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EXHIBIT 10.12
WEST GEORGIA
NATIONAL BANK
August 30, 2000
X. Xxxxx Xxxxx
0000 Xxxxxxxxxx Xxxxx
Xxxxxxxxxxxx, XX 00000
RE: WEST GEORGIA NATIONAL BANK ("WGNB") EMPLOYMENT OF
X. XXXXX XXXXX ("EMPLOYEE")
Dear Xx. Xxxxx:
The purpose of this letter is to set forth the new terms upon which
WGNB agrees to employ you and under which you agree to be employed at WGNB.
SERVICES. The services you will now perform for WGNB are as follows:
Executive Vice President as described in the attached Job Description (Exhibit
"A"). Of course, your responsibilities may change from time to time based on
determinations made by the Board of Directors or more senior officers. At this
time, you will report to X. Xxxxxxxx Xxxxxx, the Chief Executive Officer.
TERM. This Agreement is for a term of two (2) years and may be extended
for one additional year if neither party gives notice of termination more than
ninety (90) days before the expiration of the initial term.
COMPENSATION AND BENEFITS. You will be compensated in exchange for your
services and the other agreements made in this letter. From the time you agree
to the terms of this letter until such time that this letter is amended or such
time that your employment is terminated, WGNB will pay you for your services at
a rate of $94,497.52 annually. Your compensation will be reviewed during your
annual performance review, and may be increased based on a number of factors
within the discretion of WGNB, including your performance and WGNB's
performance. You will be reimbursed for all reasonable expenses incurred in the
course of business. Because WGNB will have the sole right to determine what is
reasonable, we recommend that before incurring expenses, you consult with Xx.
Xxxxxx or whomever you report to at the time the expense may be incurred. You
are also eligible to receive the benefits WGNB offers to employees of your
level. In addition, so long as you are employed by WGNB we will provide you with
$150.00 per month in gas chits. You are also eligible to receive compensation as
set forth in the Executive Compensation Plan and the Bonus and Stock Option
Plan. You may also be permitted to participate in other plans at the discretion
of the Board of Directors or a committee thereof.
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PROPRIETARY AND TRADE SECRET INFORMATION: You also acknowledge and
agree that during the term of this Agreement, you will have access to trade
secrets and other confidential information peculiar to WGNB's business, the
disclosure or use of which would injure WGNB's business. Therefore, you agree
that you will not at any time during or for two (2) years after the term of this
Agreement, use, reveal, or divulge any trade secrets. In addition, you agree
that during the term of this Agreement and for a period of three (3) years
thereafter, you will not use, reveal, or divulge any confidential information.
However, you shall not be required to keep confidential any trade secrets or
confidential information that is or becomes publicly available, is independently
developed by you outside of the scope of this Agreement, or is rightfully
obtained from third parties.
COMPETITION. You acknowledge that as Executive Vice President, you
shall be engaged in certain activities for WGNB as described in the attached Job
Description (Exhibit "A"). You also acknowledge that you are performing these
activities for WGNB in Xxxxxxx County, Georgia (the "Territory"). You agree,
that during your employment with WGNB, and for a period of twenty-four (24)
months thereafter, you shall not in any manner, directly or indirectly, render
services in the capacity of an officer, supervisor or manager (including
supervisory or managerial services performed as an advisor, consultant or
independent contractor), or render services substantially similar to services
rendered by you to WGNB in the specific area of WGNB's business in which you are
involved in the Territory.
SOLICITATION OF CUSTOMERS. You also agree that during the term of your
employment, and for a period of twenty-four (24) months thereafter, you will not
within the Territory, directly or indirectly, on your own behalf or on behalf of
or in conjunction with any person or legal entity other than WGNB, actively
solicit the business or patronage of any of the clients, customers or accounts
of WGNB served by you during the term of this Agreement.
FORM OF RELIEF FOR CERTAIN BREACHES. In the event of your actual or
threatened breach of the preceding two paragraphs, WGNB, in addition to all
other rights, shall be entitled to an injunction restraining Employee therefrom.
Nothing herein shall be construed as prohibiting WGNB from pursuing any other
available remedy for such breach or threatened breach, including the recovery of
damages from Employee. This provision shall remain in full force and effect in
the event Employee should claim that WGNB violated any of the terms of this
Agreement.
IMPACT OF TERMINATION CAUSES UPON COMPETITION AND SOLICITATION. Your
employment may terminate in one of two fashions: either you terminate your
employment, or WGNB terminates your employment.
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If you terminate your employment with WGNB for any reason, the
provisions of the sections regarding Competition and Solicitation of Customers
shall have full force and effect.
WGNB may terminate your employment in one of two fashions: either with
cause, or without cause. A termination "with cause" under this section of this
letter agreement (as opposed to the next section which has a broader definition)
occurs when two conditions are satisfied. First, there must be a "change in
control." (A "Change of control" means any transaction or series of related
transactions, which result in (1) transfer of more than 50% of the common stock
of WGNB Corp., excluding mergers or consolidations; (2) sale of all or
substantially all of WGNB Corp.'s assets, or (3) any merger or consolidation
with another company where the surviving entity is directly, controlled by
persons other than shareholders of WGNB Corp.) Second, after a change in control
and at any time before your last date of employment with WGNB, you decline to
serve WGNB in another position or function at any location within the company
without a reduction in salary.
If WGNB terminates you without cause, then the provisions of the
sections regarding Competition and Solicitation of Customers shall have no force
and effect. If WGNB terminates you with cause as defined in this Section, those
provisions shall have full force and effect. Any termination that is not with
cause is without cause.
IMPACT OF TERMINATION CAUSE UPON SEVERANCE COMPENSATION. This Section
applies only to termination of your employment by WGNB, as opposed to your own
termination of your employment. WGNB may terminate your employment in one of two
fashions: either with cause, or without cause. For the purposes of this Section,
termination with cause includes the definition in the preceding Section, and
also includes any other instance in which a similarly situated employer would
terminate employment, including but not limited to theft, dishonesty,
nonperformance and violation of policy. If you are terminated without cause you
shall receive upon such termination a lump-sum payment equal to twenty-four (24)
months salary plus accrued vacation. If you are terminated with cause you will
receive no such lump sum.
MISCELLANEOUS. This letter constitutes the entire agreement between the
parties and supersedes any prior understanding or agreement among them
respecting the subject matter hereof. There are no representations,
arrangements, understandings or agreements, oral or written, among the parties
hereto relating to the subject matter of this Agreement, except those fully
expressed herein. No waiver of any provision hereof will be valid or binding on
the parties hereto, and no waiver on one occasion shall be deemed to be a waiver
of the same or any other provision hereof in the future. Should any part of this
Agreement, for any reason, be declared invalid by an arbitrator or a court of
competent jurisdiction, such decision or determination shall not affect the
validity of any remaining portion, and such remaining portion shall remain in
force and effect as if this Agreement had been executed with the invalid portion
eliminated; provided, that in the event of
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declaration of invalidity, the provision declared invalid shall not be
invalidated in its entirety, but shall be observed and performed by the parties
to the extent such provision is valid and enforceable. This Agreement may only
be amended in writing, signed by all of the parties. This Agreement may be
assigned by WGNB to any parent, subsidiary or successor-in-interest without
consent of Employee. This Agreement shall be governed by the laws of the State
of Georgia, and all disputes arising out of or relating to this Agreement shall
be litigated in Federal Court in the State of Georgia or State Court in Xxxxxxx
County, State of Georgia. The parties to this Agreement consent to jurisdiction
and venue in those courts.
If you agree with the terms of this letter, please signify by signing
below.
Sincerely,
West Georgia National Bank
By: /s/ X. Xxxxxxxx Xxxxxx
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X. XXXXXXXX XXXXXX
Its: CHIEF EXECUTIVE OFFICER
Xxxxxx to and accepted, this 30th day of August, 2000.
/s/ X. Xxxxx Xxxxx
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X. Xxxxx Xxxxx
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WEST GEORGIA NATIONAL BANK
JOB DESCRIPTION
JANUARY, 2000
JOB TITLE: EXECUTIVE VICE PRESIDENT RETAIL BANKING DIVISION
AND CHIEF OPERATING OFFICER
JOB CODE: E 108
DEPARTMENT: RETAIL
REPORTS TO: CHIEF EXECUTIVE OFFICER
APPROVED BY: DATE:
------------------------ ---------------------
SUMMARY:
This Senior-Management position oversees/directly coordinates
activities/functions for the following responsible management positions:
(1) All Branch Manager/Officers
(2) All Consumer and Branch Loan Officers
(3) New Accounts Manager
(4) Teller Supervisor/Security Officer
(5) Marketing/Advertising
(6) Director of Human Resources
Accomplished through and by identifying/defining measurable objectives to ensure
profitability for the bank, growth of loans and deposits, increased non-interest
fee income, consistent delivery of quality customer service and development of
employees.
Responsible for retail products/services development and appropriate delivery,
credit insurance profitability and retail loan/deposit rates. This position also
oversees ATM functions, check card product and appropriate responsibility center
budget variances.
Responsible for organizing, planning and directing the bank's consumer loan
portfolio and the management of the consumer loan function.
Directs/manages the marketing and advertising functions utilizing appropriate
means within defined budget.
ESSENTIAL DUTIES AND RESPONSIBILITIES include the following. Other duties may be
assigned. Has responsibility for:
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Developing the short- and long-term goals and objectives of the consumer loan
department, Branch Officers, New Accounts Manager, Teller Supervisor/Security
Officer and Director of Human Resources.
Establishes consumer lending policies and operating procedures that are
consistent with overall bank policies and operations objectives.
Processing and approving or rejecting primarily consumer loans.
Interviews applicants to develop information concerning their loan needs,
earnings, and financial condition in order to determine if a loan is an
acceptable risk.
Directs activities of Consumer and Branch Loan Officers, Branch Managers, New
Accounts Manager, Teller Supervisor/Security Officer and Director of Human
Resources.
Participating in sales development activities. Cross-sells services in a
professional manner. Participates in community affairs to increase the bank's
visibility and to enhance new business opportunities.
Following current loans to ensure compliance with terms; coordinating lending
activities with others in the bank.
Keeps informed of market conditions and competitive interest rates to implement
changes in the bank's rate structure. Revises departmental goals and objectives
based on changes in market conditions and other factors.
Monitors loan repayment activities and takes necessary action to collect from
past due accounts resolving delinquent loans and problem accounts to establish
current basis.
Work with loan documentation clerk on tracking reports to eliminate
deficiencies.
Presents loans over lending authority to Executive Loan Committee for approval.
Encourages the growth and professional development of officers through
supervision and direction of their activities. Reviews loans for compliance with
lending objectives, compliance, policies and procedures.
Is responsible for maintaining compliance with all applicable laws and
regulations concerning consumer lending.
Works closely with Consumer and Branch Loan Officers, keeping them informed of
changes in policies and procedures and ensuring that they and their staff are
well-trained in the consumer lending function.
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Continually reviews journals, articles, publications, and other material to
review regulatory legal changes pertinent to the consumer lending operation and
to ensure that departmental policies and procedures comply with all applicable
laws and regulations.
Provides detailed information for preparing the department budget including
projected volume, rate of return and expenditures.
Oversees all aspects of the retail banking function and origination
responsibility from initiating new products and services to final
implementation. Responsible for functions and profitability of department, i.e.
credit card, retail sales, home equity, ATMs, check card, merchant bankcard,
retail loan products, etc.
Oversees marketing/advertising functions for the bank, includes but not limited
to coordinating all advertising media utilization, image development and
delivery, marketing promotional items, etc.
Develop sales-training to improve point-of-sale skills of all retail customer
contact employees.
Sets objectives and monitors progress in achieving goals for all direct report
officers.
Assists Director of Human Resources in maintaining a quality work force that is
fairly compensated, trained properly and given opportunities to advance within
the bank.
SUPERVISORY RESPONSIBILITIES:
Xxxxxxx subordinate supervisors who may supervise employees in the consumer
lending area. Is responsible for the overcall direction, coordination, and
evaluation of this unit. Also, may directly supervise non-supervisory employees.
Xxxxxxx out supervisory responsibilities in accordance with the organization's
policies and applicable laws. Responsibilities include interviewing, hiring, and
training employees; planning, assigning, and directing work; appraising
performance; rewarding and disciplining employees; addressing complaints and
resolving problems.
CRA REQUIREMENT:
All personnel are expected to understand the bank's obligations under the
Community Reinvestment Act and how to fulfill them. All employees shall
cooperate with and support the bank's CRA program. Staff will be held
accountable for any lack of cooperation that weakens the bank's CRA performance,
as reflected in internal audits, agency examinations and/or community protests.
PRODUCT KNOWLEDGE REQUIREMENTS:
It is the responsibility of all personnel to know and understand the bank's
products and services that are provided and give information to customers when
requested to do so.
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QUALIFICATION REQUIREMENTS:
To perform this job successfully, an individual must be able to perform each
essential duty satisfactorily. The requirements listed below are representative
of the knowledge, skill, and/or ability required. Reasonable accommodations may
be made to enable individuals with disabilities to perform the essential
functions.
EDUCATION AND/OR EXPERIENCE:
A technical level of knowledge normally acquired through completion of
a master's level program in business administration, finance or related
area. Five to seven years of progressively increasing responsible
consumer lending experience.
LANGUAGE SKILLS:
Ability to read, analyze, and interpret general business periodicals,
professional journals, technical procedures, policy procedures or
governmental regulations. Ability to write reports, business
correspondence, and procedure manuals. Ability to effectively present
information and respond to questions from groups of managers, clients,
customers, and the general public.
MATHEMATICAL SKILLS:
Good analytical skills with problem solving abilities. Ability to work
with mathematical concepts such as probability and statistical
inference, and fundamentals of cash flow and financial analysis.
Ability to apply concepts such as fractions, percentages, ratios, and
proportions to practical situations. The analytical ability to conduct
an analysis of an applicant's credit status and recommend alternatives
where the analysis reveals an insufficient financial posture.
REASONING ABILITY:
Ability to define problems, collect data, establish facts, and draw
valid conclusions. Ability to interpret an extensive variety of
technical instructions in mathematical or diagram form and deal with
several abstract and concrete variables.
CERTIFICATES, LICENSES, REGISTRATIONS:
Preferred Graduate of LSU School of Banking of the South or Georgia School of
Banking. Various BAI or AIB bank related courses are helpful.
OTHER SKILLS AND ABILITIES:
Possesses personal characteristics of intelligence, common sense,
inquisitiveness, listening skills, decisiveness, results oriented,
self-motivator, high level of confidence,
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manager of time, shows attention to details, ease in dealing with numbers,
negotiation skills, maturity, integrity, adaptability, sense of humor and a
student of human nature.
PHYSICAL DEMANDS:
The physical demands described here are representative of those that must be met
by an employee to successfully perform the essential functions of this job.
Reasonable accommodations may be made to enable individuals with disabilities to
perform the essential functions.
While performing the duties of this job, the employee is regularly required to
sit and talk or hear. The employee frequently is required to use hands to handle
or feel objects or controls. The employee is occasionally required to stand and
walk.
Specific vision abilities required by this job include close vision, distance
vision, peripheral vision, and the ability to adjust focus.
WORK ENVIRONMENT:
The work environment characteristics described here are representative of those
an employee encounters while performing the essential functions of this job.
Reasonable accommodations may be made to enable individuals with disabilities to
perform the essential functions.
The noise level in the work environment is usually quiet. May occasionally be
exposed to outside weather conditions while viewing collateral.
Exposed to potentially hazardous conditions, i.e., robbery. Receives detailed
instructions concerning procedures to be followed for minimal exposure.
