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EXHIBIT 10.1
EMPLOYMENT AGREEMENT BETWEEN
JACKSONVILLE BANCORP, INC. AND XXXXXX X. XXXXXX
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EMPLOYMENT AGREEMENT
BY AND AMONG
JACKSONVILLE BANCORP, INC.
AND
JACKSONVILLE BANK (IN ORGANIZATION)
AND
XXXXXX X. XXXXXX
THIS EMPLOYMENT AGREEMENT ("Agreement") is being entered into this 27th
day of February, 1998, by and among Jacksonville Bancorp, Inc., a Florida
Corporation ("Bancorp"), Jacksonville Bank, In Organization ("Bank"), and Xxxxxx
X. Xxxxxx ("Employee"). Bancorp and The Bank are collectively referred to herein
as the "Company" and the Company and Employee are collectively referred to
herein as the "Parties".
R E C I T A L S
WHEREAS, the Company wishes to retain Employee as its President and
Chief Executive Officer to perform the duties and responsibilities as are
described in this Agreement and as the Company's Boards of Directors ("Board")
may assign to Employee from time to time; and
WHEREAS, Employee desires to be employed by the Company and to serve as
the President and Chief Executive Officer in accordance with the terms and
provisions of this Agreement.
NOW, THEREFORE, in consideration of the mutual agreements contained
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Parties hereto represent, warrant, undertake,
covenant and agree as follows:
ARTICLE I.
TERM OF EMPLOYMENT
Bancorp shall employ Employee and Employee shall be employed pursuant
to the terms of this Agreement to perform the services specified in Section 2
herein. The term of employment shall be for three years, commencing on January
1, 1998 (the "Effective Date"), and terminating on December 31, 2001, unless
extended or terminated pursuant to the provisions set forth herein. The Board of
Directors of Bancorp shall review this Agreement and the Employee's performance
hereunder on or before December 31, 1998, and annually thereafter, in order to
determine whether to extend the Agreement for a one-year period. The decision to
extend the term of this Agreement for an additional year is within the sole
discretion of the Board.
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ARTICLE II.
POSITION, RESPONSIBILITIES AND DUTIES
During the term of this Agreement, Employee shall serve in the
following capacities and shall fulfill the following responsibilities and
duties:
SECTION 2.1. BANCORP. Employee shall serve as President and Chief
Executive Officer of Bancorp, subject to selection by the Board. In such
capacity, Employee shall provide leadership, direction and guidance of Bancorp's
activities to assure short and long-range profitability. Initially, Employee
shall work diligently in the formation of the Jacksonville Bank, a new
state-chartered commercial bank to be located in Jacksonville, Florida.
SECTION 2.2. BANK. Employee shall also serve as the Bank's President
and Chief Executive Officer when the Bank commences operations, subject to
selection by the Board. In such capacity, Employee shall have the same powers,
duties and responsibilities of supervision and management of the Bank usually
accorded to the President and Chief Executive Officer of similar financial
institutions. In addition, Employee shall use his best efforts to perform the
duties and responsibilities enumerated in this Agreement and any other duties
assigned to Employee by the Board and to utilize and develop contacts and
customers to enhance the business of the Bank. Specifically, Employee shall
devote his full business time and attention and use his best efforts to
accomplish and fulfill the following duties and responsibilities, as well as
other duties assigned to Employee from time to time by the Board:
(i) manage all personnel of the Bank;
(ii) serve as a member of the Board of Directors (if and when
elected to such a position);
(iii) serve on such committees of the Board as appointed to from
time to time;
(iv) keep the Board informed of important developments concerning
the Bank, industry developments and regulatory initiatives
affecting the Bank;
(v) maintain adequate expense records relating to Employee's
activities on the Bank's behalf;
(vi) establish and implement marketing efforts to increase the
business of the Bank;
(vii) supervise all loans and assist in their proper servicing and
resolution;
(viii) improve the profitability of the Bank in accordance with the
Annual Business Plan as prepared by management and adopted by
the Board; and
(ix) coordinate with the Bank's attorneys and accountants and other
service providers to the extent necessary to further the
business of the Bank, keeping in compliance with government
laws and regulations and otherwise keeping the Bank in as good
a financial and legal posture as possible.
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SECTION 2.3. POLICIES AND MANUAL. Employee agrees to comply with the
policies and procedures that are adopted by the Company and implemented from
time to time as described in the Employee Manual, including any policies
relating to a "drug free work place". In that regard Employee agrees to submit
to the same testing procedures, if any, which apply to all employees of the
Company. Employee has read and understands the contents of the Employee Manual
and acknowledges that the Employee Manual may be modified, amended, supplemented
and updated from time to time as may be deemed appropriate.
ARTICLE III.
COMPENSATION
During the term of this Agreement, Employee shall be compensated as
follows:
SECTION 3.1. BASE SALARY. Until the Bank commences operations, Employee
shall be compensated by Bancorp. Employee shall receive an annual salary of
Ninety-Five Thousand Dollars ($95,000) (the "Base Salary") in bimonthly
installments, in accordance with standard payroll practices, reduced
appropriately by deductions for federal income withholding taxes, social
security taxes and other deductions required by applicable laws. Such Base
Salary shall be reviewed annually by the Board of Directors.
SECTION 3.2. ADDITIONAL COMPENSATION. Upon completion of the Bank's
first full-quarter of operation, Employee shall be entitled to a fixed
performance bonus ("Performance Bonus") equal to 3% of the Company's quarterly
consolidated net income before taxes (excluding extraordinary gains or losses)
and without consideration of the Performance Bonus computed in accordance with
generally accepted accounting principles. The Performance Bonus amount shall be
determined at the close of each calendar quarter and shall be paid to the
Employee within 45 days of each quarter end. In addition, Employee may be
granted an annual incentive bonus which is solely at the discretion of the
Board. Aggregate Performance Bonuses in any one calendar year shall not exceed
the amount of Employee's Base Salary for such calendar year.
SECTION 3.3. OTHER BENEFIT PLANS. During the term of this Agreement,
the Employee will be entitled to participate in and receive the benefits of any
profit-sharing plans, 401(k) plans, deferred compensation plans, or other plans,
benefits and privileges given to employees and executives of the Company which
are currently in effect at the execution of this Agreement or which may come
into existence thereafter to the extent the Employee is otherwise eligible and
qualifies to so participate in and receive such benefits or privileges. Nothing
paid to the Employee under any plan or arrangement presently in effect or made
available in the future shall be deemed to be in lieu of the Base Salary payable
to the Employee pursuant to Section 3.1. herein.
SECTION 3.4. INCENTIVE STOCK OPTIONS. The Company will designate
Employee as a key employee eligible for the grant of incentive stock options
under the Jacksonville Bancorp, Inc. 1997 Stock Option Plan (the "Stock Option
Plan"). In that connection, the Company will grant to Employee under the terms
of the Stock Option Plan, an option to acquire up to 50,000 shares of Bancorp
common stock, over a ten-year period. The grant of the stock options shall be
made strictly in accordance with the terms of the Stock Option Plan and in
accordance with the Company's standard form of Stock Option Agreement. The
options will contain an exercise price of $9.00 per
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share and will vest 20% per year beginning with the year of grant. As part of
the consideration for the Stock Options, Employee agrees that for a period of
one year following any event of termination defined herein, Employee will not
accept employment with any existing or proposed business organization which then
competes or intends to compete with the Company in any Florida County where the
Bank has a full service branch office.
SECTION 3.5. VACATION. During the first full-two years of the Bank's
operation, Employee shall be entitled to three weeks paid vacation per year.
Thereafter, Employee shall be entitled to four weeks paid vacation. The vacation
time is non-cumulative and cannot be taken in increments of more than two weeks.
ARTICLE IV.
MEDICAL, LIFE & DISABILITY COVERAGES
SECTION 4.1. MEDICAL BENEFITS. Employee is entitled to participate in
all medical and health care benefit plans through health insurance, corporate
funds, medical reimbursement plans or other plans, if any, provided by the Bank
for its employees.
SECTION 4.2. DISABILITY/ILLNESS. Employee shall be paid his full Base
Salary for any period of his illness or incapacity: provided that such illness
or incapacity does not render Employee unable to perform his duties under this
Agreement for a period longer than three consecutive months. At the end of such
three-month period, the Bank may terminate Employee's employment and this
Agreement. If the Bank terminates this Agreement due to Employee's disability,
the Bank shall pay to Employee, as a disability payment, an amount equal to 100%
of Employee's monthly Base Salary for the first three months and 70% thereafter
for the remainder of the term of this Agreement. The disability payment shall be
payable in accordance with the Bank's standard payroll practices, commencing on
the effective date of Employee's termination for the disability and ending on
the earlier of: (i) the date Employee returns to full time employment in his
capacity as the Bank's President; (ii) Employee's full time employment by
another financial institution; or (iii) the date of Employee's death.
The Company may satisfy its obligations under this Section, at its
option, through the purchase of disability insurance. The provisions of such
policy will control the amounts paid to Employee.
SECTION 4.3. CONTINUATION OF COVERAGES. During any period of illness or
disability, the Bank will continue any other life, health and disability
coverages for Employee substantially identical to the coverages maintained prior
to Employee's termination for disability. Such coverages shall cease upon the
earlier of: (i) Employee's full time employment by another financial
institution; (ii) one year after the date of such termination (with the
exception of disability insurance coverage); or (iii) the date of Employee's
death.
SECTION 4.4. DEATH DURING EMPLOYMENT. In the event of Employee's death
during the term of this Agreement, the Company's obligation to Employee shall be
limited to the portion of Employee's compensation which would be payable up to
the first working day of the first month
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after Employee's death, except that any compensation payable to Employee under
any benefit plan maintained by the Company will be paid pursuant to its terms.
ARTICLE V.
EXPENSES
SECTION 5.1. GENERAL. Employee is authorized to incur reasonable
expenses in performing his duties. The Company will reimburse Employee for
authorized expenses, according to the Company's established policies, promptly
after Employee's presentation of an itemized account of such expenditures.
SECTION 5.2. AUTOMOBILE. The Bank will provide Employee with an
automobile for transportation and use during Employee's term of employment.
SECTION 5.3. CLUB AND ORGANIZATION MEMBERSHIPS. The Bank will pay an
annual membership fee for the Employee to be a member at a business club and a
country club located in Jacksonville, Florida, as approved by the Board of
Directors. Employee shall comply with all applicable federal income tax laws and
regulations governing Employee's personal use of these memberships. The Bank
will also pay Employee's membership costs in other clubs or organizations when
such membership will benefit the Bank as determined in advance by the Board of
Directors. Employee shall maintain records of both business and personal use of
such facilities and shall submit those records to the Bank monthly.
ARTICLE VI.
TERMINATION
SECTION 6.1. FAILURE OF BANK TO COMMENCE OPERATIONS. In the event the
Bank fails to commence operations for any reason on or before December 31, 1998,
this Agreement may be terminated by Bancorp upon 30 days written notice to
Employee.
SECTION 6.2. ILLNESS, INCAPACITY OR DEATH. This Agreement shall
terminate upon Employee's illness, incapacity or death in accordance with the
provisions of Article IV herein.
SECTION 6.3. TERMINATION FOR JUST CAUSE. The Company shall have the
right, at any time, upon prior written notice of termination satisfying the
requirements of Article VII herein, to terminate the Employee's employment
hereunder, including termination for just cause. For the purpose of this
Agreement, termination for just cause shall mean any of the following acts
committed by Employee:
(i) Personal dishonesty;
(ii) Incompetence;
(iii) A pattern of socially unacceptable behavior;
(iv) Willful misconduct;
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(v) Breach of fiduciary duty involving personal profit;
(vi) Intentional failure to perform stated duties;
(vii) Willful violation of any law, rule or regulation (other than
traffic violations or similar offenses) or any final
cease-and-desist order; or
(viii) Material breach of any provision of this Agreement.
For purposes of this Section, no act, or failure to act, on the
Employee's part shall be considered "willful" unless done, or omitted to be
done, by him not in good faith and without reasonable belief that his action or
omission was in the best interest of the Company; provided that any act or
omission to act by the Employee in reasonable reliance upon an opinion of
counsel to the Company shall not be deemed to be willful. In the event Employee
is terminated for just cause, Employee shall have no right to compensation or
other benefits for any period after such date of termination.
SECTION 6.4. EFFECTIVE DATE OF TERMINATION. The termination of this
Agreement and Employee's employment shall be effective upon the delivery to
Employee of written notice or at such later time as may be specified in such
notice, and Employee shall immediately vacate the Bank premises on or before
such effective date.
SECTION 6.5. INVOLUNTARY TERMINATION. If the Employee is terminated by
the Company, other than for just cause. Employee's right to compensation and
other benefits under this Agreement shall be as set forth in Sections 6.8(i) and
6.9 herein. In the event the Employee is terminated in connection with a change
in control of the Company, Employee's right to compensation and other benefits
under this Agreement shall be as set forth in Sections 6.8(ii) and 6.9 herein.
SECTION 6.6. TERMINATION FOR GOOD REASON. Employee may terminate his
employment hereunder for good reason by giving written notice to the Board of
Directors or the Chairman thereof. For purposes of this Agreement, "good reason"
shall mean (i) a failure by the Company to comply with any material provision of
this Agreement, which failure has not been cured within 15 days after a notice
of such noncompliance has been given by the Employee to Bancorp or the Company;
or (ii) subsequent to a change in control as defined in Section 6.7 herein and
without the Employee's express written consent, any of the following shall
occur: the assignment to the Employee of any duties inconsistent with the
Employee's positions, duties, responsibilities and status with Bancorp and the
Bank immediately prior to a change in control; a change in the Employee's
reporting responsibilities, titles or offices as in effect immediately prior to
a change in control of Bancorp or the Bank; any removal of the Employee from, or
any failure to re-elect the Employee to, any of such positions, except in
connection with a termination of employment for just cause, disability, death,
or removal pursuant to Sections 6.3 or 6.2 herein; a reduction in the Employee's
annual salary as in effect immediately prior to a change in control; the failure
of the Bank to continue in effect any bonus, benefit or compensation plan, life
insurance plan, health and accident plan or disability plan in which the
Employee is participating at the time of a change in control of Bancorp or the
Bank, or the taking of any action by Bancorp or the Bank which would adversely
affect the Employee's participation in or materially reduce the Employee's
benefits under
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any of such plans, or the transfer of the Employee to any location outside of
Xxxxx County, Florida or the assignment of substantial duties to the Employee to
be completed outside Xxxxx County, Florida.
SECTION 6.7. CHANGE IN CONTROL. For purposes of this Agreement, a
"change in control" shall mean a change in ownership of stock in Bancorp or the
Bank whereby a person:
(i) Acquires more than 25% of any class of voting stock of Bancorp
or the Bank through direct or indirect ownership or proxy; or
(ii) Controls in any manner the election of a majority of the
directors of the Company.
SECTION 6.8. SEVERANCE PAYMENT.
(i) If the Employee shall terminate his employment for good reason
as defined in Section 6.6 herein, or if the Employee is
terminated by the Company for other than just cause as defined
in Section 6.3 herein, then in lieu of any further salary
payments to the Employee for periods subsequent to the date of
termination, Employee shall be paid, as severance, an amount
which would equal Employee's total annual compensation for the
remainder of the term of the Agreement, plus any Performance
Bonus or other incentive compensation which Employee would
have been entitled to hereunder;
(ii) In the event Employee's employment is terminated as a result
of a change in control of Bancorp or the Bank, Employee shall
be entitled to a severance payment equal to two times
Employee's Base Salary as of the date of termination, plus any
Performance Bonus or other incentive compensation which
Employee would have been entitled to hereunder. The Agreement
Not to Compete, Section 9.3. herein shall be limited to six
months in the event of a termination as a result of a change
in control; and
(iii) Any payment under Section 6.8(i) and 6.8(ii) shall be made in
substantially equal semi-monthly installments on the fifteenth
and last days of each month until paid in full.
SECTION 6.9. ADDITIONAL SEVERANCE BENEFITS. Unless Employee is
terminated for just cause pursuant to Section 6.3 herein or because of illness,
incapacity or death pursuant to Section 6.2 herein, the Company shall maintain
in full force and effect, for the continued benefit of the Employee for the
remaining term of this Agreement, or one year (whichever is longer), all
employee benefit plans and programs in which the Employee was entitled to
participate immediately prior to the date of termination; provided, however,
that the Employee's continued participation is possible under the general terms
and provisions of such plans and programs. Further, the Company shall pay for
the same or similar benefits if such benefits are available to the employee on
an individual or group basis as a result of contractual or statutory provisions
requiring or permitting such availability including, but not limited to, health
insurance covered under COBRA.
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SECTION 6.10. MITIGATION. Employee shall not be required to mitigate
the amount of any payment provided for in Sections 6.8(i) and 6.8(ii) of this
Agreement by seeking other employment.
ARTICLE VII.
SUSPENSION/TERMINATION PURSUANT TO REGULATOR ACTION
SECTION 7.1. SUSPENSION. If the Employee is suspended from office
and/or temporarily prohibited from participating in the conduct of the Bank's
affairs pursuant to actions taken by the Florida Department of Banking and
Finance ("DOBF") or by notice served under Section 8(e)(3) or Section 8(g)(1) of
the Federal Deposit Insurance Act ("FDIA") (12 U.S.C. Section 1818[e][3] and
Section 1818[g][1]), the Bank's obligations under this Agreement shall be
suspended as of the date of service, unless stayed by appropriate proceedings.
If the charges in the notice are dismissed, the Bank may, in its discretion: (i)
pay the Employee all or part of the compensation withheld while its obligations
under this Agreement were suspended, and (ii) reinstate (in whole or in part)
any of its obligations which were suspended.
SECTION 7.2. PERMANENT PROHIBITION. If the Employee is removed from
office and/or permanently prohibited from participating in the conduct of
Bancorp and the Bank's affairs by an order issued by the DOBF or by an order
issued under Section 8(e)(4) or Section 8(g)(1) of the FDIA (12 U.S.C. Sections
1818[e](4] and [g][1]), all obligations of Bancorp and the Bank under this
Agreement shall terminate as of the effective date of the order, but vested
rights of the Employee as of the date of termination shall not be affected.
SECTION 7.3. DEFAULT UNDER FDIA. If the Bank is in default, as defined
in Section 3(x)(1) of the FDIA (12 U.S.C. Section 1813[x][1]) to mean an
adjudication or other official determination by any court of competent
jurisdiction, the appropriate federal banking agency or other public authority
pursuant to which a conservator, receiver or other legal custodian is appointed
for the Bank, all obligations under this Agreement shall terminate as of the
date of default, but vested rights of the Employee and the Bank as of the date
of termination shall not be affected.
SECTION 7.4. GOLDEN PARACHUTE: Any payments made to the Employee
pursuant to this Agreement, or otherwise, are subject to and conditioned upon
their compliance with 12 U.S.C. Section 1828(k) and any regulations promulgated
thereunder.
ARTICLE VIII.
NOTICES
SECTION 8.1. GENERAL. Employee shall have the right, upon prior written
notice of termination of not less than 30 days, to terminate his employment
hereunder. In such event, Employee shall have no right after the date of
termination to compensation or other benefits as provided in this Agreement,
unless such termination is for "good reason", as defined in Section 6.6 herein.
If the Employee provides a notice of termination for good reason, the date of
termination shall be the date on which the notice of termination is given.
SECTION 8.2. SPECIFICITY. Any termination of the Employee's employment
by the Company or by Employee shall be communicated by written notice of
termination to the other party hereto.
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For purposes of this Agreement, a "notice of termination" shall mean a dated
notice which shall: (i) indicate the specific termination provision in the
Agreement relied upon; (ii) set forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of Employee's
employment under the provision so indicated; and (iii) set forth the date of
termination, which shall be not less than 30 days nor more than 45 days after
such notice of termination is given, except in the case of termination of the
Employee's employment for just cause, in which case date of termination shall be
the date such notice of termination is given.
SECTION 8.3. DELIVERY OF NOTICES. All notices given or required to be
given herein shall be in writing, sent by United States first-class certified or
registered mail, postage prepaid, by way of overnight carrier or by hand
delivery. If to the Employee (or to the Employee's spouse or estate upon the
Employee's death) notice shall be sent to Employee's last-known address, and if
to Employer, notice shall be sent to the Chairman of the Board or the Vice
Chairman at the main office of Bancorp. All such notices shall be effective when
deposited in the mail if sent via first-class certified or registered mail, or
upon delivery if by hand delivery or sent via overnight carrier. The Parties, by
notice in writing, may change or designate the place for receipt of all such
notices.
ARTICLE IX.
COMPETITIVE ACTIVITIES
SECTION 9.1. LIMITATION ON OUTSIDE ACTIVITIES. Employee agrees that
during the term of this Agreement, except with the express consent of the
Company's Board(s), Employee will not, directly or indirectly, engage or
participate in, become a director of, or render advisory or other services for,
or in connection with, or become interested in, or make any financial investment
in any firm, corporation, business entity or business enterprise competitive
with or to any business of the Company; provided, however, that Employee shall
not be precluded or prohibited from owning passive investments, including
investments in the securities of other financial institutions, so long as such
ownership does not require Employee to devote other than minimal time to
management or control of the business or activities in which Employee has
invested.
SECTION 9.2. MAINTENANCE OF TRADE SECRETS AND CONFIDENTIAL INFORMATION.
Employee shall use his best efforts and utmost diligence to guard and protect
all of the Company's trade secrets and confidential information. Employee shall
not, either during the term or after termination of this Agreement, for whatever
reason, use, in any capacity, or divulge or disclose in any manner, to any
Person, the identity of the Company's customers, or its customer lists, methods
of operation, marketing and promotional methods, processes, techniques, systems,
formulas, programs or other trade secrets or confidential information relating
to the Company's business. Upon termination of this Agreement or Employee's
employment, for any reason, Employee shall immediately return and deliver to the
Company all records and papers and all matters of whatever nature which bear
trade secrets or confidential information relating to the Company.
SECTION 9.3. AGREEMENT NOT TO COMPETE. Employee acknowledges that by
virtue of his employment with the Company, Employee will acquire an intimate
knowledge of the activities and affairs of the Company, including trade secrets
and other confidential matters. Employee, therefore, agrees that during the term
of this Agreement, and for a period of one year following the termination of
Employee's employment hereunder, Employee shall not become employed, directly or
indirectly,
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whether as an employee, independent contractor, consultant, or otherwise, in the
financial services industry with any business enterprise or business entity, or
person who competes or intends to compete directly or indirectly with any office
of the Company located in Xxxxx County, Florida, or in any other Florida County
where the Bank may have a full service branch office. Employee hereby agrees
that the duration of the anticompetitive covenant set forth herein is
reasonable, and its geographic scope is not unduly restrictive.
ARTICLE X.
REMEDIES FOR BREACH
SECTION 10.1. ARBITRATION. The Parties agree that, except for the
specific remedies for injunctive relief and other equitable relief contained in
Sections 10.2 and 10.3 herein, any controversy or claim arising out of or
relating to this Agreement or any breach thereof, including, without limitation,
any claim that this Agreement or any portion thereof is invalid, illegal or
otherwise voidable, shall be submitted to binding arbitration before and in
accordance with the rules of the American Arbitration Association and judgment
upon the determination and/or award of such arbitrator may be entered in any
court having jurisdiction thereof; provided, however, that this clause shall not
be construed to permit the award of punitive damages to either party. The
prevailing party to said arbitration shall be entitled to an award of reasonable
attorney's fees. The venue of arbitration shall be in Xxxxx County, Florida.
SECTION 10.2. INJUNCTIVE RELIEF. The Parties acknowledge and agree that
the services to be performed by Employee are special and unique and that money
damages cannot fully compensate the Company in the event of Employee's violation
of the provisions of Article IX of this Agreement. Thus, in the event of a
breach of any of the provisions of Article IX, Employee agrees that the Company,
upon application to a court of competent jurisdiction, shall be entitled to an
injunction restraining Employee from any further breach of the terms and
provision of Article IX. Should the Company prevail in an action seeking an
injunction restraining Employee, Employee shall pay all costs and reasonable
attorneys fees incurred by the Company in and relating to obtaining such
injunction. Such injunctive relief may be obtained without bond and Employee's
sole remedy, in the event of the entry of such injunction, shall be the
dissolution of such injunction. Employee hereby waives any and all claims for
damages by reason of the wrongful issuance of any such injunction.
SECTION 10.3. CUMULATIVE REMEDIES. Notwithstanding any other provision
of this Agreement, the injunctive relief described in Section 10.2 herein and
all other remedies provided for in this Agreement which are available to the
Company as a result of Employee's breach of this Agreement, are in addition to
and shall not limit any and all remedies existing at or in equity which may also
be available to the Company.
SECTION 10.4. GOVERNING LAW/VENUE. This Agreement shall be construed in
accordance with and governed by the laws of the State of Florida. Venue for any
litigation involving the Parties and their rights and obligations hereunder
shall be brought in any appropriate court in Xxxxx County, Florida.
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ARTICLE XI
MISCELLANEOUS
SECTION 11.1. ASSIGNMENT. This Agreement shall inure to the benefit of
and be binding upon the Employee, and to the extent applicable, his heirs,
assigns, executors, and personal representatives, and to the Company, and to the
extent applicable, its successors, and assigns, including, without limitation,
any person, partnership, or corporation which may acquire all or substantially
all of the Company's assets and business, or with or into which the Company may
be consolidated or merged, and this provision shall apply in the event of any
subsequent merger, consolidation, or transfer, unless such merger or
consolidation or subsequent merger or consolidation is a transaction of the type
which would result in termination under Sections 6.5 and 6.6 herein.
SECTION 11.2. AMENDMENT OF AGREEMENT. Unless as otherwise provided
herein, this Agreement may not be modified or amended except in writing signed
by the Parties.
SECTION 11.3. HEADINGS FOR REFERENCE ONLY. The headings of the Articles
and the Sections herein are included solely for convenient reference and shall
not control the meaning of the interpretation of any of the provisions of this
Agreement.
SECTION 11.4. SEVERABILITY. If any of the provisions of this Agreement
shall be held invalid for any reason, the remainder of this Agreement shall not
be affected thereby and shall remain in full force and effect in accordance with
the remainder of its terms.
SECTION 11.5. ENTIRE AGREEMENT. This Agreement and all other documents
incorporated or referred to herein, contain the entire agreement of the Parties
and there are no representations, inducements or other provisions other than
those expressed in writing herein. This Agreement amends, supplants and
supersedes any and all prior agreements between the Parties. No modification,
waiver or discharge of any provision or any breach of this Agreement shall be
effective unless it is in writing signed by both Parties. A Party's waiver of
the other Party's breach of any provision of this Agreement, shall not operate,
or be construed, as a waiver of any subsequent breach of that provision or of
any other provision of this Agreement.
SECTION 11.6. WAIVER. No course of conduct by the Company or Employee
and no delay or omission of the Company or Employee to exercise any right or
power given under this Agreement shall: (i) impair the subsequent exercise of
any right or power; or (ii) be construed to be a waiver of any default or any
acquiescence in or consent to the curing of any default while any other default
shall continue to exist, or be construed to be a waiver of such continuing
default or of any other right or power that shall theretofore have arisen. Any
power and/or remedy granted by law and by this Agreement to any party hereto may
be exercised from time to time, and as often as may be deemed expedient. All
such rights and powers shall be cumulative to the fullest extent permitted by
law.
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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as
of the day and year first written above.
JACKSONVILLE BANCORP, INC. THE JACKSONVILLE BANK, IN ORGANIZATION
By: /s/ By: /s/
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X.X. Xxxxx X.X. Xxxxx
on behalf of the Board of Directors on behalf of the Board of Directors
/s/ /s/
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Witness Witness
EMPLOYEE
/s/
-------------------------------------------
Xxxxxx X. Xxxxxx
/s/
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Witness
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