EXHIBIT 10.4
1ST STATE BANCORP, INC.
__________________________
Guaranty Agreement
for _________________
__________________________
THIS AGREEMENT is entered into this ______ day of __________, 1998 (the
"Effective Date"), by and between 1st State Bancorp, Inc. (the "Company") and
_________________________ (the "Employee").
WHEREAS, the Employee has heretofore been employed by 1st State Bank (the
"Bank") as an executive officer, and previously has entered into an agreement
(the "Bank Agreement") with the Employee; and
WHEREAS, the Board of Directors (the "Board") of the Company believes it is
in the best interests of the Company to enter into this Agreement with the
Employee in order to assure continuity of management of the Bank and to
reinforce and encourage the long-term retention of the Employee; and
WHEREAS, the parties desire by this writing to set forth the Company's
commitment to guarantee the Bank's obligations under the Bank Agreement with the
Employee.
NOW, THEREFORE, it is AGREED as follows:
1. Consideration from Company: Joint and Several Liability. The Company
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hereby agrees: (i) to perform all covenants and honor all obligations required
to be performed or to which the Bank is subject pursuant to the Bank Agreement
in the event that such covenants are not performed or obligations are not
honored by the Bank; and (ii) that to the extent permitted by law, it shall be
jointly and severally liable with the Bank for the payment of all amounts due
under the Bank Agreement. Notwithstanding anything herein to the contrary, the
paragraphs of the Bank Agreement that appear under the heading "Termination or
Suspension under Federal Law" shall be inapplicable to this Agreement. The
Board may in its discretion at any time during the term of this Agreement agree
to pay the Employee a base salary for the remaining term of this Agreement. If
the Board agrees to pay such salary, the Board shall thereafter review, not less
often than annually, the rate of the Employee's salary, and in its sole
discretion may decide to increase the Employee's salary.
2. Discretionary Bonuses; Participation in Retirement, Medical and Other
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Plans. The Employee shall participate in an equitable manner with all other
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senior management employees of the Company in discretionary bonuses that the
Board may award from time to time to the Company's senior management employees,
as well as in (i) any of the following plans or
programs that the Company may now or in the future maintain: group
hospitalization, disability, health, dental, sick leave, life insurance, travel
and/or accident insurance, auto allowance/auto lease, retirement, pension,
and/or other present or future qualified plans provided by the Company,
generally which benefits, taken as a whole, must be at least as favorable as
those in effect on the Effective Date; and (ii) any fringe benefits which are or
may become available to the Company's senior management employees, including for
example: any stock option or incentive compensation plans, and any other
benefits which are commensurate with the responsibilities and functions to be
performed by the Employee under this Agreement.
3. Indemnification. The Company agrees that its Bylaws shall continue
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to provide for indemnification of directors, officers, employees and agents of
the Company, including the Employee, during the full term of this Agreement, and
to at all times provide adequate insurance for such purposes.
4. Successors and Assigns.
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(a) Company. This Agreement shall inure to the benefit of and be
binding upon any corporate or other successor of the Company which shall
acquire, directly or indirectly, by merger, consolidation, purchase or
otherwise, all or substantially all of the assets or stock of the Company.
(b) Attachment. Except as required by law, no right to receive
payments under this Agreement shall be subject to anticipation, commutation,
alienation, sale, assignment, encumbrance, charge, pledge, or hypothecation or
to exclusion, attachment, levy or similar process or assignment by operation of
law, and any attempt, voluntary or involuntary, to effect any such action shall
be null, void and of no effect.
5. Amendments. No amendments or additions to this Agreement shall be
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binding unless made in writing and signed by all of the parties, except as
herein otherwise specifically provided.
6. Applicable Law. Except to the extent preempted by Federal law, the
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laws of the State of North Carolina shall govern this Agreement in all respects,
whether as to its validity, construction, capacity, performance or otherwise.
7. Severability. The provisions of this Agreement shall be deemed
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severable and the invalidity or unenforceability of any provision shall not
affect the validity or enforceability of the other provisions hereof.
8. Entire Agreement. This Agreement, together with any understanding or
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modifications thereof as agreed to in writing by the parties, shall constitute
the entire agreement between the parties hereto.
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IN WITNESS WHEREOF, the parties have executed this Agreement on the day and
year first hereinabove written.
1st STATE BANCORP, INC.
Witnessed By:
_______________________
By --------------------------
Its Chairman of the Board
Witnessed By:
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Employee
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