EXHIBIT 10.5 FORM OF EMPLOYMENT AGREEMENT BETWEEN REPUBLIC SECURITY BANK
AND EACH OF XXXXX XXXXXX, XXXX X. XXXXXXX AND XXXX XXXXXX
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EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into
on _________ ________ by and between REPUBLIC SECURITY BANK, a Florida state
bank (the "Bank"), and ___________ ("Executive").
W I T N E S S E T H:
WHEREAS, the Bank desires to employ Executive upon the terms
and conditions set forth herein and is willing to agree to the employment terms
and conditions set forth herein, but only on the condition that Executive agrees
to enter into the non-competition, non-disclosure and non-solicitation covenants
contained herein; and
WHEREAS, Executive desires to be employed by the Bank upon the
terms and conditions set forth herein, including such non-competition,
non-disclosure and non-solicitation covenants, and has negotiated with the Bank
for the compensation, benefits and conditions set forth herein; and
NOW, THEREFORE, in consideration of the mutual agreements
contained herein and other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto agree as follow:
1. EMPLOYMENT. This Agreement shall be effective as of the
date of (the "Effective Date"). Subject to the terms and upon the conditions set
forth herein, the Bank agrees to employ Executive, and Executive accepts and
agrees to such employment, as of the Effective Date, in the capacity and for the
term of employment specified herein.
2. SCOPE OF EMPLOYMENT. Executive shall be employed as
______________________. As such, Executive shall be responsible for business
development of the Bank in the _________ region and shall have administrative
responsibility for the Bank's branches located in the _____________ region and
shall maintain his office in __________ County. The Florida counties to
constitute the ___________ region shall be as determined by the President of the
Bank from time to time. He will serve on the Bank's Management Loan Committee
and such other committees as the Bank may determine from time to time. He shall
have such other responsibilities, duties and authority as the President of the
Bank may from time to time determine. Executive shall be obligated to devote his
full working time to the performance of his duties hereunder.
Executive shall at all times be subject to the direction and
control of the President and Board of Directors of the Bank, and all acts of
Executive in the performance of his duties hereunder shall be carried out in
conformity with the policies, directions and limitations as from time to time
established by the President or Board of Directors.
3. COMPENSATION. Executive shall be entitled to the following
compensation:
(a) BASE SALARY. During the Term, the Bank shall pay Executive
a base salary at the rate of $_______ per annum, payable in accordance with the
customary practices of the Bank. The rate of base salary may be adjusted (but
not to less than $_______) from time to time at the sole discretion of the Board
of Directors.
(b) CASH INCENTIVE COMPENSATION. The Bank shall pay to the
Executive an additional amount over and above the Base Salary to which he is
entitled, for all periods during which this Agreement shall be in effect. Such
additional amount shall be the "Cash Incentive Compensation" which shall be in
an amount up to __% of the Executive's base salary, __% of which is dependent on
the President's judgement as to whether or not the Executive has achieved the
goals specifically assigned for his business unit for the fiscal year and __% of
which is dependent on achievement of the Bank's consolidated budget for the
fiscal year. Such goals shall be expressed for each quarter of the fiscal year.
Accordingly, __% of the maximum overall __% Cash Incentive Compensation shall be
available to the Executive in four equal amounts for quarterly determination,
with the remaining __% of the overall __% Cash Incentive Compensation available
after the conclusion of the fiscal year for determination based on achievement
of the Bank's consolidated budget for the fiscal year. If the Executive does not
earn the entire Cash Incentive Compensation available for any given fiscal
quarter or fiscal year, it shall be understood that the unearned amount does not
carry over to any subsequent fiscal quarter. In the event Executive is not in
the employ of the Bank on the last day of any fiscal quarter, Executive shall be
entitled to receive his pro rata share of such Cash Incentive Compensation for
such quarter through the termination date of his employment.
(c) AUTOMOBILE The Bank shall furnish the Executive with the
use of an automobile at the Bank's expense for the performance of his duties on
behalf of the Bank and Executive shall use such automobile for that purpose. The
costs of operation, maintenance and insurance shall be paid by the Bank in
accordance with Bank policies and procedures in effect from time to time. Future
automobiles shall be of equivalent make and model. The Executive shall be an
additional named insured on the liability insurance. Executive shall account for
the use and expenses of the automobile in accordance with the policies and
procedures of the Bank.
4. BENEFITS. During the Term, the Bank shall provide Executive
with such fringe benefits as shall be available generally to all executives of
the Bank from time to time.
5. REIMBURSEMENT OF EXPENSES. The Bank shall promptly
reimburse Executive for all reasonable and ordinary expenses incurred by him in
the performance of his duties hereunder, provided that Executive accounts to the
Bank therefor in the manner prescribed by the Bank.
6. TERM OF EMPLOYMENT. The term of employment pursuant to this
Agreement (the "Term") shall commence on the Effective Date and shall continue
until the first to occur of the following:
(a) December 31, 1999, unless sooner terminated as hereinafter
provided. On December 31, 1999, and on the last day of December of each year
thereafter, the term of the Executive's employment pursuant to this Agreement
shall be extended one additional year only upon the mutual consent of the
Executive and the Company. The Company's consent shall require the explicit
review of this Agreement and approval thereof by the Company's Board of
Directors during the period 60 days prior to such last day of December. In the
event that the Board of Directors fails to explicitly
review and communicate its decision to renew this Agreement for one additional
year or terminate this Agreement, this Agreement shall automatically renew for
one additional year.
(b) Executive's resignation. Executive agrees to provide the
Bank written notice at least 60 days in advance of the effective date of
resignation.
(c) Executive's death or disability. "Disability" shall mean
such physical or mental incapacity which renders Executive incapable of fully
performing his duties pursuant to this Agreement for a continuous period of 90
days.
(d) Termination of employment by the Bank for Cause.
(e) Termination of employment by the Bank without Cause.
"Cause" as used in this Agreement shall mean:
(i) gross negligence or willful misconduct by
Executive in connection with his employment hereunder or the business
of the Bank;
(ii) Executive's misappropriation of the Bank's
assets or property;
(iii) Executive's conviction of, or plea of guilty
to, a crime involving fraud or any felony; or
(iv) Executive's failure to comply with any material
term, covenant or condition contained herein.
7. RIGHTS OF EXECUTIVE UPON TERMINATION. Executive shall not
be entitled to any compensation or benefits upon any termination of this
Agreement except to the extent provided in this Section 7.
In the event of termination as a result of Executive's
resignation, Executive shall receive only compensation through the effective
date of the resignation as set forth in the notice provided for in Section 6(b).
In the event of termination by the Bank for Cause, the Bank
shall pay Executive an amount equal to the Executive's annual base salary as
defined in Section 3(a) hereof through the December 31, 1999 or, if such
termination occurs after December 31, 1999, through the December 31st following
the date of termination.
In the event of termination by the Bank without Cause, the
Bank shall pay Executive, an amount equal to Executive's then current annual
base salary.
Executive agrees that such payments shall be Executive's sole
and exclusive remedy for any termination, with or without Cause. Such payments
may be paid, at the Executive's option, in a lump sum or in equal installments
through the Bank's normal payroll system over the course
of the ensuing year or period.
8. NON-COMPETITION, NON-DISCLOSURE AND NON-SOLICITATION. In
consideration of the Bank entering into this Agreement, Executive agrees to each
of the following covenants:
(a) NON-COMPETITION. During the Term, Executive agrees not to
engage, directly or indirectly, in any aspect of the financial institutions
business, including for state, national or foreign banks, state or federal
savings associations, credit unions, mortgage or loan companies or any other
entity in the business of making or acquiring loans or taking deposits (the
"Banking Business") other than the Bank, whether as shareholder, partner,
director, employee, agent, consultant or otherwise. In the event of termination
of Executive's employment hereunder, other than termination by the Bank without
Cause, Executive, until 12 months after the date of termination, agrees not to
engage, directly or indirectly, in the Banking Business in any capacity in
Hillsborough and Pinellas Counties, Florida; PROVIDED, HOWEVER, in the event the
Bank elects not to renew this Agreement pursuant to Section 6(a) hereof, the
obligation under this Section 8(a) shall be null and void.
(b) NON-DISCLOSURE. Executive agrees to (i) hold all trade
secrets and other confidential or proprietary information of the Bank, including
the names and circumstances of loan and deposit customers of the Bank, in trust
and confidence for the Bank and shall not use or disclose any such information
except in connection with the business of the Bank and (ii) be liable for
damages incurred by the Bank as a result of disclosure of any such information
by Executive (without the prior written consent of the President) for any
purpose other than the business of the Bank, either during his employment or at
any time after termination of his employment with the Bank for any reason
whatsoever (including without Cause). Notwithstanding the foregoing, Executive
may disclose any such information to the extent such disclosure is compelled by
applicable law or to the extent such information becomes publicly available
other than by unauthorized disclosure by Executive.
(c) NON-SOLICITATION. For a period of 12 months after the
Term, Executive agrees not, directly or indirectly, on behalf of any trade or
business, to aid or endeavor to solicit, induce or recommend any employees of
the Bank to leave their employment with the Bank.
(d) COVENANTS NOT EXCLUSIVE. Executive agrees that the
covenants set forth in Sections 8(a), (b) and (c) hereof are in addition to any
rights the Bank may have in law or at equity.
(e) NO ADEQUATE REMEDY AT LAW. Executive acknowledges and
agrees that it may be impossible to measure in money the damages which the Bank
will suffer in the event Executive breaches any of the covenants in this Section
8. Therefore, if the Bank shall institute any action or proceeding to enforce
the provisions hereof, Executive hereby waives and agrees not to assert in any
such action or proceeding the claim or defense that the Bank has an adequate
remedy at law. The foregoing shall not prejudice the right of the Bank to
require Executive to account for and pay over to the Bank the compensation,
profits, monies, accruals or other benefits derived or received by Executive as
a result of any transaction constituting a breach of the covenants set forth in
this Section 8.
9. SEVERABILITY. Each provision hereof is severable from this
Agreement, and if one or more provisions hereof are declared invalid, the
remaining provisions shall nevertheless remain in full force and effect. If any
provision of this Agreement is so broad, in scope or
duration or otherwise as to be unenforceable, such provision shall be
interpreted to be only so broad as is enforceable.
10. OTHER AGREEMENTS. Executive agrees that, on the Effective
Date, any employment agreement, severance agreement or other oral or written
agreement regarding his compensation or benefits with _________ shall
automatically terminate without payment of any amount on account of such
termination or of the merger of _________ into the Bank, except for Executive's
current Salary Continuation Plan with _________. Notwithstanding anything in
this Agreement to the contrary, nothing herein shall be deemed to terminate or
nullify Executive's right to receive any change- in-control payment or
accelerated vesting of any current plan or agreement with _________.
11. NOTICE. Any notice to be given hereunder shall be given in
writing. Notice shall be deemed to be given when delivered by hand to, or one
business day after being delivered to an overnight courier service, addressed
to:
If to the Bank:
Republic Security Bank
0000 Xxxxxxxx Xxxxxx
Xxxx Xxxx Xxxxx, Xxxxxxx 00000
Attn: Xxxx X. Xxxxxx, President
and Chairman of the Board
If to Executive:
or to such other address as either party
may give notice of to the other.
12. NO WAIVER. The failure to enforce at any time any of the
provisions of this Agreement, or to require at any time performance by the other
party of any of the provisions hereof, shall in no way be construed to be a
waiver of such provisions or to affect the validity of this Agreement, or any
part hereof, or the right of either party thereafter to enforce each and every
such provision in accordance with the terms of this Agreement.
13. ENTIRE AGREEMENT. This Agreement contains the entire
agreement between the parties with respect to the subject matter hereof and
supersedes any and all prior understandings, agreements or correspondence
between the parties. It may not be amended or extended in any respect except by
a writing signed by all parties hereto.
14. GOVERNING LAW. This Agreement shall be governed by, and
interpreted in accordance with, the laws of the State of Florida.
15. PREVAILING PARTY. In the event that any litigation or
other dispute arises to enforce or interpret any term or terms of this
Agreement, the prevailing party shall be entitled, in addition to any other
damages or remedy, to receive from the other party its reasonable attorneys=
fees and costs.
16. ASSIGNMENT; BINDING EFFECT. Neither this Agreement nor any
right, remedy, obligation or liability arising hereunder or by reason hereof may
be assigned or delegated by either party without the prior written consent of
the other party. This Agreement shall inure to the benefit of and shall be
binding upon the parties hereto and their respective heirs, successors and
permitted assigns.
IN WITNESS WHEREOF, the parties have entered into this
Agreement as of the date first above written.
REPUBLIC SECURITY BANK
By
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Xxxx X. Xxxxxx,
Chairman of the Board and President
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EXECUTIVE
