EMPLOYMENT AGREEMENT
Exhibit
10.5
THIS EMPLOYMENT AGREEMENT made
and entered into as of the 16th day of
December, 2008 by and between XXXXXX X. XXXXXXXXXX,
hereinafter referred to as “Employee,” and FIRST COMMUNITY BANK, N.A.,
hereinafter referred to as “the Bank.”
W
I T N E S S E T H
WHEREAS, Employee currently
serves as the Bank’s General Counsel, and
WHEREAS, in order to ensure
that Employee’s terms of employment comply with Section 409A of the Internal
Revenue Code of 1986, as amended, and to formalize the Bank’s employment of
Employee in the manner herein provided.
NOW, THEREFORE, in
consideration of the mutual covenants herein set forth, Employee and the Bank do
agree to terms of employment as follows:
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1.
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Employment
and Term. The Bank
hereby hires Employee, and Employee hereby agrees to continue to serve as
its General Counsel, or in such other position(s) as Executive Management
of the Company shall from time to time assign to Employee, with such
duties as normally associated with these positions. Employee
shall also serve in such additional offices for the subsidiaries and
affiliates of the Bank as its Board of Directors may
specify. The term of this Agreement shall be for a period of
three (3) years effective January 1,
2009.
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2. Compensation and
Benefits.
(a) Base Salary.
Employee’s base salary shall not be less than $172,000.00, subject to adjustment
on each anniversary date of this Agreement. The base salary shall be paid
biweekly during the term hereof, and if applicable, during the severance pay
period, less all customary withholding.
(b) Incentive
Compensation. Employees shall be awarded incentive compensation, if
any, in an amount determined appropriate by the Bank; provided, however, such
incentive compensation shall not encourage the Employee to take unnecessary and
excessive risks that threaten the value of the Bank. In addition, as
provided in the Emergency Economic Stabilization Act §111(b)(2)(B), incentive
compensation paid to Employee shall be subject to recovery or “clawback” by the
Bank if the payments were based on materially inaccurate financial statements or
any other materially inaccurate performance metric criteria.
(c) Vacation. Employee
shall be entitled to vacation of four (4) weeks per year during the term of this
Agreement. In the event Employee does not use all four (4) weeks each
year, the same rules that apply to all other employees should be
followed.
(d) Benefits. Employee
shall be entitled to participate, on the same basis as other members of senior
management, in all employee welfare, retirement and/or pension benefit plans
that the Bank establishes and makes available.
3. Termination
for Cause. The Bank may
terminate the employment of Employee prior to the expiration of the term or any
renewals, upon Employee’s death, upon the Bank’s determination that he suffers
from a permanent disability, or for “Cause” as set forth in this
Section.
(a) Death. Employee’s
employment shall terminate automatically upon his death. Upon his
death, the Bank shall pay Employee’s estate his base salary through the end of
the month in which his death occurs. Employee’s estate and heirs will
be entitled to apply for and receive whatever plan benefits might be in place at
the time of his death. Further, Employee’s eligible dependents shall
have the right to continue their health insurance coverage as permitted by
COBRA.
(b) Permanent
Disability. If, as a result of Employee’s incapacity due to an
accident or physical or mental illness, Employee is substantially unable to
perform his duties for six (6) consecutive months, or for an aggregate of 200
days during any period of twelve (12) consecutive months, and remains incapable
of performing such duties at the end of such six (6) or twelve (12) month
period, then the Bank shall have the right to terminate Employee’s employment
for “permanent disability” before the end of the applicable
term. Employee’s right to continued compensation and benefits shall
end on the date set for termination, subject to Employee’s right to apply for
and receive, if deemed qualified, those benefits that may be provided to
participants in any disability plans and policies sponsored by the
Bank. Further, Employee (and his eligible dependents) shall be
entitled to continue to participate in the Bank’s health insurance plans as
permitted by COBRA or as permitted by applicable Bank plan provisions, at
Employee’s expense.
(c) “Termination for
Cause” shall mean the termination of Employee’s employment prior to the
expiration of the term or any renewal term by the Bank as a result of a finding
by the Board of any of the following: (i) Employee has knowingly and
intentionally engaged in an act or omission, or series of actions, deemed by the
Bank to be fraudulent or unlawful; (ii) any knowing and material breach of this
Agreement by Employee; (iii) any knowing and material violation by Employee of
corporate policies and procedures that result in damage to the business or
reputation of the Bank or its subsidiaries’ business, including without
limitation policies prohibiting discrimination, harassment and/or retaliation;
(iv) Employee engaging in a criminal act involving the property or persons
associated with the Bank (other than a minor traffic offense) or involving
behavior determined by the Board to be substantially detrimental to the Bank’s
best interests; (v) excessive absenteeism by Employee without proper
authorization; (vi) Employee’s intentional failure to follow the directions of
the Employee’s supervisor or a continued failure to perform assigned duties,
which is not cured within twenty-one (21) days after written notice thereof is
given to Employee; or (viii) Employee is grossly neglectful of duties resulting
in a substantial injury to the Bank which is not cured within twenty-one (21)
days after written notice thereof is given to Employee. In the event
the Bank terminates Employee’s employment for “Cause,” then Employee’s right to
receive any further compensation or benefits from the Bank shall cease
immediately as of the date of termination.
4. Termination
Without Cause. In the event the
Bank terminates Employee’s employment for any reason other than set forth in
Section 3, or if the Bank gives notice of non-renewal under Section 12, then the
Bank shall pay Employee severance in the form of continuing to pay his base
salary and to provide benefits of like kind such that he will receive an amount
equal to his total base compensation at the time of his termination for the
greater of thirty (30) months or the balance of the existing term of this
Agreement, as it may be renewed from time to time pursuant to Section 12.
Nonetheless, if the Bank terminates the employment of Employee under this
Section within two years after a Change of Control (defined below), then the
Employee shall receive the benefits provided by Section 6 in lieu of this
Section.
5. Voluntary
Termination by Employee. Except in the case of a voluntary
termination for Good Reason after a “Change of Control” as defined in Section 6
below, in the event that Employee terminates his employment of his own volition
prior to the expiration of the term of this Agreement and any renewals thereof,
then Employee shall be limited to the same rights and benefits as provided in
connection with a Termination for Cause under Section 3(a) above.
6. Change of
Control. If within two (2)
years after a Change of Control Employee’s employment ends either because (i)
the Bank terminates Employee’s employment without Cause under Section 4, or (ii)
Employee elects to terminate his employment with the Bank by way of a
Termination for Good Reason, then the Bank shall (subject to the provisions of
Section 6 hereof) immediately pay Employee severance in the form of a lump sum
payment in the amount of 2.99 times Employee’s base salary as in effect on the
date of termination.
(a) “Change of Control”
shall mean a change in the ownership of the Bank, a change in the effective
control of the Bank, or a change in the ownership of a substantial portion of
the assets of the Bank, consistent with and interpreted in accordance with
Internal Revenue Code Section 409A and the regulations issued
thereunder.
(b) “Termination For Good
Reason” means Employee’s termination of his employment with the Bank as a
result of (i) a significant and material reduction in his duties, authorities,
or reporting responsibilities, without Employee’s prior consent; (ii) the Bank
commits a knowing and material breach of this Agreement, including without
limitation, reducing Employee’s Base Salary or failing to provide Employee with
the compensation and benefits provided for by Sections 2(c)-(d); (iii) the Bank
changes the Employee’s geographic work location to a location greater than fifty
(50) miles from the Employee’s work location on the date of a Change of
Control. Notwithstanding the foregoing, no event described in the
preceding sentence shall give rise to a Termination for Good Reason unless
Employee first gives the Bank notice that such an event has occurred within the
ninety (90) days immediately following the occurrence of such event, and the
Bank fails to cure the breach within fifteen (15) business days of such
notice.
7. Tax
Issues. To the extent that any amount of pay or benefits
provided to Employee under this Agreement would cause Employee to be subject to
an excise tax under Sections 280G and 4999 of the Internal Revenue Code of 1986,
as amended (the “Code”), and after taking into consideration all other amounts
payable to Employee under other plans, programs, policies, and arrangements,
then the amount of pay and benefits provided under this Agreement and all other
plans, programs, policies and arrangements shall be reduced to the extent
necessary to avoid imposition of any such excise tax. Payments and
benefits under this Agreement shall be reduced first. Payments and
benefits shall be reduced in the following order of priority (i) first from cash
compensation, (ii) next from equity compensation, then (iii) pro-rated among all
remaining payments.
8. Loyalty
Obligations. Employee agrees
that the following obligations (“Loyalty Obligations”) shall apply in
consideration of Employee’s employment by or continued employment with the
Bank:
(a) Confidential
Information.
(i) Bank
Information. At all times during the term of Employee’s
employment and thereafter, Employee shall hold in strictest confidence, and not
use (except for the benefit of the Bank and to fulfill Employee’s employment
obligations) or disclose to any person, business or other entity, without
authorization of the Board of Directors of the Bank, any Confidential
Information of the Bank or its subsidiary and affiliated entities (jointly and
severally, “Related Entities”). “Confidential
Information” means any proprietary information, technical or financial
data, trade secrets or know-how regarding the Bank and/or Related Entities or
their internal operations and plans that is treated as confidential by the Bank
and/or Related Entities that is not generally known by persons not employed by
the Bank, and that is not otherwise available to the public by lawful and proper
means. Confidential Information includes, but is not limited to,
strategic plans and forecasts; product or service plans or research; products,
services and customer lists; marketing research, plans and/or forecasts;
compilations and databases of business or marketing information that are
developed by or for the Bank; budget and/or financial information; customer
contact, account and mailing information; pricing, costs or profitability
analysis; sales and marketing techniques and programs; incentive compensation
plans; account information (including loan terms, expiration or renewal dates,
fee schedules and commissions); software, access codes, passwords, databases and
source codes; inventions; processes, formulas, designs, drawings or engineering
information; hardware configuration, and all other financial or other business
information or systems of the Bank and the Related Entities, as well as
information regarding the employees of the Bank and the Related
Entities.
(ii) Third Party
Information. Employee recognizes that the Bank and Related
Entities have received and in the future will receive information from third
parties that the third party considers to be confidential or proprietary
information and which is, or may be, subject to a duty on the part of the Bank
(or Related Entities) not to disclose to others and to restrict its use only for
certain limited purposes. Employee agrees to hold all such
confidential or proprietary information from third parties in the strictest
confidence and not to disclose it to any person, firm or Bank or to use it
except as necessary in carrying out Employee’s work for the Bank consistent with
the obligations of the Bank or Related Entities to such third
party.
(iii) Legal
Requirements. Nothing in this Section shall be construed to
interfere with, restrict or allow any retaliation against Employee’s obligation
or right to make disclosures, reports or complaints as authorized, permitted or
required by federal or state law, including without limitation pursuant to the
provisions of the Xxxxxxxx-Xxxxx Act.
(b) Conflicting
Employment. During the term of Employee’s employment with the
Bank, Employee shall not engage in any other employment, occupation, consulting
or other business activity directly related to the business in which the Bank or
Related Entities are now involved or become involved during the term of
Employee’s employment. Further, Employee shall not engage in any
other activities that conflict with the business of the Bank or Related Entities
or that materially interferes with his ability to devote the time necessary to
fulfill Employee’s obligations to the Bank.
(c) Returning
Property. At the time his employment with the Bank ends,
Employee shall return to the Bank (and will not keep copies in Employee’s
possession, recreate or deliver to anyone else) any and all devices, records,
data, computer files, records or disks, notes, reports, proposals, lists,
correspondence, specifications, drawings, blueprints, sketches, materials,
equipment, other documents or property, or reproductions of any aforementioned
items developed by Employee or others pursuant to or during Employee’s
employment with the Bank or otherwise belonging to the Bank or Related Entities
and their respective successors or assigns.
(d) Notification of New
Employer. In the event that Employee leaves the employ of the
Bank and begins employment elsewhere, Employee agrees the Bank may send notice
to Employee’s new employer (whether Employee is employed as an employee,
consultant, independent contractor, director, partner, officer, advisor,
Employee or manager) informing the new employer about Employee’s obligations
under this Agreement.
(e) Non-Solicitation
Restriction. The intent of this restriction is to prevent
Employee during employment and for the thirty-six (36) months immediately after
the employment with the Bank ends (“Restricted Period”)
from unfairly competing with the Bank (which for purposes of this Section shall
include all Related Entities) by trading on or disrupting business relationships
that the Bank has with individuals and business entities that have accounts with
the Bank or use or are actively considering using the Bank’s products or
services.
(i) Employee
shall refrain during the Restricted Period from engaging in any of the following
activities, whether he does them by or for himself alone, or as an officer,
director, stockholder, partner, member, investor, employee, consultant or agent
for or on behalf of any other person or legal entity:
(1) Disrupt
the Bank’s business relationship with a Customer (defined below) by directly or
indirectly requesting, suggesting, encouraging or advising a Customer to
withdraw, curtail, limit, cancel, terminate or not renew all or any portion of
the Customer’s business with the Bank.
(2) Solicit
the business of a Customer by communicating directly with any Customer
(regardless of who initiates the communication and in what form it occurs) when
as part of the communication Employee discusses or offers a Competitive Service
or Product (as defined below).
(3) Solicit
the business of a Prospect (defined below) by communicating directly with a
Prospect (regardless of who initiates the communication and in what form it
occurs) when as part of the communication Employee discusses or offers a
Competitive Service or Product with the intent to divert the Prospect's business
away from the Bank.
(ii) As
used in this Section, the following terms shall have these
meanings:
(1) “Competitive Service or
Product” means those services or products offered by a financial services
company or a banking or lending entity which is unaffiliated with the Bank that
are the same as or the functional equivalent of those services or products which
are offered by the Bank when Employee’s employment ends or which have been
approved by the Bank to be offered within ninety (90) days of Employee’s last
day of employment with the Bank.
(2) “Customer” means a
business entity or individual that has an account with, loan from, an investment
with or a deposit with the Bank (defined above) or that has received or used
other financial or investment products or services from the Bank at any time
within the twelve (12) months immediately prior to the termination of Employee’s
employment with the Bank, provided Employee
either had contact with the business entity or individual during employment with
the Bank or had supervisory responsibility for those employees of the Bank who
had direct responsibility for servicing the Customer.
(3) “Prospect” means a
business entity or individual who has not previously done business with the
Bank, but who had one or more communications with Employee within the six (6)
months immediately before the end of employment with the Bank where the business
entity or individual applied for a loan, inquired about establishing an account
or making an investment, or otherwise had discussions with Employee about
utilizing or obtaining service(s) and/or product(s) offered by the
Bank.
9. Non-Compete
Restriction.
(a) Competitive Employment
Restriction. At all times during employment with the Bank and
for the thirty-six (36) month period immediately after Employee’s employment
with the Bank ends, Employee shall not accept employment with, work for or
provide services on behalf of any Competing Financial Services Organization
(defined below) if (i) the position to be held or the services to be performed
by Employee is the same or the functional equivalent to the position held and/or
the services performed by Employee on behalf of the Bank during Employee’s last
twelve (12) months of employment with the Bank, or (ii) Employee is providing
consulting services related to the design, development, or marketing of services
or products that are intended to be directly competitive with offerings by the
Bank (or its subsidiaries), and Employee is reporting to or working with the
Chief Executive Officer, Chief Operating Officer, Chief Financial Officer or the
Board of Directors (or one of the Committees of the Board) of the Competing
Financial Services Organization.
(b) Anti-Piracy
Restriction. At all times during employment with the Bank and
for twelve (12) months immediately after Employee’s employment ends, Employee
shall refrain from taking any action to induce, solicit or encourage a Key
Employee of the Bank to quit employment with the Bank with the intent, hope or
purpose of having the Key Employee join a Competing Financial Services
Organization (defined below) in a similar capacity, if that competitive
organization has customer service facilities located within a twenty-five (25)
mile radius of any of the Bank’s facilities. As used in this Section,
“Key Employee”
means anyone who holds a position of Vice President or higher with the Bank or
any of its subsidiaries.
(c) Definition. As
used in Section, “Competing Financial Services
Organization” means an entity engaged in the commercial, retail or
mortgage banking or lending business that provides services and products that
are the same as or competitive with the services and products offered by the
Bank (or one of its subsidiaries) immediately prior to the date Employee’s
employment ends or were approved to be offered within ninety (90) days of
Employee’s last day of employment with the Bank. This restrictive
covenant applies only
if the Competing Financial Services Organization operates, or is seeking
to open one or more branch facilities within a fifty (50) mile radius of the
Bank’s headquarters or within a twenty-five (25) mile radius of any other
facility operated by the Bank (or one of its subsidiaries) where commercial,
retail or mortgage banking or lending services and products are offered to the
public.
10. Enforcement. Employee
acknowledges that the restrictive covenants set forth above in Sections 8 and 9
are reasonable and necessary in order to protect the legitimate business
interests of the Bank and that a violation of one or more of those covenants
would result in irreparable injury to the Bank. In the event of a
breach or a threatened breach of this Agreement, in addition to all other
remedies (legal or equitable), the Bank shall be entitled to specific
performance of these provisions and the issuance of a restraining order and/or
injunction prohibiting Employee from violating one or more of these Loyalty
Obligations. If litigation is filed which relates to or arises under
this Section, then the Bank shall be entitled to recover its attorneys’ fees,
costs and expenses incurred in connection with the litigation (including all
appeals), as well as the Bank’s pre-litigation efforts to prevent a breach, to
enforce the Agreement, or to seek redress for a breach. Nothing
contained herein shall be construed as limiting or prohibiting the Bank from
pursuing any other remedies available to it for such breach or threatened
breach, including the recovery of money damages. Should an injunction
be issued, Employee waives the right to require that the court require a bond to
be posted in excess of $1,000.00.
11. Compliance
with Code Section 409A.
(a) General. It
is intended that this Agreement comply with the provisions of Section 409A of
the Code and the regulations and guidance of general applicability issued
thereunder (referred to herein as “Section 409A”) so as to not subject Employee
to the payment of additional interest and taxes under Section
409A. In furtherance of this intent, this Agreement shall be
interpreted, operated and administered in a manner consistent with these
intentions, and to the extent Section 409A would result in Employee being
subject to the payment of additional income taxes or interest under Section
409A, the parties agree to amend the Agreement to avoid the application of such
taxes and interest.
(b) Delayed
Payments. Notwithstanding any provision in this Agreement to
the contrary, as needed to comply with Section 409A, if Employee is a “specified
employee” (within the meaning of Section 409A), payments due under Section 4 or
Section 6 above shall be subject to a six (6) month delay such that amounts
otherwise payable during the six (6) month period following Employee’s
separation from service (as defined in Treasury Reg. §1.409A-1(h)) shall be
accumulated and paid in a lump-sum catch-up payment as of the first day of the
seventh month following Employee’s separation from service (or, if earlier, the
date of Employee’s death). To the extent that Employee is required to pay for
the cost of any benefits to keep them in full force and effect during the 6
month delay period, Employee shall also be reimbursed for such out-of-pocket
expenses as of the same date provided above.
(c) Treatment as Separation
Pay. This Section shall not apply to the extent such payments
can be considered to be separation pay that is not part of a deferred
compensation arrangement under Section 409A. If permitted by Section 409A, cash
payments to Employee pursuant to Section 4 or Section 6 shall be considered
first to come from separation pay.
(d) Cooperation. Bank
and Employee shall promptly deliver to each other copies of any written
communications and summaries of any verbal communications with any taxing
authority regarding the Excise Tax. In the event of any controversy
with the IRS (or other taxing authority) with regard to the Excise Tax, Employee
shall permit the Bank to control issues related to the Excise Tax (at its sole
expense) provided that such issues do not potentially materially adversely
affect Employee. In the event issues are inter-related, Employee and
the Bank shall in good faith cooperate so as not to jeopardize the resolution of
either issue. In the event of any conference with any taxing
authority relating to the Excise Tax or other associated income taxes, Employee
shall permit a representative of the Bank to accompany Employee, and Employee
and his representative shall cooperate with the Bank and its
representative. To the extent that there are any accounting charges
incurred, the Bank shall pay all such expenses incurred by
Employee.
12. Renewals. This Agreement
shall be automatically renewed for successive additional three-year periods on
January 1 in each year hereafter beginning in 2009, in the absence of notice of
non-renewal by either party given in writing to the other party no later than
September 15 of the preceding year.
13. Amendment
and Waiver. The provisions of this Agreement may be amended or
waived only with the prior written consent of the Bank and Employee, and no
course of conduct or failure or delay in enforcing the provisions of this
Agreement shall affect the validity, binding effect or enforceability of this
Agreement.
14. Withholding. Anything
to the contrary notwithstanding, all payments required to be made by the Bank
hereunder to Employee shall be subject to the withholding of such amounts
relating to taxes as the Bank may reasonably determine it should withhold
pursuant to any applicable law or regulation.
15. Severability. Whenever
possible, each provision of this Agreement shall be interpreted in such manner
as to be effective and valid under applicable law, but if any provision or
subsection of this Agreement is held to be invalid, illegal or unenforceable in
any respect under any applicable law, then such invalidity, illegality or
unenforceability cannot be reformed by the court to cause it to be enforceable,
then the offending provision shall be stricken from this Agreement, the
remainder of this Agreement shall be construed and enforced as if the invalid,
illegal or unenforceable provision had never been contained herein.
16. Forum
Selection. The parties agree that the exclusive jurisdiction
for any lawsuit related to or arising under this Agreement shall be in the
Circuit Court for Tazewell County, Virginia or the United States District Court
for the Western District of Virginia. Employee waives any objection
to jurisdiction and venue which Employee otherwise may have to this venue for
any such lawsuit.
17. Applicable
Law. This Agreement
shall be construed and applied in accordance with the laws of the Commonwealth
of Virginia, with the exception of its conflict of law provisions.
18. Survival. Subject
to any limits on applicability contained therein, the provisions contained in
Sections 4, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19 and 20 hereof
shall survive and continue in full force in accordance with their terms
notwithstanding any termination of this Agreement. Likewise, in the
event that the Bank is obligated to make payments to the Employee under either
Section 4 or 6, and the Employee dies before all such payments are made, then
the Bank shall make the balance of those payments to the Employee’s
estate.
19. Successors
and Assigns.
(a) This
Agreement shall bind and inure to the benefit of and be enforceable by the Bank
and its successors or assigns. In the event that a transaction is
contemplated that will, upon consummation, result in a Change of Control
(defined above), then in connection the closing of such transaction, the Bank
shall require as a condition of approval of the transaction that the surviving
or successor entity execute an agreement, in a form and substance acceptable to
Employee, to expressly assume and agree to honor and perform this Agreement as
if the Bank were still bound.
(b) This
Agreement shall inure to the benefit and be enforceable by Employee, his
personal and legal representatives, his executors, administrators, heirs,
successors and assigns. Notwithstanding the foregoing, Employee may
not assign any rights or delegate any obligations hereunder without the prior
written consent of the Board.
20. Notices. Any
notice provided for in this Agreement shall be in writing and shall be either
personally delivered, sent by reputable overnight carrier or mailed by first
class mail, return receipt requested, to the recipient at the address below
indicated:
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(a)
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Notices to
Employee:
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Xxxxxx
X. Xxxxxxxxxx
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000
Xxxxxxx Xxxx
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Xxxxxxxxx,
XX 00000 _____
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(b)
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Notice to
Bank:
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First
Community Bank, N.A.
Attn: Xxxx
X. Xxxxxx
President
and Chief Executive
Officer
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Xxx
Xxxxxxxxx Xxxxx
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Xxxxxxxxx,
XX 00000
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or such
other address or to the attention of such other person as the recipient party
shall have specified by prior written notice to the sending
party. Any notice under this Agreement will be deemed to have been
given when so delivered, sent or mailed.
21. Entire
Agreement. This Agreement contains all of the understandings
and representations between the parties hereto pertaining to the matters
referred to herein, and supersedes any and all undertakings and agreements,
whether oral or in writing, previously entered into by them with respect
thereto, including any previous employment, severance and/or non-competition
agreements. To the extent that a separate agreement currently exists
which grants Employee stock options or other incentive or deferred compensation,
those agreements remain in full force and effect, except to the extent that
those agreements contain restrictive covenants in which case the provisions of
Sections 8-10 shall be deemed applicable and replace all such similar
provisions.
22. Document
Review. Bank and Employee
hereby acknowledge and agree that each (i) has read this Agreement in its
entirety prior to executing it, (ii) understands the provisions and effects of
this Agreement, (iii) has consulted with such attorneys, accountants and
financial and other advisors as it or he has deemed appropriate in connection
with their respective execution of this Agreement, and (iv) has executed this
Agreement voluntarily and knowingly. EMPLOYEE HEREBY UNDERSTANDS,
ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT HAS BEEN PREPARED BY LEGAL COUNSEL
TO COMPANY AND THAT HE OR SHE HAS NOT RECEIVED ANY ADVICE, COUNSEL OR
RECOMMENDATION WITH RESPECT TO THIS AGREEMENT FROM SUCH COUNSEL.
WITNESS
the following signatures:
| FIRST COMMUNITY BANK, N.A. | |||
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By:
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/s/ Xxxx X. Xxxxxx | |
| Xxxx X. Xxxxxx, Executive Vice-President | |||
/s/ Xxxxxx X.
Xxxxxxxxxx
Xxxxxx
X. Xxxxxxxxxx
