EXHIBIT 10.2
EMPLOYMENT AGREEMENT
This Agreement is made and entered into this 18th day of April, 1998,
by the between VIRGINIA HEARTLAND BANK, A Virginia Banking Corporation, (herein
referred to as "Bank"), Party of the First Part, and XXXXXX X. XXXXXXX, XX.,
(herein referred to as "Xxxxxxx"), Party of the Second Part.
R E C I T A L
Xxxxxxx is currently President of Bank. Bank has simultaneously with
the execution of this Employment Agreement entered into an Agreement and Plan of
Reorganization and Plan and Agreement of Merger with Second National Financial
Corporation ("SNFC") (herein collectively called "Plan and Agreement"). Bank
desires to continue to employ Xxxxxxx as President of Bank.
Therefore, witnesseth this Agreement: That for and in consideration of
the mutual promises and undertakings and the benefits to ensure to the parties
of this Agreement, they agree as follows:
1. This Agreement shall take effect upon the effective date as defined
in the Plan and Agreement. Until the effective date, this Agreement shall have
no effect.
2. Bank employs Xxxxxxx on the terms and conditions hereafter stated to
perform the duties of President and to perform the duties of President and to
perform the duties of senior Vice President and Secretary of SNFC.
3. The term of the employment shall commence upon the implementation of
the Plan and Agreement as set forth in paragraph 1, and shall continue until
December 31, 2003.
If during the term of Allison's employment Bank terminates his
employment or requests his resignation for any reason without case, Bank shall
nevertheless continue to pay Allison's annual salary for a period of one year
from the date of termination.
For purposes of this Agreement, "cause" shall mean:
(i) Willful misconduct of Xxxxxxx in connection with the
performance of this duties, which Bank believes does, or may
result in, material harm to Bank.
(ii) Misappropriation of funds or property by Bank by
Xxxxxxx.
(iii) Dishonesty.
(iv) Failure of Xxxxxxx to perform on a full time basis
the duties and responsibilities required by his job (other
than by reason of disability), or
(v) The conviction of Xxxxxxx of a felony or misdemeanor
involving moral turpitude.
4. Bank shall pay Xxxxxxx an annual salary as President of One Hundred
Thousand Dollars ($100,000.00) payable in such increments as Bank shall decide.
Xxxxxxx shall be eligible for annual salary review and adjustment.
5. If Xxxxxxx dies during his employment with Bank, Bank shall pay to
Allison's designated beneficiary, or in the absence thereof to Allison's estate,
the sum of Sixty Thousand Dollars ($60,000.00) annually until the date Xxxxxxx
would have been age sixty five (65) and thereafter Twenty Thousand Dollars
($20,000.00) annually for fifteen (15) years after the date Xxxxxxx would have
been age sixty five (65). This death benefit shall be offset by the actuarial
value of the qualified and nonqualified retirement plan benefits provided to or
with respect to Xxxxxxx as provided in paragraph 6, hereof.
6. If Xxxxxxx remains in the employment of Bank until age sixty-five
(65), Bank shall pay him upon his retirement Forty Five Thousand Dollars
($45,000.00) per year for fifteen (15) years. This retirement benefit shall
vest, both retroactively and actively, as follows:
June 28, 1997 30%
June 28, 1998 40%
June 28, 1999 50%
June 28, 2000 60%
June 28, 2001 70%
June 28, 2002 80%
June 28, 2003 90%
October 1, 2003 100%
If Xxxxxxx should die after retirement, but before payments have been
made for fifteen (15) years, then the balance of the payments due shall be made
to Allison's designated beneficiary or in the absence of such designation, to
his estate. This retirement benefit shall be reduced by the actual value
determined in such manner as the Bank shall deem appropriate, but with the
interest assumption of 7.5% of all qualified retirement plan benefits and all
other non-qualified retirement plan benefits payable to Xxxxxxx or his
beneficiaries under plans maintained by the Bank, SNFC or any affiliates
thereof.
7. Xxxxxxx shall be eligible for continued participation in all Bank
benefits currently existing and those approved after the effective date of the
Plan and Agreement.
8. In the event Xxxxxxx voluntarily terminates his employment prior to
the expiration of his term of employment, he shall not directly or indirectly
become affiliated as consultant, employee, agent, member of Board of Directors
or member of advisory Board of Directors for any financial institution with
offices located within the Commonwealth of Virginia. This covenant not to
compete shall continue for a period two (2) years from the date Allison's
affiliation with Bank terminates.
9. If any provision of this Agreement or part hereof is determined to
be unenforceable for any reason whatsoever, it shall be severable form the
remainder of this Agreement and shall not invalidate or affect the other
provision of this Agreement.
10. This Agreement shall be governed by and construed in accordance
with the laws of the Commonwealth of Virginia.
11. This Agreement may not be varied, altered, modified for in any
way amended, except by an instrument in writing executed by the parties hereto
or their legal representatives.
12. This Agreement shall be binding upon Xxxxxxx and on the Bank, its
successors and assigns, effective on the date set forth in paragraph number 1,
hereof. Bank will require any successor to all or substantially all of the
business and or assets of Bank to assume expressly and agree to perform this
Agreement in the same manner and to same extent that Bank would be required to
perform if no such succession had taken place.
13. This Agreement constitutes the entire Agreement of the parties with
respect to the matters addressed herein and it supersedes all other Agreements
and understandings, both written and oral, express of implied, with respect to
the subject matter of the Agreement.
Witness the following signatures and seals.
VIRGINIA HEARTLAND BANK
A Virginia Corporation
By Xxxxxx X. Xxxxxxxx, Xx. (SEAL)
Secretary
XXXXXX X. XXXXXXX, XX. (SEAL)
