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COUNTY OF RICHMOND )
KEY OFFICER COMPENSATION AGREEMENT
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THIS AGREEMENT made and entered into as of the 1/st/ day of January
2000, between Georgia Bank & Trust Company of Augusta, a banking corporation
organized and existing under the laws of the State of Georgia (hereinafter
called the "Bank") and Xxxxxx X. Xxxxxxx, a salaried employee of the Bank
(hereinafter called the "Executive"), pursuant to a duly authorized resolution
of the Compensation Committee of the Board of Directors of the Bank.
In consideration of the mutual covenants hereafter set forth, the good
and valuable services to be rendered by the Executive to the Bank commencing on
the date of this Agreement, and for other good and valuable consideration, the
receipt and sufficiency of which are acknowledged, the parties agree as follows:
1. EMPLOYMENT.
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The Bank hereby agrees to employ the Executive, and the
Executive hereby agrees to work for the Bank, on the terms and
conditions hereinafter set forth subject to the general
supervision and direction of the Bank.
2. TITLE AND DUTIES OF POSITION.
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The Executive shall have the title of Executive Vice
President/Chief Operating Officer for Georgia Bank & Trust Company
of Augusta, and Georgia Bank Financial Corporation ("GBFC"), and
in this capacity, the Executive shall be required to perform all
the duties and discharge all of the responsibilities which are
described and detailed in the attached position description (see
Schedule 1).
The Executive agrees to devote his full and exclusive time,
effort and attention to the performance of his duties and to
devote his best efforts and skills exclusively to the business and
interests of the Bank and perform all duties required by this
Agreement and as designated by the board of Directors of the Bank.
The Executive agrees to hold such corporate offices with the Bank
to which the Executive is from time-to-time elected and to
discharge all duties imposed upon the Executive as set forth in
the bylaws of the Bank. With the consent of the Board of directors
of the Bank, the Executive may serve as a member of the Board of
Directors of another company, or companies.
3. TERMS OF AGREEMENT.
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The term of this Agreement shall commence as of the date of
this Agreement and shall terminate on December 31, 2002. This
contract shall be renewed for additional terms of three (3) years
each upon the approval of the Compensation Committee of the Bank.
Such approval shall occur on or before December 31/st/ of each
year, and shall be acknowledged by the Compensation Committee
recording the same in its meeting minutes. In the event the
Compensation Committee fails to renew the term of this Agreement
prior to December 31 of any year, the term of this Agreement shall
expire on December 31, two (2) years later.
4. COMPENSATION.
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a. Base Salary. The Bank agrees that, as of the effective date
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of this Agreement, it shall pay the Executive an annual base
salary of $120,0000.00 ("Base Salary"), which shall be paid
in equal semi-monthly installments. During the term of this
Agreement, the Bank shall review the Executive's Base Salary
annually and shall advise the Executive on or before
February 28th of each year of any adjustment in salary, with
such adjustment, if any, retroactive to January 1/st/. It is
anticipated that the first salary review will occur no later
than February 28, 2000 for the period beginning January 1,
2000.
b. Annual Incentive Compensation. Effective January 1, 2000 for
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the year ending December 31, 2000 and successive years under
this Agreement, it is the intention of the Bank to provide
the Executive with an annual incentive compensation award
("Annual Incentive Compensation"), in addition to Base
Salary, in recognition of the efforts and production
achieved by the Executive. The amount of the Annual
Incentive Compensation to be paid to the Executive is to be
determined by the Compensation Committee of the Board of
Directors within two months after the end of each fiscal
year.
c. Stock Appreciation Rights and Incentive Stock Option. The
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Executive shall be eligible to participate in the Executive
Long-Term Incentive Plan adopted by Georgia Bank Financial
Corporation. The Executive has been previously awarded Stock
Appreciation Rights. Subsequent awards will be determined
annually by the Compensation Committee of the Board of
Directors.
d. Incentive Compensation - Change of Control. In the event of
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a change of control of the Bank as defined herein, Executive
shall be entitled (in addition to the benefits set forth
hereinabove) upon closing of the transaction effecting such
change of control to a cash payment of an amount equivalent
to two times the Executive's average base salary plus cash
bonuses paid during the last five (5) years (minus such
federal and state income tax withholding and social security
taxes as may be applicable to the Bank under federal or
state law) as a result of such financial transaction.
The payments provided for in this section shall be
payable by the Bank only to the extent that such payments
are deductible by the Bank and are not rendered non-
deductible by Section 280G(b)(1) of the Internal Revenue
Code of 1996 as amended. The cash payment provided for in
this section shall be paid by the Bank not later than ten
(10) days after the date of closing of the transaction
effecting the change of control of the Bank.
For the purpose of this section, "change of control" of the
Bank shall mean:
(i) Any transaction, whether by merger, consolidation,
asset sale, tender offer, reverse stock split or otherwise,
which results in the acquisition or beneficial ownership, as
such term is defined under rules and regulations promulgated
under the Securities Exchange Act of 1934, as amended, by a
person or entity or any group of persons or entities acting
in concert, of 50% or more of the outstanding shares of
common stock of the GBFC.
(ii) the sale of all or substantially all of the assets of
the Bank and/or GBFC.
(iii) approval by the shareholders of the GBFC of a plan of
liquidation of the GBFC or the Bank.
e. Non-Qualified Defined Benefit Plan, with minimum monthly
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benefit at retirement age of 65 of $10,000. This benefit
shall remain an obligation of the Bank and its successors,
and shall be fully funded to age 65 regardless of a "change
of control" referred to in Section 6(d) hereinbelow or
continued employment of the Executive after the "change of
control."
f. Other. The Executive shall be eligible to participate in the
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Group Medical and Life Insurance Plan, 401K Savings Plan,
and Cafeteria Plan, if and to the extent that such are
provided to all Bank employees. In the event of a "change of
control", the Executive has the option to take a reduced
benefit at early retirement, or defer to age 65 as defined
in the Non-qualified Defined Contribution Retirement Plan.
5. REIMBURSEMENT OF BUSINESS EXPENSES.
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The Executive shall be reimbursed for all necessary business
expenses, including payment of membership dues at the Augusta
Country Club, and monthly dues of a civic club. The Executive
shall also be provided an automobile for personal and business use
commensurate with his position.
6. TERMINATION OF EMPLOYMENT.
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a. Death or Permanent Disability of Executive. In the event
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that the employment of the Executive shall be terminated by
reason of the death or permanent disability of the
Executive, then the Bank shall pay to the Executive's estate
(or beneficiary designated by the Executive in a written
notice to the Bank in the event of the Executive's death) or
to the Executive (in the event of permanent disability) an
amount equal to six months of the Executive's then current
Base Salary. Further, all cash amounts, if any, previously
earned and voluntarily or automatically deferred under the
Annual Incentive Compensation arrangement shall become 100%
vested and payable under the terms of such deferral
agreement(s). The term "permanent disability" as used in
this Agreement means the inability of the Executive to
perform the duties specified in this Agreement for three
hundred sixty (360) consecutive calendar days.
b. Discharge for Cause or Voluntary Termination by Executive.
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The Executive may be discharged by the Bank for just cause;
in which event this Agreement and all of the rights and
obligations of the parties, unless otherwise provided, shall
forthwith terminate. The term "just cause", as used in this
Agreement, shall mean a substantial and objective act of
misfeasance or nonfeasance by the Executive which is plainly
sufficient, under sound banking principles (as recognized by
the Georgia Department of Banking and Finance and/or the
Federal Deposit Insurance Corporation to the extent said
agencies would no longer approve the Executive to hold a
comparable executive position), to conclude that the
Executive is unfit to continue in the capacities stated in
this Agreement. Notwithstanding the foregoing, however, the
rights, obligations and duties of the parties arising by
virtue of Paragraph 8 (as applicable) of this Agreement
shall not terminate and shall nevertheless remain binding
upon the parties to this Agreement as independent covenants.
In the event of termination by the Bank for just cause, or
voluntary termination by the Executive, the Executive shall
not be entitled to any severance compensation. Cash amounts,
if applicable, voluntarily deferred shall be payable in
accordance with the terms of such deferral agreement(s). The
rights of the Bank and Executive under the Executive Long-
Term Incentive Plan shall be exercisable in accordance with
the terms of the respective plans and award agreements.
c. Discharge Without Cause. If the employment of the Executive
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is terminated by the bank for any reason other than just
cause, death or permanent disability, then the Bank, its
successor or the successor to Georgia Bank & Trust Company
of Augusta, shall pay the Executive his then current Base
Salary for two (2) years or the remaining term of this
Agreement, whichever is greater, which shall be paid by the
Bank to the Executive in consecutive monthly installments
commencing on the 1/st/ day of the month following discharge
of the Executive without cause. Additionally, the Bank shall
continue to provide, at its expense, medical coverage then
in force for the Executive and his family for two (2) years
or the remaining term of this Agreement, whichever is
greater. Notwithstanding the foregoing, if the Executive
accepts other employment within the 24 month period during
which the Bank has agreed to pay the Executive, the Bank
shall be relieved of any obligation to pay the Executive all
remaining unpaid monthly installments of the Base Salary and
medical coverage benefits. All cash amounts, if any,
previously earned and voluntarily deferred shall become 100%
vested and payable in accordance with the terms of such
deferral agreement(s).
d. Optional Termination ("Change of Control"). In the event
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that 50% of the issued and outstanding shares of the Bank or
its parent, GBFC, excluding the shares set aside pursuant to
an incentive stock option plan, are acquired by any one
entity or person, or group of persons or entities acting in
concert which are not shareholders on the effective date of
this Agreement, the Executive shall have certain rights, as
follows. If Executive is required by the Bank, its successor
or the successor to GBFC to (i) relocate to a geographical
area more than fifty (50) miles from 0000 Xxxxxxx Xxxx,
Xxxxxxx, Xxxxxxx or (ii) accept a reduction in Total Annual
Compensation below the rate in effect on the Take Over Date,
or (iii) perform duties and occupy a position other that
described in Paragraph 2 above, the Bank, its successor or
the successor to GBFC shall pay the Executive his Total
Annual Compensation (at the rate in effect on the Take Over
Date) and continue to pay medical insurance benefits then in
force for the Executive and his family for a term equal to
two (2) years or the remaining term of this Agreement,
whichever is greater. In the event the Executive
subsequently obtains medical insurance benefits through
other employment during the period that such benefits are
provided by the Bank under this Paragraph, the Bank shall be
relieved of its obligation to pay for medical insurance for
the Executive.
7. AGREEMENT NOT TO COMPETE AND TO SOLICIT EMPLOYEES.
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The Executive agrees that during the period applicable in
Paragraph 6(c) following Discharge Without Cause of his employment
by the Bank, for whatever reason (and regardless of whether this
contract expires or is terminated), he will not, on his own behalf
or in the service of others, compete with the Bank within a
twenty-five (25) mile radius of the principal office of the Bank
located at 0000 Xxxxxxx Xxxx, Xxxxxxx, Xxxxxxxx Xxxxxx, Xxxxxxx,
and he will not, on his own behalf or in the service of others,
solicit, divert or hire away or attempt to solicit, divert or hire
away, to any competing business and person employed by the Bank,
whether such employment was for a determined period or at will.
8. COVENANT NOT TO DISCLOSE TRADE INFORMATION.
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The Executive covenants and agrees that he will not, at any
time, or in any manner, either directly or indirectly, divulge or
disclose to any firm, individual or institution any information
concerning or related to the business of the Bank, including its
customers, shareholders, manner of operation, projections,
accounting procedures or other information pertaining to the
business or affairs of the Bank, all of which are deemed trade
secrets which are deemed confidential material and important.
Further, upon termination of this Agreement, with or without
cause, the Executive agrees that he will continue to treat as
private and privileged all information, data, figures,
projections, customer lists, manner of operations and identity of
shareholders each of which is a trade secret, and will not release
any such information to any person, firm or institution, and the
Bank shall be entitled to an injunction by any competent Court to
enjoin and restrain the unauthorized disclosure of such
information. The Executive agrees that upon termination of his
employment, with or without cause, he will surrender to the Bank,
in good condition, any record or records pertaining to the
operation of the Bank kept by the Executive during the course of
his employment.
9. BINDING ON HEIRS, ETC.
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This Agreement shall be binding upon, and shall inure to the
benefit of the heirs, successors and assigns of the parties.
However, the Executive acknowledges that this contract is a
personal service contract and the rights, duties and
responsibilities of the Executive hereunder including the right to
receive compensation, may not be delegated or assigned, pledged or
hypothecated without the express written consent of the Bank.
10. MODIFICATION.
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As to matters specifically determined and covered by this
Agreement, this Agreement represents the complete and entire
agreement of the parties. It is understood that the Executive
shall have the right to be temporarily absent from employment on
vacations, sick leave, personal emergencies or for other normal
causes or situations as defined in the Personnel Manual. As to
matters specifically covered and determined by this contract,
these matters shall be modified only by subsequent written
agreement of the parties.
IN WITNESS WHEREOF, the parties hereto have executed, acknowledged,
sealed and delivered this Agreement the date and year first set forth above.
EXECUTIVE
(L.S.)
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BANK
Georgia Bank & Trust Company of Augusta
By:
As its
Georgia Bank Financial Corporation joins in this Agreement for the sole
and exclusive purpose of assenting to the provisions of Paragraph 4(c)
pertaining to Executive Long-Term Incentive Plan adopted by Georgia Bank
Financial Corporation and Paragraph 6(d) pertaining to Optional Termination.
Georgia Bank Financial Corporation
By:
As its
Schedule 1
GEORGIA BANK FINANCIAL CORPORATION
Position Description- Executive Vice President/Chief Operating Officer
SUMMARY
The Executive Vice President/Chief Operating Officer is responsible for
the day-to-day operation and conduct of the affairs of the holding company,
Georgia Bank Financial Corporation.
The Executive Vice President/Chief Operating Officer is accountable to
President/CEO and the Board of Directors for the financial performance and
regulatory condition of the holding company.
DUTIES
Assure compliance with all governing regulations of the Federal Reserve
Board, Department of Banking and Finance and Securities and Exchange Commission
to include accurate and timely filing of all reports.
Coordinate legal, accounting and other necessary outside service
providers to accomplish necessary compliance and financial reporting
requirements.
GEORGIA BANK & TRUST COMPANY
Position Description- Executive Vice President/Chief Operating Officer
SUMMARY
The Executive Vice President/Chief Operating Officer is responsible for
the day-to-day operation and conduct of the affairs of Georgia Bank & Trust
Company.
The Executive Vice President/Chief Operating Officer is accountable to
the President/CEO and the Board of Directors for the financial performance and
regulatory condition of the Bank.
DUTIES
Maintain a position of leadership within the Bank and retain an
effective management team to provide for the successful and profitable operation
of the Bank.
Direct, control and monitor the performance of management in key
functional areas to achieve desired results.
Assure compliance with all regulatory requirements for the continued
operation of the Bank in a safe and sound manner consistent with regulatory
expectations and the avoidance of regulatory criticism.
Direct the investment and asset/liability functions to meet internal
policy and regulatory requirements.
Support the activities of the internal auditor and act as liaison with
the external auditor to assist in the proper discharge of their duties as
directed by the Audit Committee.
Maintain an active role in community affairs to assure the Bank's
visibility and commitment.
Work with various committees of the Board and the Board of Directors to
recommend and implement policy changes necessary to fulfill duties outlined
above.
The fulfillment of these duties is intended to result in the successful
and profitable operation of the Bank, thereby protecting and increasing the
value of shareholder interests.
