EXHIBIT 10.39
AGREEMENT
THIS AGREEMENT is entered into as of this 31st day of December, 1994,
by and among X.X. Xxxxxx ("Employee"), and Hibernia National Bank, a national
banking association ("Hibernia").
W I T N E S S E T H:
WHEREAS, Hibernia intends to acquire by merger Pioneer Bancshares
Corporation ("Pioneer"), of which Employee is the President;
WHEREAS, Employee is a unique repository of information and knowledge
concerning Pioneer, its customers and its operations;
WHEREAS, Hibernia desires to have the benefit of such knowledge and
experience and recognizes that such knowledge and experience would be valuable
to competitors of Hibernia to the detriment of Hibernia;
NOW, THEREFORE, in consideration of the premises and of the respective
representations, warranties and covenants hereinafter set forth, the parties
hereto hereby agree as follows:
1. EMPLOYMENT. Hibernia agrees to employ Employee and Employee agrees
to remain in the employ of Hibernia, upon the terms and subject to the
conditions provided herein.
2. POSITION AND TITLE. During the period of his employment hereunder,
Employee shall be employed as City President, Shreveport Region, or such other
title as may be mutually agreed by the parties, and shall perform services when
and as directed by Hibernia, as more fully described in Section 3 hereof.
3. DUTIES. Employee's duties shall include those duties that may, from
time to time, be delegated to Employee by the President of Hibernia, and such
other responsibilities as may, in the sole discretion of the President of
Hibernia, be necessary or appropriate to the position of City President,
Shreveport Region. The duties would include, but not necessarily be limited to,
supervising the day-to-day operations of the Shreveport branches, assisting in
the integration of Pioneer into the operations of Hibernia, and supervising
management personnel involved in the Shreveport operations. During the period of
this employment hereunder, Employee shall devote his business time, attention,
skill and efforts to the faithful performance of his duties hereunder. During
the term of his employment under this Agreement, Employee may not serve, or
continue to serve, on the board of directors or hold any other office or
position with any other financial institution within the Affected Area, as
defined below.
4. COMPENSATION.
(a) Salary. Hibernia will pay Employee $_____ per year to
compensate Employee for the duties and
responsibilities performed for Hibernia described in
Section 3 above. During the term of his employment,
Employee's salary will be paid currently in equal
installments twice monthly, on the 15th and the last
business day of each month. The foregoing salary may
be increased, but not decreased, by the Board of
Directors of Hibernia or any committee of such Board
to which such responsibility is generally or
specifically delegated.
(b) Benefits. Employee during the term of his employment
shall also be entitled to receive such benefits as
Hibernia may provide for its employees pursuant to
any policy of Hibernia authorized by its Board of
Directors, including, but not limited to,
reimbursement of professional dues and fees and the
reasonable cost of continuing professional education.
5. TERM. Employee's employment under this Agreement shall
commence at the Effective Date pursuant to the Agreement and Plan and Merger
(the "Agreement") dated June 1, 1994 by and between the Hibernia Corporation and
Pioneer Bancshares Corporation and shall terminate five years from the Effective
Date, (the "Contractual Termination Date"). This Agreement may be terminated
sooner in accordance with any provision hereof.
6. TERMINATION.
(a) Death or Disability.
(i) Employment shall terminate upon Employee's
death.
(ii) If Employee becomes, in the good faith
judgment of Hibernia's Board of Directors,
physically or mentally disabled so as to be
eligible to receive benefits pursuant to the
disability insurance policy provided to
Employee pursuant to this Agreement,
Hibernia may, at its option, terminate
employment upon not fewer than 15 days'
written notice.
If employment is terminated pursuant to this
Subsection 6(a), Employee or his heirs, estate,
executor and administrator shall be entitled to
receive, and Hibernia shall pay to Employee or his
heirs, estate, executor or administrator unpaid
salary through the Contractual Termination Date.
(b) Termination for Cause. This Agreement may be
immediately terminated by Hibernia if:(i) after the
Effective Date, Employee knowingly and intentionally
commits, or is arrested for or otherwise officially
charged with, a felony or a crime involving moral
turpitude or any other criminal activity or unethical
conduct that, in the good faith opinion of the Board
of Directors of Hibernia, would seriously impair
Employee's ability to perform his duties hereunder or
would impair the business reputation of Hibernia or
(ii) in good faith opinion of the Board of Directors
of Hibernia, Employee has knowingly or intentionally
violated any statute, rule, or regulation under the
federal securities or banking laws, the securities of
banking laws of any state, or any provision of this
Agreement.
(c) Termination for Good Reason. Employee may terminate
this Agreement at any time for "Good Reason", defined
to mean, (i) while Employee is an employee, the
assignment to him of any duties or responsibilities
which in his reasonable judgement are inconsistent
with the position of Employee set forth in Section 2
hereof, (ii) requiring Employee, without his consent,
to be based anywhere other than Shreveport,
Louisiana. If Employee terminates this Agreement for
Good Reason, Hibernia shall pay to Employee the
remainder of his salary through the Contractual
Termination Date at the time of termination in a lump
sum.
(d) Termination of Agreement Without Cause. Hibernia may
terminate this Agreement without cause at any time
after the Effective Date by paying to Employee the
full amount of salary in a lump sum to which he would
have been entitled through the Contractual
Termination Date.
7. Non-Competition.
(a) If Hibernia terminates this Agreement for cause, or
Employee terminates his employment without Good
Reason, or if Employee terminates his employment for
Good Reason or Hibernia terminates the Agreement
without cause and, in each such case, Hibernia has
paid or continues to pay Employee the amounts due him
hereunder through the Contractual Termination Date,
then for a period of five years from the Effective
Date, Employee shall not:
(i) become an officer, director, employee or
more than 3% shareholder in any financial
institution having an office or otherwise
doing business within the Affected Area, as
defined below;
(ii) solicit any of Hibernia's depositors or
other customers to become depositors or
customers of any other financial institution
having an office or otherwise doing business
within the Affected Area;
(b) As used herein, the term "Affected Area" shall mean
the Parishes of Louisiana within a circle having as
its center the location of the Hibernia branch
located at 000 Xxxxx Xxxxxx, Xxxxxxxxxx, xx the date
of this Agreement and a radius of 100 miles from such
center.
8. HEADINGS. Section and other headings contained in this Agreement are
for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
9. INTEGRATED AGREEMENT. This Agreement, and all other documents and
instruments delivered in accordance with the terms hereof, constitutes the
entire understanding and agreement among the parties hereto with respect to the
subject matter hereof, and there are no other agreements, understandings,
restrictions, representations or warranties among the parties other than those
set forth herein or herein provided for.
10. AMENDMENTS. This Agreement may be amended or modified at any time
in any or all respects, but only by an instrument in writing executed by the
parties hereto.
11. CHOICE OF LAW. The validity of the Agreement, the construction of
its terms, and the determination of the rights and duties of the parties hereto
shall be governed by and construed in accordance with the internal laws of the
State of Louisiana applicable to contracts made to be performed wholly within
such State.
12. SEVERABILITY. Each provision of the Agreement is intended to be
severable. In the event that any one or more of the provisions contained in this
Agreement shall for any reason be held to be invalid, illegal or unenforceable,
the same shall not affect the validity or enforceability of any other provision
of this Agreement, but this Agreement shall be construed as if such invalid,
illegal or unenforceable provisions had never been contained therein.
Notwithstanding the foregoing, however, no provision shall be severed if it is
clearly apparent under the circumstances that the parties would not have entered
into the Agreement without such provision.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
EMPLOYEE
/S X.X. XXXXXX
X. X. Xxxxxx
HIBERNIA NATIONAL BANK
By: /S XXXXXXX X. XXXXXX
Xxxxxxx X. Xxxxxx
President and Chief
Executive Officer
