Exhibit 10.1
Proposed Employment Agreement
between the Bank and Xxxx X. Xxxxxxxx
EMPLOYMENT AGREEMENT
BY AND BETWEEN
THE COMMERCIAL BANK OF VOLUSIA COUNTY
AND
XXXX X. XXXXXXXX
THIS EMPLOYMENT AGREEMENT ("Agreement") is made, effective this ____
day of ____________, 1996, by and between The Commercial Bank of Volusia County,
a state-chartered commercial bank with its principal office in Ormond Beach,
Florida ("Bank", "Employer", "we" or "us") and Xxxx X. Xxxxxxxx ("Employee" or
"you") (collectively, the Employer and the Employee are sometimes referred to as
the "Parties").
RECITAL
We wish to retain you as our President and Chief Executive Officer to
perform the duties and responsibilities as are described in this Agreement and
as our Board of Directors ("Board") may assign to you from time to time. You
wish to become employed by us and act as our President and Chief Executive
Officer in accordance with the terms and provisions of this Agreement. This
Agreement contains all of the terms and provisions of the employment
relationship.
OPERATIVE TERMS:
NOW, THEREFORE, in consideration of the mutual agreements contained
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Parties hereto represent, warrant, undertake,
covenant and agree as follows:
1. Employment and Term. We shall employ you and you shall be employed
by us pursuant to the terms of this Agreement to perform the services specified
in Section 2 of this Agreement on our behalf. This Agreement shall be effective
on (the "Commencement Date") and terminate on the day immediately preceding two
(2) years from the Commencement Date (the "Term"), unless terminated earlier
pursuant to the provisions of Sections 8, 9 or 10 of this Agreement. The Board
shall review this Agreement and the Employee's performance hereunder on or
before December 31, 1998, and annually thereafter, in order to determine whether
to extend the Agreement for an additional 12 month period. The decision to
extend the term of this Agreement for an additional year is within the sole
discretion of the Board. Any such renewal shall be on the same terms and
provisions set forth herein. For purposes of this Agreement, the word "Term"
shall include any renewal or extension of the initial two-year term of this
Agreement.
2. Position, Responsibilities and Duties. During the Term, you shall
serve in the following capacities and shall fulfill the following
responsibilities and duties:
(a) President and Chief Executive Officer: You shall serve in
the position of our President and Chief Executive Officer, through
election by our Board. In such capacity, you shall have the same
powers, duties and responsibilities of supervision and management of
the Bank usually accorded to the President and Chief Executive Officer
of similar financial institutions. In addition, you shall use your best
efforts to perform the duties and responsibilities enumerated in this
Agreement and any other duties assigned to you by our Board and to
utilize and develop contacts and customers to enhance the business of
the Bank. Specifically, you shall devote your full business time and
attention and use your best efforts to accomplish and fulfill the
following duties and responsibilities as well as other duties assigned
to you from time to time by the Board:
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(i) manage all personnel of the Bank;
(ii) serve as a member of the Board of Directors,
if and when elected to such a position;
(iii) serve on such committees of the Board as you
are appointed from time to time;
(iv) keep the Board informed of important
developments concerning the Bank, industry
developments and regulatory initiatives
affecting the Bank;
(v) maintain adequate expense records relating
to your activities on our behalf;
(vi) establish and implement marketing efforts to
increase the business of the Bank;
(vii) supervise all loans and assist in their
proper servicing and resolution through the
management of our human and financial
resources;
(viii) coordinate with our attorneys and
accountants and other service providers to
the extent necessary to further the business
of the Bank, keeping in compliance with
government laws and regulations and
otherwise keeping the Bank in as good a
financial and legal posture as possible; and
(ix) conduct and undertake all other activities,
responsibilities, and duties normally
expected to be undertaken and accomplished
by the President and Chief Executive Officer
of a financial institution similar in scope
and operation to our business.
(b) General Duties: During the Term, and except for illness,
vacation periods and leaves of absences, you shall devote all of your
working time, attention, skill and best efforts to accomplish and
faithfully perform all of the duties assigned to you on a full-time
basis. You shall, at all times, conduct yourself in a manner that will
reflect positively upon us. You shall obtain such licenses,
certificates, accreditations and professional memberships and
designations as we may reasonably require from time to time. You shall
join and maintain membership in such social and civic organizations as
you or we deem appropriate to xxxxxx your contacts and business network
in the community.
(c) Policies and Manual: You agree to comply with the policies
and procedures that we adopt and implement from time to time as
described in our Employee Manual, including any policies relating to a
"drug fee work place". In that regard you agree to submit to the same
testing procedures, if any, which apply to all Bank employees. You have
read and understand the contents of the Employee Manual and acknowledge
that we may modify, amend, supplement and update the Employee Manual
from time to time as we determine appropriate.
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3. Compensation. During the Term, we shall compensate you by paying you
in accordance with the following provisions:
(a) Base Salary: We will pay you a monthly salary of Six
Thousand Two Hundred Fifty Dollars ($6,250) (the "Base Salary") in
accordance with our regular payroll practices reduced appropriately by
deductions for federal income withholding taxes, social security taxes
and other deductions required by applicable laws. We may adjust the
Base Salary from time to time based upon our evaluation of your
performance, but not below a monthly salary of Six Thousand Two Hundred
Fifty Dollars ($6,250) without your written concurrence.
(b) Incentive Stock Options: We will designate you as a key
employee eligible for the grant of incentive stock options under the
Commercial Bancorp, Inc., 1997 Stock Option Plan (the "Stock Option
Plan") which will be adopted by the Company prior to June 30, 1997. In
that connection, we will grant to you under the terms of the Stock
Option Plan, options to acquire 10,000 shares of the Company's common
stock, over a ten-year period. The option will vest 20 percent each
year beginning at the conclusion of one year from the date of grant
until fully vested. The grant of the stock options shall be made
strictly in accordance with the terms of the Stock Option Plan and in
accordance with the Company's standard form of Stock Option Agreement.
(c) Bonus: We may pay you a bonus when, in our sole
discretion, we determine that your performance merits special
compensation. We will consider a bonus at the conclusion of each
calendar year for which you are employed based on achievement of goals
pre-established by the Board, payable on such terms and conditions as
we determine.
4. Payment of Business Expenses. You are authorized to incur reasonable
expenses in performing your duties hereunder. We will reimburse you for
authorized expenses, according to our established policies, promptly after your
presentation to us of an itemized account of such expenditures.
5. Vacation. You are entitled to take up to two (2) weeks paid vacation
time each year following the effective date of this Agreement.
6. Fringe Benefits.
(a) Medical Benefits: You are entitled to participate in all
medical and health care benefit plans through health insurance, medical
reimbursement plans or other plans, if any, provided, or to be
provided, by us for our employees on the same basis as is typically
provided by us to our other employees.
(b) Other Benefit Plans: You are entitled to participate in
all of our employee benefit programs, if any, including without
limitation, pension plans, profit-sharing plans, 401(k) plans, medical
insurance plans, group life insurance plans, thrift plans, disability
plans, deferred compensation plans, stock option plans, education
programs and general bonus payments as may be in effect from time to
time or at any time, if any, provided, or to be provided, by us for our
employees on the same basis as is typically provided by us to our
employees. Nothing contained herein shall be deemed to, or have an
effect that would, exclude you from (i) any supplemental compensation
or other benefits you might become entitled to as our employee, and
(ii) special incentive compensation programs designed solely for you.
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(c) Automobile : We will provide you with an automobile and
will reimburse you for expenses you may incur for the business use of
such automobile.
(d) Country Club Membership: Employer will pay for a full
membership for Employee at a country club and/or social club mutually
acceptable to both parties. Employer shall establish such policies and
procedures in order for Employee to comply with applicable federal
income tax laws and regulations governing Employee's personal use of
the country club in order to reduce the amount of income that may be
attributable to Employee for the use of such facilities. Employee will
comply with the policies and procedures established by Employer in this
regard.
7. Disability/Illness.
(a) Illness: We shall pay you the full portion of the Base
Salary for any period of your illness or incapacity: provided that such
illness or incapacity does not render you unable to perform your duties
under this Agreement for a period longer than three (3) consecutive
months or for lesser consecutive periods which in the aggregate total
three months in any one calendar year. At the end of such three-month
period, or at such time that your periods of illness or incapacity
total in the aggregate more than three months in any one calendar year,
we may terminate your employment and this Agreement.
(b) Disability: If we terminate your employment pursuant to
your disability as determined under subsection 7(a) above, then we
shall pay to you, as a disability payment, an amount equal to your
monthly Base Salary, payable in accordance with our standard payroll
practices, commencing on the effective date of your termination and
ending on the earlier of:
(i) the date you return to full time employment
with us in the same capacity as you were
employed prior to your termination for
disability:
(ii) your full time employment by another
employer;
(iii) three (3) months after the date of such
termination, after which you will be
entitled to receive benefits under any
disability insurance plan provided by the
Bank; or
(iv) the date of your death.
We may satisfy our obligations to you in this Section of this Agreement, at our
option, through the purchase of disability insurance; and, if we decide to do
so, the provisions of the policy will control the amounts paid to you. Such
disability payments will be coordinated with any disability plans made available
to you pursuant to Section 6 of this Agreement.
(c) Continuation of Coverages: During any period of illness or
disability, we will continue any other life, health and disability
coverages for you substantially identical to the coverage maintained by
us for you prior to your termination for disability or the onset of
your illness. However, such coverages shall cease upon the earlier of:
(i) your full time employment by another
employer;
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(ii) one (1) year after the date of such
termination (with the exception of
disability insurance coverage); or
(iii) the date of your death.
(d) No Reduction in Base Salary: During the period in which
you are disabled or subject to illness or incapacity, there shall be no
reduction in your Base Salary, other than as described in this
Agreement.
8. Death During Employment. If you die during the Term, this Agreement
shall terminate and we will pay your estate the portion of your compensation
which would be payable to you up to the first working day of the first month
after your death occurs. After such payment, we shall have no further financial
obligation to you or to your estate under this Agreement; except that any
compensation payable to you under any benefit plan maintained by us will be paid
pursuant to its terms.
9. Termination.
(a) Death, Illness or Incapacity: This Agreement and your
employment shall terminate upon your death, illness or incapacity in
accordance with the provisions of Sections 7 and 8 of this Agreement.
(b) Termination Without Cause: We may terminate this Agreement
and your employment at any time for any reason without prior notice.
However, if we terminate your employment for any reason other than for
"good cause" (as defined under Subsection 9(c) below), we will pay to
you as severance the full portion of the Base Salary we then pay to you
for the remaining term of the Agreement or 3 months, whichever is
greater.
(c) Termination for Good Cause: We may, at any time, terminate
this Agreement and your employment without notice for "good cause". If
we terminate your employment for good cause, we shall not be obligated
to pay to you any severance. The term "good cause" shall mean any of
the following acts committed by you:
(i) Personal dishonesty;
(ii) Incompetence;
(iii) A pattern of socially unacceptable behavior
(iv) Willful misconduct:
(v) Breach of fiduciary duty involving personal
profit;
(vi) Intentional failure to perform stated
duties;
(vii) Willful violation of any law, rule or
regulation (other than traffic violations or
similar offenses) or any final
cease-and-desist order; or
(viii) Material breach of any provision of this
Agreement.
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(d) Effective Date of Termination: The termination of this
Agreement and your employment shall be effective upon our delivery to
you of written notice or at such later time as may be specified in such
notice, and you shall immediately vacate our premises on or before such
effective date.
(e) Post-Termination Obligations: We shall pay to you such
compensation as is otherwise required by us to pay to you after the
termination of your employment pursuant to this Agreement. However, any
such payment to you shall be subject to your providing us with
post-termination cooperation. Such cooperation shall include the
following:
(i) you shall furnish such information and
assistance to us as may be reasonably
required by us in connection with any
litigation or settlement of any dispute
between us, a borrower and/or any other
third parties (including without limitation
serving as a witness in court or other
proceedings);
(ii) you shall provide such information or
assistance to us in connection with any
regulatory examination by any state or
federal regulatory agency;
(iii) you shall keep our trade secrets and other
proprietary or confidential information
secret to the fullest extent practicable,
subject to compliance with all applicable
laws.
10. Required Provisions by Regulation. The Parties mutually acknowledge
that the laws and regulations governing us require that certain provisions by
provided in each employment agreement with officers and employees of the Bank.
The Parties agree to be bound by all of the following provisions:
(a) Suspension/Temporary Prohibition: If you are suspended
and/or temporarily prohibited from participating in the conduct of our
affairs by a notice served under section 8(e) or (g)(1) of the Federal
Deposit Insurance Act [12 U.S.C. ss.1818(e)(3) and (g)(1)] our
obligations under this Agreement shall be suspended as of the date of
such service unless stayed by appropriate proceedings. If the charges
and the notice are dismissed, we may in our discretion:
(i) pay you all or part of your compensation
withheld while the obligations under this
Agreement are suspended; and
(ii) reinstate (in whole or part) any of our
obligations which were suspended.
(b) Permanent Prohibition: If you are removed and/or
permanently prohibited from participating in the conduct of our affairs
by an order issued under section 8(e)(4) or (g)(1) of the Federal
Deposit Insurance Act [12 U.S.C. ss.1818(e)(4) or (g)(1)], all of our
obligations under this Agreement shall terminate as of the effective
date of the order, but your vested rights, if any shall not be
affected.
(c) Default Under FDIA: If we are in default [as defined in
section 3(x)(1) of the Federal Deposit Insurance Act], all obligations
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under this Agreement shall terminate as of the date of default, but
this subsection of this Agreement shall not affect your vested rights
if any.
(d) Regulatory Termination: All obligations under this
Agreement shall be terminated, except to the extent that a
determination has been made that continuation of this Agreement is
necessary for continued operation of the Bank:
(i) by the Director or his or her designee, at
the time the Federal Deposit Insurance
Corporation ("FDIC") enters into an
agreement to provide assistance to or on
behalf of the Bank under the authority
contained in Section 13(c) of the Federal
Deposit Insurance Act; or
(ii) by the Director or his or her designee, at
the time the Director or his or her designee
approves a supervisory merger to resolve
problems related to operation of the Bank or
when the Bank's determined by the Director
to be in unsafe or unsound condition. For
purposes of this subsection of this
Agreement, the term "Director" shall mean
the Director of the FDIC. Any of your rights
that have already vested, however, shall not
be affected by such action.
(e) Golden Parachute: Any payments made to the Employee
pursuant to this Agreement, or otherwise, are subject to and
conditioned upon their compliance with 12 U.S.C. Section 1828(k) and
any regulations promulgated thereunder.
11. Fees and Kickbacks. It shall be considered a material breach of
this Agreement if you receive: (i) either directly or indirectly any fee,
kickback, or thing of value in connection with any loan made by us; or (ii) any
portion, split or percentage of any charge, either directly or indirectly, given
to or accepted by us or any subsidiary or affiliate, in connection with any loan
made by us or our affiliates; or (iii) any fee, kickback or compensation of any
kind in connection with the participation by us in any loan from any other
source.
12. Indebtedness. If during the Term you become indebted to us for any
reason, we may, at our election, set off and collect any sums due us from you,
out of any amounts which we may owe to you from your Base Salary or other
compensation.
13. Maintenance of Trade Secrets and Confidential Information. You
shall use your best efforts and utmost diligence to guard and protect all of our
trade secrets and confidential information. You shall not, either during the
Term or after termination of this Agreement, for whatever reason, use for
yourself or for any other Person, in any capacity, or divulge or disclose in any
manner to any Person, the identity of our customers, or our customer lists,
methods of operation, marketing and promotional methods, processes, techniques,
systems, formulas, programs or other trade secrets or confidential information
relating to our business. Upon termination of this Agreement or your employment,
for any reason, you shall immediately return and deliver to us all records and
papers and all matters of whatever nature which bear trade secrets or
confidential information.
14. Competitive Activities.
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(a) You agree that during the term of your employment
hereunder, except with the express consent of the Board of Directors,
you will not, directly or indirectly, engage or participate in, become
a director of, or render advisory or other services for, or in
connection with, or become interested in, or make any financial
investment in any firm, corporation, business entity or business
enterprise competitive with or to any business of the Bank; provided,
however, that you shall not hereby be precluded or prohibited from
owning passive investments, including investments in the securities of
other financial institutions, so long as such ownership does not
require you to devote substantial time to management or control of the
business or activities in which you have invested.
(b) You agree and acknowledge that by virtue of your
employment hereunder, you will acquire an intimate knowledge of the
activities and affairs of the Bank, including trade secrets and other
confidential matters. Because of the special, unique, and extraordinary
services that you are capable of performing for the Bank or one of its
competitors, you recognize that the services to be rendered by you
hereunder are of a character giving them a peculiar value, the loss of
which cannot be adequately or reasonably compensated for by damages.
You, therefore, agree that during the term of this Agreement, and for a
period of three (3) months after termination of this Agreement, you
shall not become employed, directly or indirectly, whether as an
employee, independent contractor, consultant, or otherwise, in the
financial services industry with any business enterprise or business
entity currently then operating, or by a Person whose intent is to
organize another financial institution within the Bank's Primary
Service Areas ("PSA's") in which it is currently then operating, as
such PSA's are defined in the Bank's applications to either organize or
branch as filed with the appropriate regulatory agencies.
You hereby agree that the duration of the anti-competitive
covenant set forth herein is reasonable, and its geographic scope is
not unduly restrictive.
15. Discoveries, Inventions and Improvements.
(a) Our Rights: You shall report to us all of your
discoveries, inventions, improvements, programs or ideas of whatever
nature, conceived or made by you relating to our business during the
Term. All such discoveries, inventions, improvements, programs or ideas
of whatever nature which are applicable in any way to our business
shall be our sole and exclusive property. You shall deliver to us all
of the original copies of such discoveries, inventions, improvements,
programs or ideas upon the termination of your employment. In addition,
at our request you will sign and deliver to us whatever documents,
assignments, bills of sale, or conveyances that we consider necessary
in order to perfect our property rights described in this Section 15.
(b) Copyrights and Patents: We have the absolute right to
obtain copyrights, trademarks or patents with respect to any of the
discoveries, inventions, improvements, programs or ideas you develop
during the Term or any derivative products from the foregoing, and that
all such copyrights, trademarks, or patents shall be our sole and
exclusive property. At our request, you will sign and deliver to us any
documents that we consider necessary for the protection of our
interests in discoveries, inventions, improvements, trade secrets and
confidential information, or to further our business.
(c) Licenses: We have the sole and exclusive right to license
other Persons to use the products, ideas, improvements, discoveries or
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inventions produced by you pursuant to your employment under this
Agreement, and all monies derived therefrom shall be our sole and
exclusive property.
(d) Development Rights: We have the exclusive right to
develop, refine, enhance, modify and/or implement any ideas concepts,
programs, strategies or improvements, developed by you during the Term.
(e) Property of Employer: All programs, documentation,
customer lists, manuals, products, reports and any other information,
whatsoever, pertaining to our business are our sole property. You shall
refrain from use, disclosure or sale, directly or indirectly, of such
programs, product, documentation, customer lists, manuals, reports and
other information.
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16. Remedies for Breach.
(a) Arbitration: The Parties Agree that, except for the
specific remedies for Injunctive Relief and other equitable relief
contained in Subsection 16(b) and (c) below, any controversy or claim
arising out of or relating to this Agreement or any breach thereof,
including, without limitation, any claim that this Agreement or any
portion thereof is invalid, illegal or otherwise voidable, shall be
submitted to binding arbitration before and in accordance with the
rules of the American Arbitration Association and judgment upon the
determination and/or award of such arbitrator may be entered in any
court having jurisdiction thereof. Provided, however, that this clause
shall not be construed to permit the award of punitive damages to
either party. The prevailing party to said arbitration shall be
entitled to an award of reasonable attorney's fees. The situs of
arbitration shall be in Volusia County, Florida.
(b) Injunctive Relief: The Parties acknowledge and agree that
the services to be performed by you are special and unique and that
money damages cannot fully compensate us in the event of your violation
of the provisions of Sections 13, 14 and 15 of this Agreement. Thus, in
the event of a breach of any of the provisions of such Sections, you
agree that we, upon application to a court of competent jurisdiction,
shall be entitled to an injunction restraining you from any breach of
the terms and provision of such Sections of this Agreement. If we
prevail in an action seeking an injunction restraining you, you shall
pay all costs and reasonable attorneys fees incurred by us in and
relating to obtaining such injunction. Such injunctive relief may be
obtained without bond and your sole remedy, in the event of the entry
of such injunction, shall be the dissolution of such injunction, if
warranted, upon hearing duly had. You hereby waive any and all claims
for damages by reason of the wrongful issuance of any such injunction.
(c) Cumulative Remedies: Notwithstanding any other provision
of this Agreement, the injunctive relief described in subsection 16(a)
above and all other remedies provided for in this Agreement which are
available to us as a result of your breach of this Agreement, are in
addition to and shall not limit any and all remedies existing at or in
equity which are also available to us.
17. Assignment. We may assign this Agreement to any other Person at any
time upon such terms and conditions as we consider appropriate, if such
assignment is made in conjunction with an acquisition of control of the Bank.
Upon such assignment, all of our rights herein shall inure to the benefit of the
assignee. Your rights and obligations herein are personal to you and therefore
none of your rights or obligations hereunder are assignable to anyone else.
18. Miscellaneous.
(a) Amendment of Agreement: Unless as otherwise provided
herein, this Agreement may not be modified or amended except in writing
signed by both Parties.
(b) Certain Definitions: For purposes of this Agreement, the
following terms whenever capitalized herein shall have the following
meanings:
(i) "Person" shall mean any natural person,
corporation, partnership (general or
limited), trust, bank or any other business
entity.
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(ii) "Affiliate" shall mean a Person that,
directly or indirectly, through one or more
intermediaries, controls, is controlled by,
or is under common control with, such
Person. With respect to the Employee, the
term includes his spouse, parents, lineal
descendants, brothers and sister.
(iii) "Attorneys Fees" shall include the legal
fees and disbursements charged by attorneys
and their related travel and lodging
expenses, court costs, paralegal fees, etc.
incurred in settlement, trial, appeal or in
bankruptcy proceedings.
(iv) "Term" shall include the time period
specified in Section 1 of this Agreement and
include any renewals or extensions thereof.
(c) Headings for Reference Only: The headings of paragraphs,
sections and subsections herein are included solely for convenient
reference and shall not control the meaning of the interpretation of
any of the provisions of this Agreement.
(d) Governing Law/Jurisdiction: This Agreement shall be
construed in accordance with and governed by the laws of the State of
Florida. Any and all litigation involving the Parties and their rights
and obligations herein shall be brought in the appropriate federal or
state courts in Volusia County, Florida, and the Parties hereby consent
to the jurisdiction of such courts. The Parties hereto expressly waive
their right to a jury trial.
(e) Severability: If any of the provisions of this Agreement
shall be held invalid for any reason, the remainder of this Agreement
shall not be affected thereby and shall remain in full force and effect
in accordance with the remainder of its terms.
(f) Entire Agreement: Waiver: This Agreement and all other
documents incorporated or referred to herein, contain the entire
agreement of the Parties and there are no representations, inducements
or other provisions other than those expressed in writing herein. No
modification, waiver or discharge of any provision or any breach of
this Agreement shall be effective unless it is in writing signed by
both Parties. Our waiver of your breach of any provision of this
Agreement, shall not operate, or be construed, as a waiver of any
subsequent breach by you of that provision or of any other provision of
this Agreement.
(g) Pronouns: As used herein, words in the singular include
the plural, and the masculine include the feminine and neuter gender,
as appropriate.
(h) Successors and Assigns: Except as otherwise provided
herein, the rights and obligations of the Parties under this Agreement
shall inure to the benefit of and shall be binding upon their
successors and assigns.
(i) Prior Agreements: This Agreement amends, supplants and
supersedes any and all prior agreements between the Parties whether
verbal or written.
(k) Notices: Any notice required or permitted to be given
under this Agreement shall be sufficient if in writing, and hand
delivered or if sent by regular mail or reputable
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commercial next-day air carrier (e.g. Federal Express) to the Employee
at the address for him in our records or, to us at our principal
office, Attn: Secretary to the Board of Directors. Such notices shall
be deemed received on the next business day following mailing or
depositing with the carrier.
(l) Recital: The Recital set forth at the beginning of this
Agreement shall be deemed to be incorporated into this Agreement by
this reference as if fully set forth herein, and this Agreement shall
be interpreted with reference to and in light of such Recital.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as
of the day and year first above written.
THE COMMERCIAL BANK OF
VOLUSIA COUNTY
_________________________________ By: ___________________________________
Witness Xxxxx X. Xxxxxxx
Chairman of the Board
EMPLOYEE
--------------------------------- ---------------------------------------
Witness Xxxx X. Xxxxxxxx
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