EXHIBIT 10.18
AGREEMENT REGARDING TERMINATION BENEFITS
THIS AGREEMENT Regarding Termination Benefits (hereinafter referred to as
"Agreement") is made this 6th day of June, 2001, by and between SOUTHERN
COMMUNITY BANCORP (hereinafter referred to as "Bancorp"), a Florida based bank
holding company with an address of 000 Xxxxx Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx
00000, SOUTHERN COMMUNITY BANK OF SOUTHWEST FLORIDA (hereinafter referred to as
"Bank"), a Florida banking corporation with an address of 0000 Xxxxxx Xxxxx
Xxxx, Xxxxxx Xxxxxxx, Xxxxxxx 00000 (and both referred to as the
"Corporations"), and XXXXXXX X. XXXXXX (hereinafter referred to as "Employee").
WHEREAS, the Employee has been a key employee of the Corporations since
their founding, and is now the Chairman and Chief Executive Officer of the Bank:
WHEREAS, the Corporations wish to retain the services of Employee until
the Employee's retirement; and
WHEREAS, the Corporations and Employee wish to provide Employee, as
additional compensation for his services to the Corporations, with post
termination benefits in addition to those benefits that will be available to
Employee under the Corporations' regular pension and insurance plan for
employees, if any.
In consideration of the foregoing, the terms and covenants of this
Agreement and other valuable consideration, the receipt of which is
acknowledged, the parties agree as follows:
SECTION ONE
INVOLUNTARY AND CHANGE OF CONTROL
TERMINATION BENEFIT
In the event that Employee is involuntarily terminated or a majority of
the outstanding shares of either or both Corporations are acquired in a merger
or other transaction, requiring approval under the Bank Holding Company Act of
1956 ("change of control"), a termination benefit equal to eighteen (18) months
of salary shall be paid to Employee within ten (10) days of the effective date
of such termination transaction. The foregoing "change of control" benefit shall
be further limited to an amount that does not exceed the amount deductible by
either Corporation under Internal Revenue Code Sec. 280G. The foregoing "change
of control" benefit shall only be payable should Employee not elect to continue
his employment with Bancorp or the Bank upon the "change of control".
SECTION TWO
FORFEITURE OF TERMINATION BENEFITS
Termination benefit provided in Section One above shall not be payable if
Employee terminates his employment with either Corporation voluntarily or if his
employment is terminated by either Corporation for "cause". "Cause" is hereby
defined as deliberate, willful or gross misconduct, including any act of
dishonesty by Employee that adversely affects the
business of the Corporations, or the violation of material regulatory rules and
regulations governing the operation of the Corporations that results in
enforcement action by a regulatory agency with jurisdiction over the
Corporation.
SECTION THREE
ENCUMBRANCES
Neither Employee nor Employee's beneficiaries shall have the right to
encumber, commute, borrow against or dispose of, or assign the right to receive
payments under this Agreement.
SECTION FOUR
ENTIRE AGREEMENT
This Agreement shall constitute the entire Agreement between the parties
and any prior understanding or representation of any kind preceding the date of
this Agreement shall not be binding upon either party, except to the extent
incorporated in this Agreement.
SECTION FIVE
MODIFICATION OF AGREEMENT
Any modification of this Agreement, or additional obligations assumed by
either party in connection with this Agreement, shall be binding only if
evidence in writing, signed by each party or an authorized representative of
each party.
SECTION SIX
GOVERNING LAW
It is agreed that this Agreement shall be governed by, construed and
enforced in accordance with the laws of the State of Florida.
SECTION SEVEN
ATTORNEYS' FEES
In the event litigation is required to interpret or enforce any of the
provisions of this Agreement, the prevailing party shall be entitled to receive
its reasonable attorneys' fees and costs from the non-prevailing party,
including costs of appeal.
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SECTION EIGHT
NOTICES
Any notice provided for or concerning this Agreement shall be in writing
and shall be deemed sufficiently given when sent by certified or registered
mail, if sent to the respective address of each party as set forth in the
beginning of this Agreement.
IN WITNESS WHEREOF, each party to this Agreement has caused it to be
executed at Orlando, Florida on the date indicated below.
"BANCORP"
ATTEST: SOUTHERN COMMUNITY BANCORP, a
Florida bank holding company
By: /s/ Xxxxx Xxxx /s/ Xxxxxxx X. Xxxxxxxx, Xx.
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(Corporate Seal) By: Xxxxxxx X. Xxxxxxxx, Xx.
Its: Chief Executive Officer
"BANK"
ATTEST: SOUTHERN COMMUNITY BANCORP, a
Florida bank holding company
By: Xxxxx Elabert /s/ Xxxxx X. Xxxxxx
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(Corporate Seal) By: Xxxxx X. Xxxxxx
Its: Vice Chairman
"EMPLOYEE"
/s/ Xxxxxxx X. Xxxxxx
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