EMPLOYMENT AGREEMENT
Exhibit 10.23
THIS
AGREEMENT is made as of the 21st day of August, 2006, by and among ALBANY
BANK & TRUST, National Association (the “Bank”), a national bank; COMMUNITY
CAPITAL BANCSHARES, INC., a bank holding company incorporated under the laws
of
the State of Georgia (the “Company”) (collectively, the Bank and the Company are
referred to hereafter as the “Employer”), and XXXX X. XXXX, XX., a resident of
the State of Georgia (the “Employee”).
RECITALS:
WHEREAS,
the
Employer desires to employ the Employee as Chief Executive Officer and President
of the Bank and the Company; and
WHEREAS,
the
Employee desires to accept employment as the Chief Executive Officer and
President of the Bank and the Company; and
WHEREAS,
the Bank
received a report of examination from the Office of the Comptroller of the
Currency (the “OCC”); and
WHEREAS,
the Bank
has entered into an agreement with the OCC within the meaning of 12 U.S.C.
§
1818(b)(1) which is a formal written agreement within the meaning of 12 U.S.C.
§
1818(u)(1)(A); and
WHEREAS,
the
Bank
has received authority to enter into a contract with the Employee subject to
the
final decision of the OCC not to disapprove the employment of Employee as the
Chief Executive Officer and President of the Bank;
NOW
THEREFORE, in
consideration of the mutual agreements hereinafter set forth, the parties hereby
agree as follows:
1. Definitions.
Whenever
used in this Agreement, the following terms and their variant forms shall have
the meaning set forth below:
1.1 “Affiliate”
shall
mean any business entity which controls the Company, is controlled by or is
under common control with the Company.
1.2 “Agreement”
shall
mean this Agreement and any exhibits incorporated herein together with any
amendments hereto made in the manner described in this Agreement.
1.3 “Area”
shall
mean the geographic area within the boundaries of Xxxxxxxxx and Xxx Counties,
Georgia and Houston and Xxx Counties, Alabama. It is the express intent of
the
Parties that the Area as defined herein is the area where the Employee performs
services on behalf of the Employer under this Agreement.
Exhibit
10.23
1.4 “Business
of the Employer”
shall
mean the business conducted by the Employer, which is commercial
banking.
1.5 “Cause”
shall
mean:
1.5.1 With
respect to termination by the Employer:
(a) A
material breach of the terms of this Agreement by the Employee, including,
without limitation, failure by the Employee to perform his duties and
responsibilities in the manner and to the extent required under this Agreement,
which remains uncured after the expiration of thirty (30) days following the
delivery of written notice of such breach to the Employee by the Board of
Directors of the Company and/or the Bank;
(b) Conduct
by the Employee that amounts to fraud, dishonesty or willful misconduct in
the
performance of his duties and responsibilities hereunder;
(c) The
conviction of the Employee of a felony;
(d) Conduct
by the Employee that amounts to gross and willful insubordination or inattention
to his duties and responsibilities hereunder; or
(e) The
receipt of any form of notice, written or otherwise, that any regulatory agency
having jurisdiction over the Employer intends to institute any form of formal
or
informal regulatory action against the Employee or the Employer, provided that
the Board of Directors of either the Company or the Bank determines in good
faith that such action involves acts or omissions by or under the supervision
of
the Employee or that termination of the Employee could materially assist the
Employer in avoiding or reducing the restrictions or adverse effects to the
Employer related to the regulatory action.
1.5.2 With
respect to termination by the Employee, a material diminution in the powers,
responsibilities or duties of the Employee hereunder or a material breach of
the
terms of this Agreement by the Employer, which remains uncured after the
expiration of thirty (30) days following the delivery of written notice of
such
breach to the Employer by the Employee.
1.6 “Change
in Control”
means
any one of the following events:
(a) the
acquisition by any person or persons acting in concert of the then outstanding
voting securities of either the Bank or the Company, if, after the transaction,
the acquiring person (or persons) owns, controls or holds with power to vote
fifty percent (50%) or more of any class of voting securities of either the
Bank
or the Company, as the case may be, or such other transaction as may be
described under 12 C.F.R. Section 225.41(c)(1) or any successor
thereto;
Exhibit
10.23
(b) within
any twelve-month period (beginning on or after the Effective Date) the persons
who were directors of either the Bank or the Company immediately before the
beginning of such twelve-month period (the “Incumbent Directors”) shall cease to
constitute at least a majority of such board of directors; provided that any
director who was not a director as of the Effective Date shall be deemed to
be
an Incumbent Director if that director was elected to such board of directors
by, or on the recommendation of or with the approval of, at least two-thirds
of
the directors who then qualified as Incumbent Directors; and provided further
that no director whose initial assumption of office is in connection with an
actual or threatened election contest relating to the election of directors
shall be deemed to be an Incumbent Director;
(c) the
approval by the stockholders of either the Bank or the Company or a
reorganization, merger or consolidation, with respect to which persons who
were
the stockholders of the Bank or the Company, as the case may be, immediately
prior to such reorganization, merger or consolidation do not, immediately
thereafter, own more than fifty percent (50%) of the combined voting power
entitled to vote in the election of directors of the reorganized, merged or
consolidated company’s then outstanding voting securities; or
(d) the
sale,
transfer or assignment of all or substantially all of the assets of the Company
and its subsidiaries to any third party.
1.7 “Confidentiality”
means
data and information relating to the business of the Employer (which does not
rise to the status of a Trade Secret) which is or has been disclosed to the
Employee or of which the Employee became aware as a consequence of or through
the Employee’s relationship to the Employer and which has value to the Employer
and is not generally known to its competitors. Confidential Information shall
not include any data or information that has been voluntarily disclosed to
the
public by the Employer (except where such public disclosure has been made by
the
Employee without authorization) or that has been independently developed and
disclosed by others, or that otherwise enters the public domain through lawful
means.
1.8 “Effective
Date”
shall
mean August 21, 2006.
1.9 “Employer
Information”
means
Confidential Information and Trade Secrets.
1.10 “Initial
Term”
shall
mean that period of time commencing on the Effective Date and running until
the
earlier of the close of business on the last business day immediately preceding
the first anniversary of the Effective Date or any termination of employment
of
the Employee under this Agreement as provided for in Section 3.
1.11 “Permanent
Disability”
shall
mean the total inability of the Employee to perform his duties under this
Agreement for the duration of the short-term disability period under the
Employer’s policy then in effect as certified by a physician chosen by the
Employer and reasonably acceptable to the Employee.
Exhibit
10.23
1.12 “Term”
shall
mean the Initial Term and all subsequent renewal periods.
1.13 “Trade
Secrets”
means
Employer information including, but not limited to, technical or nontechnical
data, formulas, patterns, compilations, programs, devices, methods, techniques,
drawings, processes, financial data, financial plans, product plans or lists
of
actual or potential customers or suppliers which (a) derives economic value,
actual or potential, from not being generally known to, and not being readily
ascertainable by proper means by, other persons who can obtain economic value
from its disclosure or use; and (b) is the subject of efforts that are
reasonable under the circumstances to maintain its secrecy.
2. Duties.
2.1 Position.
The
Employee is employed as the Chief Executive Officer and President of the Bank
and the Company and, subject to the direction of the Board of Directors of
the
Bank, shall perform and discharge well and faithfully the duties which may
be
assigned to him from time to time.
2.2 Full-Time
Status.
In
addition to the duties and responsibilities specifically assigned to the
Employee pursuant to Section 2.1 hereof, the Employee shall: (a) devote
substantially all of his time, energy and skill during regular business hours
to
the performance of the duties of his employment (reasonable vacations and
reasonable absences due to illness excepted) and faithfully and industriously
perform such duties; (b) diligently follow and implement all management policies
and decisions communicated to him by the Board of Directors; and (c) timely
prepare and forward to the Board of Directors all reports and accounting as
may
be requested of the Employee.
2.3 Permitted
Activities.
The
Employee shall devote his entire business time, attention and energies to the
Business of the Employer and shall not during the Term be engaged (whether
or
not during normal business hours) in any other business or professional
activity, whether or not such activity is pursued for gain, profit or other
pecuniary advantage; but this shall not be construed as preventing the Employee
from (a) investing his personal assets in businesses which (subject to clause
(b) below) are not in competition with the Business of the Employer and which
will not require any services on the part of the Employee in their operation
or
affairs and in which his participation is solely that of an investor, (b)
purchasing securities in any corporation whose securities are regularly traded
provided that such purchase shall not result in him collectively owning
beneficially at any time five percent (5%) or more of the equity securities
of
any business in competition with the Business of the Employer; and (c)
participating in civic and professional affairs and organizations and
conferences, preparing or publishing papers or books or teaching so long as
the
Board of Directors of the Company and the Bank approves of such activities
prior
to the Employee’s engaging in them.
3. Term
and Termination.
3.1 Term.
Employee
acknowledges that his employment by the Company and the Bank is contingent
upon
approval of the OCC by affirmative decision of that agency not to disapprove
his
employment by the Bank. If the OCC were to exercise that option and disapproves
Employee, then Employee understands that the term of his employment would be
from the effective date until his discharge by virtue of the action of the
OCC.
Subject to that contingency, the first term of this Agreement begins on August
21, 2006 and ends on August 20, 2007 and shall be extended for additional terms
of one year each unless cancelled by either party as of the end of the first
term or any additional term upon not less than thirty (30) days notice prior
to
the end of any such term. Should the Employer exercise its option not to renew
this Agreement, the Employer’s obligation to the Employee shall be controlled by
Section 3.2 of this Agreement.
Exhibit
10.23
3.2 Termination.
During
the Term, the employment of the Employee under this Agreement may be terminated
only as follows:
3.2.1 By
the
Employer:
(a) For
Cause, upon written notice to the Employee pursuant to Section 1.5.1 hereof,
in
which event the Employer shall have no further obligation to the Employee except
for the payment of any amounts earned and unpaid under Section 4 on the
effective date of termination;
(b) Without
Cause at any time, provided that the Employer shall give the Employee thirty
(30) days’ prior written notice of its intent to terminate, in which event the
Employer shall be required to continue to meet its obligations to the Employee
under Sections 4.1 and 4.2 for a period equal to twelve (12) months following
the effective date of termination and under Section 4.4 to the extent provided
in that Section; or
(c) Upon
the
Permanent Disability of Employee at any time, provided that the Employer shall
give the Employee thirty (30) days’ prior written notice of its intent to
terminate, in which event the Employer shall be required to continue to meet
its
obligations to the Employee under Sections 4.1 and 4.2 for the period of six
(6)
months following the effective date of termination
3.2.2 By
the
Employee:
(a) For
Cause, provided that the Employee shall give the Employer sixty (60) days’ prior
written notice of his intent to terminate, in which event the Employer shall
be
required to continue to meet its obligations to the Employee under Section
4.1
and 4.2 for a period equal to twelve (12) months following the effective date
of
termination and under Section 4.4 to the extent provided in that
Section;
(b) Without
Cause, provided that the Employee shall give the Employer sixty (60) days’ prior
written notice of his intent to terminate, in which event the Employer shall
have no further obligation to Employee except future payment of any amounts
earned and unpaid under Section 4 on the effective date of the termination;
or
Exhibit
10.23
(c) Upon
the
Permanent Disability of the Employee, in which event the Employer shall be
required to continue to meet its obligation to the Employee under Sections
4.1
and 4.2 for six (6) months following the effective date of
termination.
3.3 If,
within twelve (12) months prior to or twenty-four (24) months following a Change
in Control, the Employee terminates his employment for Cause or the Employer
terminates the Employee’s employment without Cause, the Employer shall be
required to pay the Employee in cash a lump sum payment in an amount equal
to
1.5 times the sum of (a) the average of the Employee’s Base Salary paid over the
immediately preceding three (3) calendar years or, if less, over the Employee’s
entire employment history with the Employer and (b) the average of the annual
Incentive Compensation (as defined below) paid over the immediately preceding
three (3) calendar years or, if less, over the Employee’s entire employment
history with the Employer, which shall be paid to the Employee no later than
ninety (90) days following the effective date of termination. Notwithstanding
any other provision of this Agreement to the contrary, if the aggregate amount
provided for in this Agreement and the other payments and benefits which the
Employee has the right to receive from the Employer (the “Total Amount”) would
constitute a “parachute payment,” as defined in Section 280G(b)(2) of the
Internal Revenue Code, the Total Amount shall be reduced so that it does not
exceed an amount equal to (i) 2.99 multiplied by (ii) the Employee’s “base
amount” for the “base period,” as such terms are defined under Section 280G of
the Internal Revenue Code. In the event the Total Amount is reduced by reason
of
this Section, the Employee shall be entitled to determine which portion of
the
Total Amount is to be reduced so that the Total Amount to be paid to the
Employee, as so reduced, satisfies the limitation described in the immediately
preceding sentence.
3.4 Termination
By Agreement.
At
any
time upon mutual, written agreement of the parties, in which event the Employer
shall have no further obligation to the Employee except for the payment of
any
amounts earned and unpaid under Section 4 on the effective date of termination
unless otherwise set forth in the written agreement.
3.5 Termination
Due To Death.
Notwithstanding
anything in this Agreement to the contrary, the Term shall end automatically
upon the Employee’s death, in which event the Employer shall be requested to
continue obligation to the Employee under Sections 4.1 and 4.2 for six (6)
months following the effective date of termination.
3.6 Effect
of Termination.
Termination
of the employment of the Employee pursuant to Section 3 shall be without
prejudice to any right or claim which may have previously accrued to either
the
Employer or the Employee hereunder and shall not terminate, alter, supersede
or
otherwise affect the terms and covenants and the rights and duties prescribed
in
this Agreement. Upon termination of the Employee’s employment, the Employer
shall have no further obligation to the Employee or the Employee’s estate,
except for payment of any amounts earned and unpaid under Section 4 on the
effective date of termination and any payments set forth in Sections 3.2.1(b)
or
(c), Section 3.2.2(a) or (c), Section 3.3 or Section 3.5, as applicable.
4. Compensation.
The
Employee shall receive the following salary and benefits.
Exhibit
10.23
4.1 Base
Salary.
From
the
beginning of the initial term of employment through December 31, 2006, the
Employee shall be compensated at a base rate of $203,000 annually (the “Base
Salary”). On January 1, 2007, the Base Salary shall be raised to $210,000
annually. The Employee’s Base Salary shall be reviewed by the Board of Directors
or its designee annually, and shall be adjusted annually thereafter by such
amount, if any, as may be determined by the Board of Directors or its designee
in their sole discretion. Base Salary shall be payable in accordance with the
Employer’s normal payroll practices.
4.2 Options.
Upon
execution of this Employment Contract, Employee shall be granted 10,000 options
for shares of stock in the Company. On January 1, 2007, the Employee shall
be
granted an additional 5,000 options for shares of stock in the Company.
Thereafter, when Employee is successful in having the agreement between the
Bank
and the OCC terminated, he shall be granted an option for an additional 15,000
shares of stock in the Company.
4.3 Incentive
Compensation.
Within
ninety (90) days following the end of each calendar year of the Employer’s
operations, the Employer shall pay the Employee a cash bonus, if any, based
upon
satisfying criteria established by the Board of Directors of the Company and
the
Bank (in its sole discretion) and communicated to the Employee in writing no
later than April 1 of that calendar year (the “Incentive
Compensation”).
4.4 Health
Insurance.
(a) The
Employee shall be entitled to participate in the health insurance plan provided
by the Employer for its employees. The Employer will pay the full cost of the
premiums under such plan for health insurance coverage for the Employee and
his
family.
(b) In
the
event of (i) termination by the Employee For Cause (Section 3.2.2(a)), or (ii)
termination by the Employee following a Change of Control (Section 3.3), the
Employer shall reimburse Employee for the cost of premium payments paid by
Employee to continue his then existing heath insurance as provided by the
Employer for a period of six (6) months following the date of termination of
employment.
(c) In
the
event of termination by the Employer Without Cause (Section 3.2.2(a)) or upon
Permanent Disability (Section 3.2.1(c)), the Employer shall reimburse the
Employee for the cost of premium payments paid by Employer to continue his
then
existing health insurance as provided by the Employer for a period of twelve
(12) months following the date of termination of employment.
4.5 Automobile.
Beginning
as of the effective date, the Employer shall provide Employee with an automobile
to be used by the Employee for business and personal purposes. The make and
model of the automobile shall be determined by the Employer. The Employer will
pay expenses associated with the operation, maintenance, repair and insurance
for the automobile.
Exhibit
10.23
4.6 Moving
Expenses.
Employer
shall pay Employee’s moving cost from Bainbridge, Georgia to Albany, Georgia,
upon reasonable proof of such moving expenses. The amount of reimbursement
shall
be equal to the actual cost of moving not to exceed Seven Thousand ($7,000.00)
Dollars.
4.7 Business
Expenses: Memberships.
The
Employer specifically agrees to reimburse the Employee for (a) reasonable
business (including travel) expenses incurred by him in the performance of
his
duties hereunder, as approved from time to time by the Board of Directors of
the
Company and the Bank, and (b) the dues and business related expenditures,
including initiation fees, associated with membership in a single country club
and a single civic association both as selected by the Employee and in
professional associations which are commensurate with his position; provided,
however, that the Employee shall, as a condition of reimbursement, submit
verification of the nature and amount of such expenses in accordance with
reimbursement policies from time to time adopted by the Employer and in
sufficient detail to comply with rules and regulations promulgated by the
Internal Revenue Service.
4.8 Vacation.
On
a
non-cumulative basis the Employee shall be entitled to four (4) weeks of
vacation in each successive twelve-month period during the Term, during which
his compensation shall be paid in full. Employee will endeavor to take at least
two consecutive weeks each year for vacation, the other vacation to be taken
at
the time the Employer determines appropriate, taking into account the
requirements of the Employer.
4.9 Benefits.
In
addition to the benefits specifically described herein, the Employee shall
be
entitled to such benefits as may be available from time to time for executives
of the Employer similarly situated to the Employee. All such benefits shall
be
awarded and administered in accordance with the Employer’s standard policies and
practices. Such benefits may include, by way of example only, profit sharing
plans, retirement or investment funds, dental, health, life and disability
insurance benefits and such other benefits as the Employer deems appropriate.
The Employer makes no representation to the Employee regarding the taxability
or
nontaxability of any benefits provided under Section 4.
4.10. Withholding.
The
Employer may deduct from each payment of compensation hereunder all amounts
required to be deducted and withheld in accordance with applicable federal
and
state income, FICA and other withholding requirements.
5. Employer
Information.
5.1 Ownership
of Information.
All
Employer Information received or developed by the Employee while employed by
the
Employer will remain the sole and exclusive property of the
Employer.
5.2 Obligation
of the Employee.
The
Employee agrees (a) to hold Employer Information in strictest confidence, and
(b) not to use, duplicate, reproduce, distribute, disclose or otherwise
disseminate Employer Information or any physical embodiments thereof and may
in
no event take any action causing or fail to take any action necessary in order
to prevent any Employer Information from losing its character or ceasing to
qualify as Confidential Information or a Trade Secret. In the event that the
Employee is required by law to disclose any Employer Information, the Employee
will not make such disclosure unless (and then only to the extent that) the
Employee has been advised by independent legal counsel that such disclosure
is
required by law and then only after prior written notice is given to the Company
when the Employee becomes aware that such disclosure has been requested and
is
required by law. This Section 5 shall survive for a period of six (6) months
following termination of this Agreement for any reason with respect to
Confidential Information, and shall survive termination of this Agreement for
any reason for so long as is permitted by the then-current Georgia Trade Secrets
Act of 1990, O.C.G.A. §§ 10-1-760 - 10-1-767, with respect to Trade
Secrets.
Exhibit
10.23
5.3 Delivery
upon Request or Termination.
Upon
request by the Employer, and in any event upon termination of his employment
with the Employer, the Employee will promptly deliver to the Employer all
property belonging to the Employer, including, without limitation, all Employer
Information then in his possession or control.
6. Non-Competition.
The
Employee agrees that during his employment by the Employer hereunder and, in
the
event of his termination by the Employer with Cause pursuant to Section
3.2.1(a), by the Employee without Cause pursuant to Section 3.2.2(b) or by
the
Employee in connection with a Change in Control pursuant to Section 3.3, for
a
period of twelve (12) months thereafter, he will not (except on behalf of or
with the prior written consent of the Employer), within the Area, either
directly or indirectly, on his own behalf or in the service or on behalf of
others, as a principal, partner, officer, director, manager, supervisor,
administrator, consultant, executive employee or in any other capacity which
involves duties and responsibilities similar to those undertaken for the
Employer, or engage in any business which is the same as or essentially the
same
as the Business of the Employer.
7. Non-Solicitation
of Customers.
The
Employee agrees that during his employment by the Employer hereunder and, in
the
event of his termination by the Employer with Cause pursuant to Section
3.2.1(a), by the Employee without Cause pursuant to Section 3.2.2(b) or by
the
Employee in connection with a Change in Control pursuant to Section 3.3, for
a
period of twelve (12) months thereafter, he will not (except on behalf of or
with the prior written consent of the Employer), within the Area, on his own
behalf or in the service or on behalf of others, solicit, divert or appropriate
or attempt to solicit, divert or appropriate, directly or by assisting others,
any business from any of the Employer’s customers, including actively sought
prospective customers, with whom the Employee has or had material contact during
the last two (2) years of his employment, for purposes of providing products
or
services that are competitive with those provided by the Employer.
8. Non-Solicitation
of Employees. The
Employee agrees that during his employment by the Employer hereunder and, in
the
event of his termination by the Employer with Cause pursuant to Section
3.2.1(a), by the Employee without Cause pursuant to Section 3.2.2(b) or by
the
Employee in connection with a Change in Control pursuant to Section 3.3, for
a
period of twelve (12) months thereafter, he will not (except on behalf of or
with the prior written consent of the Employer), within the Area, on his own
behalf or in the service or on behalf of others, solicit, recruit or hire away
or attempt to solicit, recruit or hire away, directly or by assisting others,
any employee of the Employer or its Affiliates, whether or not such employee
is
a full-time employee or a temporary employee of the Employer or its Affiliates
and whether or not such employment is pursuant to written agreement and whether
or not such employment is for a determined period or is at will.
Exhibit
10.23
9. Remedies.
The
Employee agrees that the covenants contained in Sections 5 through 8 of this
Agreement are of the essence of this Agreement; that each of the covenants
is
reasonable and necessary to protect the business, interests and properties
of
the Employer; and that irreparable loss and damage will be suffered by the
Employer should he breach any of the covenants. Therefore, the Employee agrees
and consents that, in addition to all the remedies provided by law or in equity,
the Employer shall be entitled to a temporary restraining order and temporary
and permanent injunctions to prevent a breach or contemplated breach of any
of
the covenants. The Employer and the Employee agree that all remedies available
to the Employer or the Employee, as applicable, shall be
cumulative.
10. Severability.
The
parties agree that each of the provisions included in this Agreement is
separate, distinct and severable from the other provisions of this Agreement
and
that the invalidity or unenforceability of any Agreement provision shall not
affect the validity or enforceability of any other provision of this Agreement.
Further, if any provision of this Agreement is ruled invalid or unenforceable
by
a court of competent jurisdiction because of a conflict between the provision
and any applicable law or public policy, the provision shall be redrawn to
make
the provision consistent with and valid and enforceable under the law or public
policy.
11. No
Set-Off by the Employee.
The
existence of any claim, demand, action or cause of action by the Employee
against the Employer, or any Affiliate or the Employer, whether predicated
upon
this Agreement or otherwise, shall not constitute a defense to the enforcement
by the Employer of any of its rights hereunder.
12. Notice.
All
notices and other communications required or permitted under this Agreement
shall be in writing and, if mailed by prepaid first-class mail or certified
mail, return receipt requested, shall be deemed to have been received on the
earlier of the date shown on the receipt or three (3) business days after the
postmarked date thereof. In addition, notices hereunder may be delivered by
hand, facsimile transmission or overnight courier, in which event the notice
shall be deemed effective when delivered or transmitted. All notices and other
communications under this Agreement shall be given to the parties hereto at
the
following addresses:
|
(i)
|
If to the Employer, to it at: | ||
|
Chairman,
Board of Directors
Community
Capital Bancshares
0000
Xxxxxxxx Xxxxx
Xxxxxx,
XX 00000
|
Exhibit
10.23
| (ii) | If to the Employee, to him at: | ||
13. Assignment.
Neither
party hereto may assign or delegate this Agreement or any of its rights and
obligations hereunder without the written consent of the other party
hereto.
14. Waiver.
A waiver
by the Employer of any breach of this Agreement by the Employee shall not be
effective unless in writing, and no waiver shall operate or be construed as
a
waiver of the same or another breach on a subsequent occasion.
15. Arbitration.
Any
controversy or claim arising out of or relating to this contract, or the breach
thereof, shall be settled by binding arbitration in accordance with the
Commercial Arbitration Rules of the American Arbitration Association. Judgment
upon the award rendered by the arbitrator may be entered only in the State
Court
of Xxxxxxxxx County or the federal court for the Middle District of Georgia.
The
Employer and the Employee agree to share equally the fees and expenses
associated with the arbitration proceedings.
16. Attorneys’
Fees.
In the
event that the parties have complied with this Agreement with respect to
arbitration of disputes and litigation ensues between the parties concerning
the
enforcement of an arbitration award, the Employer shall pay all costs and
expenses in connection with such litigation until such time as a final
determination (excluding any appeals) is made with respect to the litigation.
If
the Employer prevails in such litigation, the Employer shall be entitled to
receive from the Employee all reasonable costs and expenses, including without
limitation attorneys’ fees, incurred by the Employer on behalf of the Employee
in connection with such litigation, and the Employee shall pay such costs and
expenses to the Employer promptly upon demand by the Employer.
17. Applicable
Law.
This
Agreement shall be construed and enforced under and in accordance with the
laws
of the State of Georgia.
18. Interpretation.
Words
importing any gender include all genders. Words importing the singular form
shall include the plural and vice versa. The terms “herein”, “hereunder”,
“hereby”, “hereto”, “hereof” and any similar terms refer to this Agreement. Any
captions, titles or headings preceding the text of any article, section or
subsection herein are solely for convenience of reference and shall not
constitute part of this Agreement or affect its meaning, construction or
effect.
19. Entire
Agreement.
This
Agreement embodies the entire and final agreement of the parties on the subject
matter stated in the Agreement. No amendment or modification of this Agreement
shall be valid or biding upon the Employer or the Employee unless made in
writing and signed by both parties. All prior understandings and agreements
relating to the subject matter of this Agreement are hereby expressly
terminated.
Exhibit
10.23
20. Rights
of Third Parties.
Nothing
herein expressed is intended to or shall be construed to confer upon or give
to
any person, firm or other entity, other than the parties hereto and their
permitted assigns, any rights or remedies under or by reason of this
Agreement.
21. Survival.
The
obligations of the Employee pursuant to Sections 5, 6, 7, 8 and 9 shall survive
the termination of the employment of the Employee hereunder for the period
designated under each of those respective sections.
22. Joint
and Several.
The
obligations of the Bank and the Company to Employee hereunder shall be joint
and
several.
IN
WITNESS WHEREOF,
the
Employer and the Employee have executed and delivered this Agreement as of
the
date first shown above.
|
THE
BANK:
ALBANY
BANK & TRUST,
NATIONAL
ASSOCIATION
|
||
| |
|
|
| By: | /s/ Xxxxxxx X. Xxxxx, III | |
|
Print
Name: Xxxxxxx X. Xxxxx, III
Title:
Chairman
|
||
|
THE
COMPANY:
COMMUNITY
CAPITAL BANCSHARES, INC.
|
||
| |
|
|
| By: | /s/ Xxxxxxx X. Xxxxx, III | |
|
Print
Name: Xxxxxxx X. Xxxxx, III
Title:
Chairman
|
||
| |
|
THE
EMPLOYEE:
|
| /s/ Xxxx. X. Xxxx, Xx. | ||
|
XXXX
X. XXXX, XX.
|
||
