Exhibit 10(g) Employment Agreement - Xxxx Xxxxxxx
EMPLOYMENT AGREEMENT
This AGREEMENT made as of this 23rd day of June 1998 by and among
ADMIRALTY BANK, a Florida state bank with its principal place of business
located at 0000 XXX Xxxxxxxxx, Xxxx Xxxxx Xxxxxxx, XX 00000 (the "Employer"),
and XXXX XXXXXXX, an individual residing at 0000 X.X. 00 Xxxxx, Xxxx Xxxxx
Xxxxxxx 00000 (the "Executive").
WITNESSETH:
WHEREAS, Employer deems it to be in its best interests to secure and
retain the services of the Executive and the Executive desires to work for
Employer upon the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual promises and
undertakings herein contained, the parties hereto, intending to be legally bound
hereby, agree as follows:
1. Employment and Term.
(a) Employer hereby employs the Executive as President
and Chief Executive Officer of Employer (collectively, the "Position"),
reporting only to the Board of Directors of Employer and the Executive agrees to
serve in the employ of Employer in the Position.
(b) Employee's service in the Position shall commence on
July 1, 1998 (the "Effective Date"), and continue for a term of three and
one-half (3 1/2) years thereafter (the "Initial Term"), and which, subject to
paragraphs 1(c) and 1(d) hereof, shall upon the termination of the Initial Term
be automatically extended for a new one year period (the "Extension Term"), and
each Extension Term shall, upon its termination, likewise be extended for an
additional one year period.
(c) Employer shall have the right to terminate the
Executive's employment hereunder at any time, but if such termination is not for
"cause", Executive shall be entitled to receive the compensation and benefits
provided for under Section 3(e) hereof. If such termination is for "cause" as
defined below, Executive shall not be entitled to receive any compensation from
and after the date of such termination. For purposes of this Agreement, "cause"
means (i) the Executive's willful and continued failure substantially to perform
the duties of the Position, (ii) fraud, misappropriation or other intentional
material damage to the property or business of Employer, (iii) the Executive's
admission or conviction of, or plea of nolo
contendere to, any felony that adversely affects Employer's reputation or the
Executive's ability to perform his duties hereunder; (iv) Executive's willful
and continued disregard of any law, rule or regulation (other than traffic
violations or similar offenses) or final cease-and-desist order issued by or
regulatory consent agreement with any banking regulatory agency having
jurisdiction over the Employer; or (v) the poor financial performance of the
Employer in relation to certain designated financial results to be agreed upon
annually by Employer and Employee, and which shall include such measures as
return on average assets ("ROAA"), return on average equity, and the like, and
which shall take into account the performance of the Employer's peer group
institutions.
(d) This Agreement shall terminate upon Executives' death
or his disability, as defined herein. Upon Executives' death or his disability,
the obligation of Employer hereunder to pay Executive the compensation called
for under Section 3 hereof shall terminate, and Employer's only obligation shall
be to pay Executive any and all benefits to which Executive was entitled at the
time of such death or disability under any benefits plans of Employer then in
place. For purposes of this provision, the term "disability" shall mean
permanent and total disability, physical or mental, which, in the reasonable
estimation of the Board of Directors, prohibits Executive from performing the
duties and services required by the Position. Employer acknowledges the
Americans with Disabilities Act and, to the extent legally required, will
provide a reasonable accommodation to the Executive as required under such
statute.
2. Duties.
(a) Subject to the ultimate control and discretion of the
Board, the Executive shall serve in the Position and perform all duties and
services of an executive nature commensurate to the Position which the Board may
from time to time reasonably assign to the Executive.
(b) The Executive shall devote all of the Executive's
business time and attention (whether or not during normal business hours) to the
performance of the Executive's duties hereunder and, during the term of the
Executive's employment hereunder, shall not engage in any other business
enterprise (excluding non-profit or charitable organizations) which requires
more than five hours per week of the Executive's personal time or attention,
unless granted the prior permission of the Board. The foregoing shall not
prevent the Executive's purchase, ownership or sale of investment securities or
of any ownership interest in any business, provided that such ownership or
investment constitutes not more than five percent of the outstanding shares of a
corporation whose stock is listed on a national securities exchange or on the
National Association of Securities Dealers Automated Quotation System, or the
Executive's involvement in charitable or community activities, provided that the
time and attention which the Executive devotes to such activities does not
materially interfere with the performance of the Executive's duties hereunder.
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3. Compensation.
(a) For all services to be rendered by the Executive
under this Agreement, Employer agrees to pay the Executive a salary of not less
than One Hundred Twenty-Five Thousand and 00/100 Dollars ($125,000.00) per annum
during the term of this Agreement ("Base Compensation"), payable in accordance
with Employer's normal payroll practices as in effect from time to time.
Executive's Base Compensation will be reviewed by the Board in December of each
year of this Agreement to consider appropriate increases, if any based upon the
Employer's performance, inflation, compensation for executives at peer group
institutions and such other factors as the Board may deem appropriate. In
addition to the Base Compensation, Executive shall have the right to earn an
additional cash bonus in an amount determined annually by the Board of Directors
of the Employer based upon the Employer's financial performance. The percentage
of bonus actually earned by Executive shall be the percentage set forth in the
table below and based upon the Employer's return on average assets ("ROAA"):
ROAA Bonus Amount
Less than 1.0% No Bonus
1.0% to less than 1.2% 15%
1.2% to less than 1.5% 30%
1.5% to less than 1.7% 50%
1.7% to less that 2.0% 75%
2.0 % and above 100%
The total available bonus amount for the year ended December 31, 1998,
shall be $25,000 and will be payable to the Executive based upon achievement of
initial goals at the discretion of the Board of Directors. Future available
bonuses will be determined by the Board of Directors of the Employer at the
beginning of each year, based upon, among factors, the Employer's performance
for the prior year and budgeted performance for the current year. Nothing
contained herein shall prevent Employer from paying Executive any additional
bonus which the Board of Directors of Employer shall deem appropriate.
(b) In addition to the compensation provided for under
subparagraph (a) hereof, Executive shall be entitled to receive the following:
(i) an automobile allowance of $600 per month.
Executive agrees to comply with all reporting and/or reimbursement obligations
required by Employer pursuant to the applicable tax laws and regulations.
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(ii) hospital, health, medical, dental,
accidental death and disability, long term disability and life insurance of a
type currently provided to and enjoyed by other senior officers of Employer, and
shall be entitled to participate in any other employee benefit or retirement
plans offered by Employer to its employees generally or to its senior
management.
(iii) membership in a country club of his
reasonable choosing for use in business development purposes with Employer to
pay for the bond, if any, required by such country club (and thereby becoming
the record owner of the membership in such country club) and Employer shall pay
all fees associated with such membership, including initiation and annual fees
and all business-related fees and expenses.
(c) In addition to the benefits set forth in paragraph
(a)-(c) above, Executive, upon the Effective Date, shall be entitled to receive
a grant of options to purchase 25,000 shares of the Class B Common Stock of
Admiralty Bancorp, Inc., parent company of the Employer ("Bancorp"). The
Exercise Price of such options shall be the price at which such shares are sold
by Bancorp in its pending initial public offering. Such options shall be subject
to a vesting requirement, with one-quarter of the options becoming exercisable
on December 31, 1998, and one-quarter first becoming exercisable on each
December 31 thereafter, assuming Executive is then employed with Employer. The
Agreement evidencing such grant shall also provide that the vesting of such
options shall be accelerated upon a change in control of Employer. The options
shall have a ten (10) year term, and, to the extent permissible under the
Internal Revenue Code of 1986, as amended, shall constitute "incentive stock
options". Employer shall consider granting Executive substantial additional
options by July 1, 2000 based upon Employer's performance and Executive's
contribution to such performance.
(d) If Employer terminates the Executive's employment
hereunder, other than in accordance with paragraphs 1(c) for "cause" or 1(d)
hereof, at any time during the term of this Agreement, whether during the
Initial Term or any Extension Term, Employer shall continue to pay the Executive
the Base Compensation provided in paragraph 3(a) hereof, in a lump sum as soon
as practicable following the Executive's termination, for the remainder of the
Initial Term (but in no event for less than twenty-four (24) months), and
maintain in effect or pay the equivalent value of the medical and other
insurance benefits, if any, provided Executive hereunder for the remainder of
the Initial Term (but in no event for less than twenty-four (24) months).
Although Executive shall have no duty to mitigate any damages incurred in
connection with his termination by Employer other than in accordance with
paragraphs 1(c) or 1(d) hereunder, in the event Executive obtains new employment
and such new employment provides for hospital, health, medical and life
insurance, and other benefits in a manner substantially similar to the benefits
payable by Employer to Executive hereunder upon the date of his termination,
Employer may permanently terminate any duplicative benefit it is otherwise
obligated to provide.
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4. Vacations. The Executive shall be entitled each year to four
(4) weeks of vacation time during which vacation the Executive shall continue to
receive the compensation provided in paragraph 3 hereof. Each vacation shall be
taken by the Executive at such time or times as the Executive reasonably
determines, taking into account Executive's duties as set forth in Section 2
hereof and Employer's business needs at any particular time.
5. Expenses. Employer shall promptly reimburse the Executive for
all reasonable expenses paid or incurred by the Executive in connection with his
employment hereunder, upon presentation of expense vouchers or appropriate
documentation therefor reasonably requested by Employer. Employer shall provide
a cellular phone to Executive for business purposes and provide Executive with a
corporate credit card for use in paying business related expenses.
6. Change in Control.
(a) Upon the occurrence of a Change in Control (as herein
defined) the Executive shall be entitled to the benefits provided under
paragraph (c).
(b) A "Change in Control" shall mean:
(i) a reorganization, merger, consolidation
or sale of all or substantially all of the assets of
Bancorp or a similar transaction in which Bancorp is
not the resulting entity;
(ii) individuals who constitute the
Incumbent Board (as herein defined) of Bancorp cease
for any reason to constitute a majority thereof;
(iii) an event of a nature that would be
required to be reported in response to Item I of the
current report on Form 8-K, as in effect on the date
hereof, pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 0000 (xxx "Xxxxxxxx Xxx");
(iv) Without limitation, a change in control
shall be deemed to have occurred at such time as any
"person" (as the term is used in Section 13(d) and
14(d) of the Exchange Act), excluding any employee
benefit plan or the trustee of any employee benefit
plans established by Employer from time to time,
becomes after the date hereof a "beneficial owner"
(as defined in Rule 139(d) under the Exchange Act)
directly or indirectly, of securities of Bancorp
representing 25 percent or more of Bancorp's
outstanding securities ordinarily having the right to
vote at the election of directors;
(v) A tender offer is made for 25 percent or
more of the voting securities of Bancorp and the
shareholders owning beneficially or of record 25
percent or more of the outstanding securities of
Bancorp have tendered or offered to sell their shares
pursuant to such tender offer and such tendered
shares have been accepted by the tender offeror.
For these purposes, "Incumbent Board" means the Board of
Directors of Bancorp on the Effective Date, provided that any person becoming a
director subsequent to the Effective Date whose election was approved by a vote
of at least three-quarters of the directors comprising the Incumbent Board, or
whose nomination for election by members or stockholders was approved by the
same nominating committee serving under an Incumbent Board, shall be considered
as though he were a member of the Incumbent Board.
(c) In the event the conditions of paragraph (a) above
are met, Executive shall be entitled to receive his then current Base
Compensation for a period of twenty-four (24) months. Such payments will be made
in a lump sum simultaneous with the change in control. In addition, Employer
shall continue to provide Executive with hospital, health, medical and life
insurance, and any other benefits in effect at the time of such termination
through the end of such period. Executive shall have no duty to mitigate damages
in connection with his termination by Employer or its successor hereunder
without cause. However, in the event Executive obtains new employment and such
new employment provides for hospital, health, medical and life insurance, and
other benefits, in a manner substantially similar to the benefits payable by
Employer to Executive upon the date of such termination, Employer may
permanently terminate the duplicative benefits it is obligated to provide
hereunder.
(d) Amended hereby to include the Senior Management 2002
change in Control Bonus Program terms.
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7. Notices. Any notice required or permitted to be given under
this Agreement shall be sufficient, if in writing and if sent by registered or
certified mail to either party hereto at their respective addresses set forth
above. All notices shall be deemed given when mailed.
8. Assignability. The services of the Executive hereunder are
personal in nature, and neither this Agreement nor the rights or obligations of
Executive hereunder may be assigned, whether by operation of law or otherwise.
This Agreement shall be binding upon, and inure to the benefit of, Employer and
its successors and assigns. This Agreement shall inure to the benefit of the
Executive's heirs, executors, administrators and other legal representatives.
9. Waiver. The waiver by Employer or the Executive of a breach of
any provision of this Agreement by the other shall not operate or be construed
as a waiver of any subsequent or other breach hereof.
10. Applicable Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Florida without giving
effect to principles of conflict of laws.
11. Entire Agreement. This Agreement contains the entire agreement
of the parties hereto with respect to the subject matter hereof and may not be
amended, waived, changed, modified or discharged, except by an agreement in
writing signed by the parties hereto.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
under their respective hands and seals as of the day and year first above
written.
ATTEST: ADMIRALTY BANK
By:
--------------------------------- ---------------------------------
Chairman of the Board
EXECUTIVE
WITNESS:
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Xxxx Xxxxxxx
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