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EXHIBIT 10.2
EMPLOYMENT AGREEMENT
Agreement made this 24th day of March 1994, by and between PARK
MERIDIAN BANK, a banking association chartered and existing under the laws of
the State of North Carolina having its principal place of business in Charlotte,
North Carolina (the "Bank"); and Xxxxx X. Xxxxxxx, III ("Employee"), a resident
of Mecklenburg, North Carolina.
WITNESSETH
In consideration of the mutual covenants expressed herein, the parties
agree for themselves, their heirs, successors and assign, as follows.
1. EMPLOYMENT. The bank hereby employs Employee, and Employee hereby
accepts employment, upon terms and conditions as set forth in this Agreement and
as established by general Bank policy, including policies set forth in the
Bank's personnel handbook and other policy manuals, which Employee acknowledges
that he has read and understands.
2. TERM. This Agreement and the employment hereunder shall continue for a
term of two (2) years from the date hereof unless terminated sooner pursuant to
the terms of this Agreement. After the initial two year term, this agreement
shall automatically extend for successive one year terms unless either party
notifies the other of its intension not to renew this Agreement by written
notice delivered to the other party thirty (30) days prior to the expiration of
the initial term or any renewal term.
3. TERMINATION. The Agreement may be terminated by the Bank, without
advance notice to Employee, for cause, including (i) the commission of a
wrongful act or acts by Employee that have or could have an adverse effect on
the business, operations, financial condition or reputation of the Bank, or (ii)
the failure of Employee to perform diligently the duties required of him under
this Agreement. Employee's employment under this Agreement may be terminated by
the Bank at any time for any reason and without cause. In the event that
Employee's employment hereunder is terminated by the Bank other than for a
reason set forth in the first sentence of this paragraph 3, the Bank shall, for
the remainder of the current term of this Agreement, pay the Employee his salary
under this Agreement less any compensation earned by the Employee during such
period for employment with any person; provided, however, that Employee shall be
obligated during such period to in good faith actively seek employment (not in
contravention of paragraph 8 hereof ) at a salary comparable to the salary that
had been paid to Employee by the Bank. Employee may terminate this Agreement at
any time.
4. COMPENSATION. (a) As compensation for all services rendered by Employee
pursuant this Agreement, the Bank shall pay Employee an annual salary of Eighty
Thousand Dollars ($80,000.00), payable in accordance with the Bank's general
payroll policies then in effect. The Employee's salary shall be subject to
increase upon annual reviews of the Employee's performance.
(b) Employee shall be eligible for annual bonus compensation as
determined by the Bank's Board of Directors in its sole and absolute discretion.
(c) As incentive compensation, subject to the approval by the
shareholders of the Bank and the North Carolina Banking Commission, in the
manner contemplated under Chapter 53 of the North Carolina General Statutes, of
the Park Meridian Bank Employee Stock Option Plan ("the Plan"), the Bank intends
to grant Employee non-transferable options to purchase 10,000 shares of the
Common Stock of the Bank at the exercise price per share of the greater of
$11.00 or the fair market value of a share of Common Stock on the date of the
grant. Such options are to become exercisable at a rate of 2,000 shares per year
over a five-year period. In addition, such options would terminate in the manner
set forth in the Plan in the event the Employee's employment with the Bank is
terminated. The Bank shall not be obligated to award any options hereunder if
the Plan is not approved in the manner required by law.
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5. BENEFITS AND PERQUISITES. During his term of employment hereunder,
Employee shall be entitled to vacation and other fringe benefits in accordance
with the bank's general policy. In addition, during the term of the Employee's
employment hereunder, the Bank shall provide the Employee a monthly car
allowance of Two Hundred Dollars ($250.00) and shall pay the Employee's
membership dues to the Charlotte Country Club.
6. DUTIES. Employee shall perform such duties as are from time to time
assigned to him by the Board of Directors or the President of the Bank, which
shall initially include _________________________, to be developed and managed
in accordance with the Bank's overall objectives, policies, principles and
practices.
7. EXTENT OF SERVICE. Employee shall devote his entire time, attention and
energies to the business of the Bank and shall not during the term of this
Agreement and the employment hereunder engage in any other business activity,
whether such business activity is pursued for gain, profit or other pecuniary
advantage, without the prior written approval of the Board of Directors or the
President of the Bank.
8. RESTRICTIVE COVENANTS. (a) In the course of Employee's employment with
the Bank, Employee will be provided with and have access to trade secrets of the
Bank, including, without limitation, knowledge and information involving
customer lists and other confidential information and aspects of the business
operations of the Bank upon which the business success and competitive advantage
of the Bank depend. Employee acknowledges that such information, as well as all
other matters of Bank practices, procedure and policy, are highly confidential.
As part of the consideration provided herein, Employee agrees that he will not
use, divulge, publish or otherwise reveal, either directly or through another,
to any person, firm or organization during the term of this Agreement or for a
period of one (1) year after termination or expiration thereof, any such
knowledge or information and shall retain such information in trust in a
fiduciary capacity for the sole benefit of the Bank, its successors and assigns.
Upon expiration or termination of this Agreement, Employee agrees to return to
the bank all documents (both originals and copies), including without
limitation, customer lists, books and records, form agreements, manuals, and
other information that come into his possession during, by virtue of and in the
course of his employment and which are in any way connected with or related to
the Bank's business.
(b) Based upon Employee's acknowledgment of the confidential nature and
unique value of the Bank of the knowledge and information hereinabove referred
to, and for the valuable consideration provided herein, Employee agrees (i) that
during the term of this Agreement and for so long as the Bank continues to make
payments to Employee pursuant to paragraph 3 hereof, Employee will not, without
the prior written consent of the Bank, directly or indirectly, either as
principal, agent, manager, employee, owner (if the percentage of ownership
exceeds one percent (1%) of the net worth of business), partner (general or
limited), director or officer, consultant or in any other capacity participate
in any business in competition with the Bank of Mecklenburg County, North
Carolina and (ii) if Employee terminates his employment with the Bank and the
Bank has fully complied with this Agreement, or if Employee is terminated for
cause by the bank due to his commission of a wrongful act or acts which have, or
could have, an adverse effect on the business, operations, financial condition,
or reputation of the Bank, then for a period of one year following the
termination of Employee's termination of Employee's employment with the Bank,
Employee shall not solicit business, in competition with the Bank, from any
customer or potential customer contacted by Employee during the term of his
employment with the Bank. Employee further acknowledges that the actual,
intended or reasonably contemplated business activities and operations of the
Bank presently encompass Mecklenburg County and that the restrictive covenants
contained in this paragraph are fair and reasonable as applied to Employee
within Mecklenburg County, and accurately reflect Employee's intention to be
bound thereby.
(c) The provisions of this paragraph 8 shall be specifically
enforceable.
9. NOTICES. Any notice required or permitted to be given under this
Agreement shall be sufficient if in writing, and if delivered personally or
served by certified or registered mail, return receipt requested, to the
addresses listed below:
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Bank's Address Park Meridian Bank
0000 Xxxxxxxx Xxxxxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Employee's Address Xxxxx X. Xxxxxxx, III
0000 Xxxxxxxxxx Xxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
10. WAIVER OF BREACH. The waiver by the Bank of a breach of any
provision of this Agreement by Employee shall not operate or be construed as a
waiver of any subsequent breach by Employee.
11. NO PROHIBITION. Employee hereby represents to the Bank that he is not
prohibited by the terms of any agreement or otherwise from performing services
for the Bank as contemplated herein and has delivered to the Bank an opinion of
counsel addressed to the Bank on such matter. Employee agrees to indemnify the
Bank, its officers, directors and employees, from any and all costs, including
reasonable legal expenses, losses, damages or injuries incurred by the Bank
arising in connection with the Bank's employing Employee as set forth herein.
12. WRITTEN AGREEMENT. The terms of agreement incorporated in this
writing may not be changed orally, but only by an agreement in writing signed by
the parties against whom enforcement of any waiver, change, modification,
extension or discharge is sought.
13. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of North Carolina.
14. SURVIVAL. Any provision herein that by its nature and effect is to
be observed, performed or kept after the termination of the employment
relationship between the bank and Employee shall survive and be binding upon and
for the benefit of the parties after such termination until fully observed,
performed or kept.
IN WITNESS WHEREOF, the parties hereto have executed this
Employment Agreement as of the day and year first above written.
PARK MERIDIAN BANK
BY: /s/ Xxxxx Xxxxxxxx
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Xxxxx Xxxxxxxx, President
EMPLOYEE:
/s/ Xxxxx X. Xxxxxxx, III (SEAL)
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Xxxxx X. Xxxxxxx, III
