's employment
terminates before a Control Change Date or after the Employment Period because
of an event described in Section 6(b) or 6(c), subject to the conditions of
Section 7(c), Continued Compensation equal to Executive's Base Period Income
(calculated in accordance with Section 6(e)) shall be paid in twelve equal
monthly installments. If Executive's employment terminates during the
Employment Period because of an event described in Section 6(b) or 6(c),
subject to the conditions of Section 7(c), Continued Compensation equal to
three times Executive's Base Period Income shall be paid in thirty-six equal
monthly installments. Continued Compensation payments to Executive shall
commence on the first day of the month following Executive's termination of
employment with the Company because of an event described in Section 6(b) or
6(c) and shall continue on the first day of each month thereafter until paid in
full, subject to receipt by the Company of notification from the Accounting
Firm (defined below) of its determination regarding the reduction, if any, of
Continued Compensation according to Section 6(g).
(e) Base Period Income. Executive's Base Period Income
shall equal his annual base salary as of his termination date, plus an amount
equal to the incentive compensation awarded to or accrued for Executive for the
fiscal year immediately prior to the fiscal year in which Executive's
termination date occurs (but in no event shall such amount be less than the
incentive compensation amount required to be paid during the Employment Period
under Section 4(b)(ii) if the Executive's employment terminates during the
Employment Period).
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Amounts of such base salary and incentive compensation that Executive has
elected to defer during the relevant period shall be included in Base Period
Income.
(f) Other Payments or Benefits. In addition to any
payments provided under this Agreement or under any other arrangement between
the Company and Executive, Executive shall be entitled on termination of
employment to (i) any cash or property due him as a result of the exercise of a
stock option granted under the Company's 1986 Employee Stock Incentive Option
Plan or its 1996 Omnibus Stock Incentive Plan or a successor plan or under any
other incentive, benefit or compensation plan of the Company, (ii) any payments
or benefits due him, whether or not "parachute payments" as defined in Section
280G of the Internal Revenue Code of 1986, as amended (the "Code") (but subject
to Section 6(g)), including amounts that Executive is entitled to receive under
Company maintained tax-qualified plans and any health care coverage under
Company maintained welfare plans for which Executive pays the cost, and (iii)
only on termination of employment other than on account of disability or death,
an office of a size and furnishings and exclusive secretarial assistance at
least equal to that provided Executive prior to termination of employment and
Company-paid out-placement services, each for one year after the termination of
Executive's employment.
(g) Certain Reduction of Continued Compensation.
(i) For purposes of this Section 6(g),
(A) A "Payment" means any amount that,
if paid, would be a payment or distribution in the nature of compensation to or
for the benefit of Executive, whether paid or payable pursuant to this
Agreement or otherwise;
(B) "Continued Compensation" means a
Payment paid or payable pursuant to Section 6(d) (calculated as if there were
no reduction of Continued Compensation according to this Section 6(g));
(C) "Net After Tax Receipts" means the
Present Value of a Payment net of all taxes imposed on Executive with respect
to that Payment under Sections 1 and 4999 of the Code, determined by applying
the highest marginal rate under Section 1 of the Code that applied to
Executive's taxable income for the immediately preceding taxable year;
(D) "Present Value" means the value
determined in accordance with Section 280G(d)(4) of the Code; and
(E) "Reduced Amount" means the
smallest aggregate amount of all Payments that (1) is less than the sum of all
Payments and (2) results in aggregate Net After Tax Receipts that are equal to
or greater than the Net After Tax Receipts that would result if the aggregate
Payments were any other amount less than the sum of all Payments.
(ii) Notwithstanding any other Section of this
Agreement, if the accounting firm that is engaged to audit the Company's
financial statements (the "Accounting Firm") determines that receipt of all
Payments would subject Executive to tax under Section 4999 of the
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Code, it shall determine whether some amount of Payments would meet the
definition of a "Reduced Amount." If the Accounting Firm determines that there
is a Reduced Amount, one or more Payments shall be reduced to that Reduced
Amount, but not below zero. If any reduction of Payments is required by the
preceding sentence, (A) Payments other than Continued Compensation shall be
reduced first, and (B) Continued Compensation shall be reduced in a manner that
shortens the period over which Continued Compensation is paid (and, thus, the
number of monthly installments payable) but does not reduce the amount of a
monthly installment that would be paid but for this Section 6(g).
(iii) If the Accounting Firm determines that one
or more Payments should be reduced to the Reduced Amount, the Company shall
promptly notify Executive of that determination, sending a copy of the detailed
calculations by the Accounting Firm. All determinations made by the Accounting
Firm under this Section 6(g) are binding upon the Company and Executive and
shall be made within sixty days after Executive's employment termination,
unless reasonable cause requires an extension of time. The Accounting Firm
shall furnish written notice to the Company and Executive of any required
extension before the end of the sixty-day period; but the Accounting Firm shall
make its determinations under this Section as soon as possible and not later
than six months after Executive's employment terminates.
(iv) It is the intention of the Company and
Executive to reduce one or more Payments only if the aggregate Net After Tax
Receipts to Executive would be increased by that reduction. However, it is
possible that, as a result of uncertainty in the application of Section 4999 of
the Code at the time of the initial determination by the Accounting Firm under
this Section, amounts shall have been paid or distributed under this Agreement
to or for the benefit of Executive, which amounts should not have been so paid
or distributed ("Overpayment"), or that additional amounts not paid or
distributed under the Plan to or for the benefit of Executive could have been
so paid or distributed ("Underpayment"), in each case, consistent with the
calculation of the Reduced Amount. If the Accounting Firm, based either upon
the assertion of a deficiency by the Internal Revenue Service against the
Company or Executive, which assertion the Accounting Firm believes has a high
probability of success, or based upon controlling precedent or other
substantial authority, determines that an Overpayment has been made, any such
Overpayment shall be treated for all purposes as a loan to Executive, which
loan Executive shall repay to the Company on terms acceptable to Executive and
the Company together with interest at the applicable federal rate under Section
7872(f)(2) of the Code; provided, however, that no such loan shall be deemed to
have been made and no amount is payable by Executive to the Company if and to
the extent such deemed loan and payment would not either reduce the amount on
which Executive is subject to tax under Section 1 or 4999 of the Code or
generate a refund of such taxes. If the Accounting Firm, based upon controlling
precedent or other substantial authority, determines that an Underpayment has
occurred, the Accounting Firm shall promptly notify the Company of the amount
of the Underpayment. The Company shall take action to address the Underpayment
in a manner that as nearly as possible restores Executive to the position he
would have been in if there had been no Underpayment.
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7. Executive Covenants.
(a) Confidential Information. Executive shall hold in a
fiduciary capacity for the benefit of the Company all secret or confidential
information, knowledge, or data relating to the Company and its business, which
is obtained by Executive during Executive's employment by the Company and which
is not public knowledge (other than by acts by Executive or his representatives
in violation of this Agreement). After the termination of Executive's
employment with the Company, Executive shall not, without the Company's prior
written consent, communicate or divulge any such information, knowledge, or
data to anyone other than the Company and those designated by it to receive
such information, knowledge, or data except pursuant to an order of a court or
governmental agency. In no event may an asserted violation of this Section 7(a)
constitute a basis for deferring or withholding any amounts otherwise payable
to Executive under this Agreement.
(b) Records and Files. All records and files concerning
the Company or the Company's customers belong to and shall remain the property
of the Company.
(c) Covenant Not to Compete.
(i) Executive agrees that if his employment
terminates for any reason other than when he becomes Disabled or dies, then
during the period in which Executive is entitled to Continued Compensation
under Section 6 of this Agreement, he shall not serve as an employee of, or
become a director of, or render advisory or other services for, or in
connection with, or make any financial investment in excess of 5% of the
outstanding capital stock of a bank or other financial institution that has a
banking office in Davidson County, North Carolina, counties contiguous to
Davidson County, North Carolina, or counties in which the Company has a banking
office on the date of termination of Executive's employment. Executive further
agrees that during the period in which Executive is entitled to Continued
Compensation under Section 6, he shall not actively induce any Company employee
to terminate employment with the Company in favor of promised or prospective
employment with or on behalf of Executive or Executive's post-termination
employer.
(ii) Executive agrees and acknowledges that any
breach of the covenants contained in this Section 7(c) shall cause irreparable
injury to the Company, and that the remedy at law for any such breach shall be
inadequate, and that the Company shall be entitled to appropriate equitable
relief.
(iii) The covenants contained in this Section
7(c) shall inure to the benefit of the Company and its affiliated employers and
subsidiaries and their successors.
(iv) Executive acknowledges that the promises
made by the Company in this Agreement constitute valuable additional
consideration beyond the consideration provided to Executive under the Prior
Employment Contract, constitute a substantial change in Executive's employment
conditions to the benefit of the Executive, and that such consideration is
adequate for Executive's promises in this Agreement. The restrictions contained
in this Section 7(c) are considered by the parties hereto to be fair and
reasonable and necessary for the protection of the
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legitimate business interests of the Company. If the scope of any restriction
contained in this Section 7(c) is determined by a court of competent
jurisdiction to be too broad to permit enforcement of such restriction to its
full extent, then such restriction shall be enforced to the maximum extent
permitted by law, and Executive hereby consents and agrees to such scope as may
be judicially modified.
(v) Notwithstanding Sections 3, 4 or 6, if
Executive violates this Section 7(c), any unpaid Continued Compensation shall
immediately be forfeited as of the date of any violation.
8. Legal Fees and Expenses. The Company shall pay all legal fees
and expenses, if any, incurred by Executive in obtaining, enforcing, or
defending any right or benefit provided by this Agreement, whether successful
or not. Payments under this Section are not Continued Compensation and are not
subject to reduction under any other Section of this Agreement.
9. Governing Law. This Agreement and performance hereunder and
all suits, actions and other proceedings hereunder shall be construed in
accordance with and under and pursuant to the laws of the State of North
Carolina, (except its choice of law provisions to the extent that they would
require the application of the laws of a state other than the State of North
Carolina), and in any suit, action or other proceeding that may be brought
arising out of, in connection with, or by reason of this Agreement, the laws of
the State of North Carolina (except its choice of law provisions to the extent
that they would require the application of the laws of a state other than the
State of North Carolina) shall be applicable and shall govern to the exclusion
of the law of any other forum, without regard to the jurisdiction in which any
suit, action or other proceeding may be instituted.
10. Amendment. This Agreement may not be amended except by the
written agreement of Executive and the Company (with the Company acting by
adoption of a resolution by the Board recommended by the Committee).
11. Binding Effect. The parties agree that this Agreement is
enforceable under the laws of the State of North Carolina. This Agreement is
binding on the Company, its successors, and assigns and on Executive and his
personal representatives; and the Company will not consolidate or merge into or
with another corporation, or transfer all or substantially all of its assets to
another corporation (the "Successor Corporation") unless the Successor
Corporation shall assume this Agreement, and upon such assumption, Executive
and the Successor Corporation shall become obligated to perform the terms and
conditions of this Agreement. This Agreement inures to the benefit of and is
enforceable by Executive's personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees, and legatees. If
Executive dies while any amounts are payable under this Agreement, all such
amounts, unless otherwise provided, shall be paid in accordance with the terms
of this Agreement to Executive's spouse, or if none, to his devisee, legatee,
or other designee or, if there be no such designee, to his estate.
12. Notice. For purposes of this Agreement, notices and all other
communications shall be in writing (except notice of termination of employment
by the Company without cause or for cause, which may be oral and shall be
effective when given orally, but which shall be confirmed
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in writing to Executive within two business days thereafter, and except for
notice of a voluntary termination of employment by Executive, which may be oral
and shall be effective when given orally, but which shall be confirmed in
writing to the Company within two business days thereafter) and are effective
when delivered or mailed by United States registered mail, return receipt
requested, postage prepaid, addressed to Executive or his personal
representative at his last known address. All notices to the Company shall be
directed to the attention of the Chairman of the Board. Such other addresses
may be used as either party may have furnished to the other in writing. Notices
of change of address are effective only upon receipt.
13. Miscellaneous. This Agreement contains all of the
understandings and representations between the parties hereto pertaining to the
subject matter hereof and supersedes all undertakings and agreements, whether
oral or in writing, if any, previously entered into by them with respect
thereto. Headings contained herein are for convenience reference only and shall
not in any way affect the meaning or interpretation of this Agreement. All
payments under this Agreement shall be subject to applicable income, excise and
employment tax withholding requirements. No provision of this Agreement may be
modified, waived, or discharged unless such waiver, modification, or discharge
is agreed to in writing signed by Executive and the Company. A waiver of any
breach of or compliance with any provision or condition of this Agreement is
not a waiver of similar or dissimilar provisions or conditions. The invalidity
or unenforceability of any provision of this Agreement does not affect the
validity or enforceability of any other provision of this Agreement, which
remains in full force and effect.
14. No Assignment. Executive may not assign, alienate,
anticipate, or otherwise encumber any rights, duties, or amounts that he might
be entitled to receive under this Agreement.
The parties have executed this Agreement effective as of the 9th day
of June, 1998.
LSB BANCSHARES, INC.
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By: XXXXXX X. XXXX
Its: Chairman, President & Chief
Executive Officer
H. XXXXXXXX XXXXXXX, XX.
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