EXHIBIT 10.5.B
EMPLOYMENT AGREEMENT
THIS AGREEMENT is made as of the 1st day of June, 1997, between Carrollton
Federal Bank, FSB (the "Bank"), a federal savings bank chartered by the United
States, and Community First Banking Company (the "Company"), the holding company
of the Bank (the Bank and the Company collectively, the "Employer"), and XXXX X.
XXXXXXXX, a resident of the State of Georgia (the "Employee").
RECITALS:
The Employer desires to employ the Employee as the President and Chief
Executive Officer of the Employer and the Employee desires to accept such
employment.
In consideration of the above premises and the mutual agreements
hereinafter set forth, the parties hereby agree as follows:
1. DEFINITIONS. Whenever used in this Agreement, the following terms and their
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variant forms will have the meaning set forth below:
1.1 "Agreement" means this Agreement and any exhibits incorporated herein
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together with any amendments hereto made in the manner described in this
Agreement.
1.2 "Affiliate" means any business entity which controls the Employer, is
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controlled by or is under common control with the Employer.
1.3 "Area" means the geographic area within a radius of 20 miles of any
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office or facility maintained by the Employer. It is the express intent of the
parties that the Area as defined herein is the area where the Employee performs
or performed services on behalf of the Employer under this Agreement as of, or
within a reasonable time prior to, the termination of the Employee's employment
hereunder.
1.4 "Board" means the board of directors of the Bank.
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1.5 "Business of the Employer" means the business conducted by the Employer,
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which is community banking.
1.6 "Cause" means, any of the following events or conduct preceding a
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termination of employment initiated by the Employer:
(a) any act that constitutes, on the part of the Employee, fraud,
dishonesty, bad faith or a felony toward the Employer;
(b) the conviction of the Employee of a felony or crime involving
moral turpitude;
(c) the Employee's entering into any transaction or contractual
relationship with, or diversion of business opportunity from, the
Employer (other than on behalf of the Employer or with the prior written
consent of the Board); provided, however, that in the case of this Clause
(c), such conduct will not constitute Cause unless the Board delivers to
the Employee notice setting forth (1) the conduct deemed to qualify as
Cause, (2) reasonable remedial action that might remedy such objection,
and (3) a reasonable time (not less than thirty (30) days) within which
the Employee may take such remedial action, and the Employee has not
taken the specified remedial action with the specified reasonable time;
(d) the Employee breaches the covenants contained in Sections 6, 7 or
8 hereof;
(e) conduct by the Employee that results in removal from the
Employee's position as an officer or employee of the Employer pursuant to
a written order by any regulatory agency with authority or jurisdiction
over the Employer; or
(f) immoderate use or addiction to alcohol or any controlled substance
to the visible and perceptive detriment to the performance of the
Employee's duties, responsibilities and representation of the Bank in the
community or the failure of the Employee to act in a moral and upright
manner consistent with generally accepted standards applicable to other
persons in Xxxxxxx County, Georgia, occupying similar positions of
employment; provided, however, that in the case of this Clause (f), such
conduct will not constitute Cause unless the Board delivers to the
Employee notice setting forth (1) the conduct deemed to qualify as Cause,
(2) reasonable remedial action that might remedy such objection, and (3)
a reasonable time (not less than thirty (30) days) within which the
Employee may take such remedial action, and the Employee has not taken
the specified remedial action with the specified reasonable time.
1.7 "Company Information" means Confidential Information and Trade Secrets.
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1.8 "Confidential Information" means data and information relating to the
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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 does 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.
1.9 "Change in Control" means any one of the following events first to occur
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after the completion of the initial public offering of the common stock of the
Company:
(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
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person (or persons) owns, controls or holds with power to vote twenty-five
percent (25%) or more of any class of voting securities of 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(b)(1) or any successor thereto;
(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") 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 will 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 (as such terms are used in Rule 14a-11 of Regulation 14A promulgated
under the Securities Exchange Act of 1934) relating to the election of
directors will be deemed to be an Incumbent Director;
(c) the approval by the stockholders of either the Bank or the Company of
a reorganization, merger or consolidation, with respect to which persons who
were the stockholders of either 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 or the Bank to any third party.
1.10 "Effective Date" means June 1, 1997.
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1.11 "Good Reason" means, any of the following events or conduct preceding a
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termination of employment initiated by the Employee:
(a) a material diminution in the powers, responsibilities or duties of
the Employee hereunder;
(b) the failure of the Board to elect the Employee as the President and
Chief Executive Officer of the Bank and the Company;
(c) a material breach of the terms of this Agreement by the Employer; or
(d) the failure of the Board to nominate the Employee for re-election
following expiration of each of the Employee's terms of service on the Board
that arises during the Term (as defined below).
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provided, however, that no termination of employment which is triggered by any
conduct or event described in this Section 1.11 shall not constitute a
termination of employment for Good Reason unless the Employee has first provided
the Employer with the opportunity to cure the event or conduct by giving the
Employer a written notice describing in sufficient detail the Employee's belief
that a Good Reason exists and the Employee defers resigning until the expiration
of a thirty (30) day cure period, beginning with the date such notice is
received by the Employer.
1.12 "Permanent Disability" means the total inability of the Employee to
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perform the Employee's duties under this Agreement for a period of ninety (90)
consecutive days as certified by a physician chosen by the Employer and
reasonably acceptable to the Employee.
1.13 "Trade Secrets" means information including, but not limited to,
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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.
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2.1 The Employee is employed as the President and Chief Executive Officer of
the Bank and the Company, subject to the direction of the Board or its designee,
must perform and discharge well and faithfully the duties which may be assigned
to him from time to time by the Employer in connection with the conduct of its
business. The duties and responsibilities of the Employee are set forth on
Exhibit A attached hereto.
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2.2 In addition to the duties and responsibilities specifically assigned to
the Employee pursuant to Section 2.1 hereof, the Employee must:
(a) devote substantially all of the Employee's time, energy and skill
during regular business hours to the performance of the duties of the
Employee's 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; and
(c) timely prepare and forward to the Board all reports and accounting as
may be requested of the Employee.
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2.3 Without the approval of the Board, the Employee must devote the
Employee's entire business time, attention and energies to the Business of the
Employer and must not during the term of this Agreement 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 will not be construed as preventing the Employee
from:
(a) investing the Employee's personal assets in businesses which 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 the Employee's participation is solely that of an investor;
(b) purchasing securities in any corporation whose securities are
regularly traded provided that such purchase will 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 approves of such activities prior to the Employee's engaging in
them.
2.4 Directorship. Employee will also be appointed to and serve as a member
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of the Board of Directors of the Bank.
3. TERM AND TERMINATION.
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3.1 Term. The term of this Agreement will initially be set at three (3) years
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and will automatically renew each day after the date hereof so that the term
remains a three (3) year term; provided, however, that the automatic renewals as
set forth above will be terminated by either party giving written notice to the
other party of such termination, in which event the term will end on the third
anniversary of the thirtieth (30th) day following the date the written notice is
received (as so calculated, the "Term").
3.2 Termination. The employment of the Employee under this Agreement may be
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terminated prior to the expiration of the Term only as follows, subject to the
conditions set forth below:
3.2.1 By the Employer:
(a) for Cause at any time, upon written notice to the Employee, in
which event the Employer will have no further obligation to the Employee
except for the payment of any amounts due and owing under Section 4 on
the effective date of the termination; or
(b) without Cause or upon the Permanent Disability of Employee at any
time, provided that the Employer gives the Employee sixty (60) days'
prior written notice of
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its intent to terminate, in which event the Employer will be required to
make the termination payments under Section 3.7.
3.2.2 By the Employee:
(a) for Good Reason at any time, in which event the Employer will be
required to make the termination payments under Section 3.7; or
(b) without Good Reason or upon the Permanent Disability of the
Employee, provided that the Employee gives the Employer sixty (60) days'
prior written notice of the Employee's intent to terminate, in which
event the Employer will have no further obligation to the Employee except
future payment of any amounts due and owing under Section 4 on the
effective date of the termination.
3.2.3 By the Employee within six (6) months following a Change in
Control; provided that the Employee gives at least thirty (30) days' prior
written notice to the Employer of the Employee's intention to terminate this
Agreement with such resignation to be effective immediately, in which event
the Employer will be required to make a termination payment under Section
3.7.
3.2.4 At any time upon mutual, written agreement of the parties, in
which event the Employer will have no further obligation to the Employee
except for the payment of any amounts due and owing under Section 4 on the
effective date of termination unless otherwise set forth in the written
agreement.
3.2.5 Immediately upon the Employee's death, in which event the Employer
will have no further obligation to the Employee except for the payment of any
amounts due and owing under Section 4 on the effective date of termination.
3.3 Effect of Termination. Termination of the employment of the Employee
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pursuant to Section 3.2 will be without prejudice to any right or claim which
may have previously accrued to either the Employer or the Employee hereunder and
will not terminate, alter, supersede or otherwise affect the terms and covenants
and the rights and duties prescribed in this Agreement.
3.4 Suspension With Pay. Nothing contained herein will preclude the Employer
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from releasing the Employee of the Employee's normal duties and suspending
Employee, with pay, during the pendency of any investigation or examination to
determine whether or not Cause exists for termination of employee.
3.5 Suspension Without Pay. If Employee is suspended and/or temporarily
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prohibited from participating in the conduct of the Employer's affairs by a
notice served under Section 8(e)(3) or (g)(1) of the Federal Deposit Insurance
Act, the Employer's obligations under this Agreement will be suspended as of the
date of service thereof, unless stayed by appropriate proceedings. If the
charges in such notice are dismissed, the Employer may in its discretion:
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(a) pay Employee all or part of the compensation withheld while its
contract obligations were suspended; and/or
(b) reinstate (in whole or in part) any of its obligations which were
suspended.
3.6 Other Regulatory Requirements. If the Bank is in default, as defined in
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Section (3)(x)(1) of the Federal Deposit Insurance Act, all obligations under
this Agreement will terminate as the date of such default, but no vested rights
of the Employee will be affected. Further, all obligations under this Agreement
will be terminated, except to the extent determined that continuation of the
Agreement is necessary for the continued operation of the Bank:
(a) by the Director of the Office of Thrift Supervision (the "Director")
or his or her designee, at the time the FDIC enters into an agreement to
provide assistance to or on behalf of the Bank under the authority of the
Federal Deposit Insurance Act; or
(b) by the Director or his or her designee, at the time the Director or
his or her designee approves a supervisory merger to resolve problems
relating to the operation of the Bank or when the Bank is determined by the
Director to be in an unsafe or unsound condition.
Any rights of an Employee already accrued under this Agreement, however, will
not be affected by such action.
3.7 Termination Payments. In the event this Agreement is terminated by the
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Employer pursuant to Section 3.2.1(b) or by the Employee pursuant to Sections
3.2.2(a) or 3.2.3, then commencing with the first payroll date immediately
following the effective date of such termination, the Employer will pay to the
Employee as severance pay and liquidated damages an amount equal to the Average
Monthly Compensation (as defined below) for a period equal to the remaining
Term. Any amounts payable pursuant to this Section 3.7 will be paid at the same
frequency as the Employee's then Base Salary (as defined in Section 4.1(a)) is
paid. As used herein, the term "Average Monthly Compensation" means the
quotient determined by dividing (a) the greater of (1) the Employee's then
current Base Salary, or (2) the average of Base Salary and incentive bonus as
described in Section 4.1(b) with respect to the most recent three (3)
consecutive twelve-month periods during which the Employee was employed by the
Employer (or if the Employer has been employed for fewer periods, such lesser
number of periods) immediately prior to the effective date of the Agreement's
termination that produced the highest average, by (b) twelve (12).
Notwithstanding any other provisions to this Agreement to the contrary, if
the aggregate of the payments provided for in this Agreement and other payments
and benefits which the Employee has the right to receive from the Employer (the
"Total Payments") would constitute a "parachute payment", as defined in Section
280G(b)(2) of the Internal Revenue Code, the Employee shall receive the Total
Payments unless (a) the after-tax amount that would be retained by the Employee
(after taking into account all federal, state and local income taxes payable by
the Employee and the amount of any excise taxes payable by the Employee under
Section 4999 of the Internal Revenue Code that would be payable by the Employee
(the "Excise Taxes")) if the Employee were to receive
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the Total Payments has a lesser aggregate value than (b) the after-tax amount
that would be retained by the Employee (after taking into account all federal,
state and local income taxes payable by the Employee) if the Employee were to
receive the Total Payments reduced to the largest amount as would result in no
portion of the Total Payments being subject to Excise Taxes (the "Reduced
Payments"), in which case the Employee shall be entitled only to the Reduced
Payments. If the Employee is to receive the Reduced Payments, the Employee
shall be entitled to determine which of the Total Payments, and the relative
portions of each, are to be reduced.
4. COMPENSATION AND BENEFITS.
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4.1 Compensation. The Employee will receive the following salary and
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benefits:
(a) Base Salary. During the Term, the Employee will receive a base
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salary at the rate of $165,000 per annum, payable in substantially equal
installments in accordance with the Bank's regular payroll practices ("Base
Salary"). The Employee's Base Salary will be reviewed by the Board annually,
and the Employee will be entitled to receive annually an increase in such
amount, if any, as may be determined by the Board.
(b) Incentive Compensation.
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(i) In addition to Employee's Base Salary under Section 4.1(a), within
ninety (90) days following the end of each fiscal year of the Employer's
operations, the Employer will pay the Employee a bonus as determined each
year by the Compensation Committee of the Board provided certain
performance criteria (to be determined annually by the Board) are
satisfied.
(ii) The Employee will also be entitled to participate in such other
bonus, incentive and other executive compensation programs as are made
available to senior management of the Employer from time to time.
The bonus amounts which may be payable to the Employee pursuant to this
Section 4.1(b) is referred to herein as "Incentive Compensation".
4.2 Compensation as a Director. The Employee will be compensated for
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attendance at regular and special Board meetings at the rate established for
Board members. No additional compensation will be paid to Employee for
attendance at executive committee meetings in the Employee's capacity as
director.
4.3 Automobile. The Bank will make available to the Employee a good, up-to-
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date and serviceable automobile to be utilized by Employee for business and
personal uses as is customary for heads of financial institutions in the Area.
4.4 Business Expenses; Memberships. The Employer specifically agrees to
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reimburse the Employee for (a) reasonable business (including travel) expenses
incurred by the Employee in the
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performance of the Employee's duties hereunder, as approved from time to time by
the Board, and (b) the dues and business related expenditures, including
initiation fees, associated with membership in a country club and in
professional associations which are commensurate with the Employee's position;
provided, however, that the Employee must, 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.
4.5 Vacation. On a non-cumulative basis the Employee will be entitled to
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vacation in each year of this Agreement in accordance with the Bank's vacation
policy as then in effect, during which the Employee's Base Salary will be paid
in full.
4.6 Benefits. In addition to the Base Salary and Incentive Compensation, the
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Employee will 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 will 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, life and disability insurance benefits
and such other benefits as the Employer deems appropriate.
4.7 Withholding. The Employer may deduct from each payment of compensation
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hereunder all amounts required to be deducted and withheld in accordance with
applicable federal and state income, FICA and other withholding requirements.
5. COMPANY INFORMATION.
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5.1 Ownership of Information. All Company Information received or developed
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by the Employee while employed by the Employer will remain the sole and
exclusive property of the Employer.
5.2 Obligations of the Employee. The Employee agrees (a) to hold Company
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Information in strictest confidence, and (b) not to use, duplicate, reproduce,
distribute, disclose or otherwise disseminate Company 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 Company 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
Company 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 Employer when the Employee becomes aware that
such disclosure has been requested and is required by law. This Section 5 will
survive the termination of this Agreement with respect to Confidential
Information for so long as it remains Confidential Information, but for no
longer than three (3) years following termination of this Agreement, and this
Section 5 will survive termination of this Agreement with respect to Trade
Secrets for so long as is permitted by the then-current Georgia Trade Secrets
Act of 1990, O.C.G.A. (S)(S) 10-1-760-10-1-767.
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5.3 Delivery upon Request or Termination. Upon request by the Employer, and
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in any event upon termination of employment with the Employer, the Employee will
promptly deliver to the Employer all property belonging to the Employer,
including without limitation all Company Information then in the Employee's
possession or control.
6. NON-COMPETITION. The Employee agrees that during the Term hereunder and, in
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the event of the Employee's termination of employment for any reason, thereafter
for a period equal to the greater of (a) twelve (12) months; or (b) the period
during which the Employee is to be paid monthly termination payments, if any, in
accordance with Section 3.7 hereof, the Employee will not (except on behalf of
or with the prior written consent of the Employer), within the Area, either
directly or indirectly, on the Employee's 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, 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 the Term
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hereunder and, in the event of the Employee's termination of employment for any
reason, thereafter for a period equal to the greater of (a) twelve (12) months;
or (b) the period during which the Employee is to be paid monthly termination
payments, if any, in accordance with Section 3.7 hereof, the Employee will not
(except on behalf of or with the prior written consent of the Employer), within
the Area, on the Employee's 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 the
Employee's 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 the Term
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hereunder and, in the event of the Employee's termination of employment for any
reason, thereafter for a period equal to the greater of (a) twelve (12) months;
or (b) the period during which the Employee is to be paid monthly termination
payments, if any, in accordance with Section 3.7 hereof, the Employee will not,
within the Area, on the Employee's 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.
9. REMEDIES. The Employee agrees that the covenants contained in Sections 5
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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 the Employee 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 will be entitled to a
temporary restraining order and temporary and
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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, will be cumulative.
10. SEVERABILITY. The parties agree that each of the provisions included in
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this Agreement is separate, distinct and severable from the other provisions of
this Agreement and that the invalidity or unenforceability of any Agreement
provision will 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
will 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
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cause of action by the Employee against the Employer, or any Affiliate of the
Employer, whether predicated upon this Agreement or otherwise, will 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
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this Agreement will be in writing and, if mailed by prepaid first-class mail or
certified mail, return receipt requested, will 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
will be deemed effective when delivered or transmitted. All notices and other
communications under this Agreement must be given to the parties hereto at the
following addresses:
(i) If to the Employer, to it at:
000 Xxxxx Xxxxxx
X.X. Xxx 000
Xxxxxxxxxx, Xxxxxxx 00000-0000
Attn: Chairman, Compensation Committee
(ii) If to the Employee, to the Employee at:
000 Xxxxxxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxx 00000
13. ASSIGNMENT. Neither party hereto may assign or delegate this Agreement or
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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
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Employee will not be effective unless in writing, and no waiver will operate or
be construed as a waiver of the same or another breach on a subsequent occasion.
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15. ARBITRATION. Any controversy or claim arising out of or relating to this
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Agreement, or the breach thereof, will be settled by binding arbitration in
accordance with the Commercial Arbitration Rules of the American Arbitration
Association. The decision of the arbitration panel will be final and binding on
the parties, and judgment upon the award rendered by the arbitration panel may
be entered by any court having jurisdiction thereof.
16. ATTORNEYS' FEES. In the event that the parties have complied with this
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Agreement with respect to arbitration of disputes and litigation ensues between
the parties concerning the enforcement of an arbitration award and the Employee
must employ separate legal counsel, the Employer shall advance to the Employee,
within thirty (30) days after receiving copies of invoices submitted by
Employee, any and all reasonable attorneys' fees and expenses incurred with
preparing, investigating and litigating such action, proceeding or suit. The
Employee must reimburse the Employer for any and all advances that exceed the
first $5,000 advanced to the Employee for such legal expenses only if and to the
extent that a final decision by a court of competent jurisdiction has determined
that the Employee is not entitled to receive any amounts due or to enforce any
of the rights under this Agreement.
17. APPLICABLE LAW. This Agreement will be construed and enforced under and in
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accordance with the laws of the State of Georgia. The parties agree that any
appropriate state court located in Xxxxxxx County, Georgia, will have
jurisdiction of any case or controversy arising under or in connection with this
Agreement and will be a proper forum in which to adjudicate such case or
controversy. The parties consent to the jurisdiction of such courts.
18. INTERPRETATION. Words importing the singular form shall include the plural
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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 will not constitute part of this Agreement or
affect its meaning, construction or effect.
19. ENTIRE AGREEMENT. Except for any rights the Employee may have under any
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employee benefit plans maintained by the Employer for employees generally and
any rights the Employee may have under the Community First Banking Company 1997
Stock Option Plan and the Community First Banking Company Management Recognition
Plan, 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 will be valid or binding 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.
20. RIGHTS OF THIRD PARTIES. Nothing herein expressed is intended to or will
-----------------------
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.
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21. SURVIVAL. The obligations of the Employee pursuant to Sections 5, 6, 7, 8
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and 9 will 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 obligation of the Bank and the Company to Employee
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hereunder will 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 EMPLOYER:
CARROLLTON FEDERAL BANK, FSB
By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
COMMUNITY FIRST BANKING COMPANY
By:
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Name:
-----------------------------------
Title:
----------------------------------
THE EMPLOYEE:
----------------------------------------
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Exhibit A
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CARROLLTON FEDERAL BANK
JOB DESCRIPTION
REVISED FIRST QUARTER, 1996
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JOB TITLE: PRESIDENT/CHIEF EXECUTIVE OFFICER
JOB CODE: E001
JOB LEVEL: ADMINISTRATIVE
FSLA: EXEMPT
DEPARTMENT: EXECUTIVE
REPORTS TO: BOARD OF DIRECTORS
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SUMMARY:
Plans, develops, and establishes policies and objectives of business
organization in accordance with Board directives and corporation charter by
performing the following duties personally or through subordinate managers.
ESSENTIAL DUTIES AND RESPONSIBILITIES: The primary duty and responsibility of
this position is quality service to both internal and external customers.
Specific duties are listed blow. Other duties may be assigned.
Confers with corporate managers to plan business objectives, to develop
organizational policies, to coordinate functions and operations between
divisions and departments, and to establish responsibilities and procedures for
attaining objectives.
Provides leadership representations for the bank and holding company board of
directors and its committees. Contributes to the effective, profitable
operation of the corporation by participation in Liquidity and Asset/Liability
Management, Loan Committee, Public Relations/Marketing Committee, and Asset
Review Committee activities.
Ensures that the spirit and intent of regulatory and supervisory trusts and
concerns are met or exceeded.
Keeps the Board informed concerning major developments and consults with same
regarding major decisions affecting the bank or holding company.
Represents the bank and provides leadership in key community activities,
including business, charitable, civic, and social organizations to maintain a
proper responsible citizen stature for the bank.
Reviews activity reports and financial statements to determine progress and
status in attaining objectives and revises objectives and plans in accordance
with current conditions.
Directs and coordinates formulation of financial programs to provide funding for
new or continuing operations to maximize returns on investments and to increase
productivity.
Plans and develops labor and public relations policies designed to improve
company's image and relations with customers, employees, and the public.
Evaluates performance of executives for compliance with established policies and
objectives of bank.
SUPERVISORY RESPONSIBILITY:
Manages subordinate supervisors in the Lending/Deposit function, Finance and
Operations function, Human Resources, and Quality Services and Sales function.
Also, responsible for the direct supervision of the Corporate Secretary. Is
responsible for the overall direction, coordination, and evaluation of these
units.
Provides direct guidance on personnel activities which affect the key bank
management team, including salary administration, management incentive,
performance objectives, and compliance with established policies to ensure solid
team efforts toward the attainment of department, bank, and corporation goals.
Carries out supervisory responsibilities in accordance with the organization's
policies and applicable laws. Responsibilities include interviewing, hiring,
and training employees; planning, assigning, and directing work; appraising
performance; rewarding and disciplining employees; and addressing complaints and
resolving problems.
CRA REQUIREMENT:
Expected to understand the bank's obligations under the Community Reinvestment
Act and how to fulfill them. Expected to cooperate with and support the bank's
CRA program. Will be held accountable for any lack of cooperation that weakens
the bank's CRA performance, as reflected in internal audits, agency
examinations, and/or community projects.
PRODUCT AND KNOWLEDGE REQUIREMENT:
Should know and understand the products and services that are provided by
Carrollton Federal Bank and give quality service at all times to our customers.
QUALIFICATION REQUIREMENTS:
To perform this job successfully, an individual must be able to perform each
essential duty satisfactorily. The requirements listed below are representative
of the knowledge, skill, and/or
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ability required. Reasonable accommodations may be made to enable individuals
with disabilities to perform the essential functions.
EDUCATION AND/OR EXPERIENCE:
College graduate and graduate of recognized graduate banking school or
equivalent; ten years related experience and/or training; or equivalent
combination of education and experience.
LANGUAGE SKILLS:
Ability to read, analyze, and interpret common technical journals, financial
reports, and legal documents. Ability to respond to common inquiries or
complaints from customers, regulatory agencies, or members of the community.
A high level of interpersonal skills to effectively communicate policies,
procedures, staff objectives, and information to top management, public
groups, and/or boards of directors.
ANALYTICAL SKILLS:
A high level of analytical, mathematical and reasoning skills to assess and
evaluate the operation of subordinate areas of responsibility, participate in
establishing bank-wide financial goals, and draft operational reports to the
board.
PHYSICAL DEMANDS:
Reasonable accommodations may be made to enable individuals with disabilities to
perform the essential functions.
WORK ENVIRONMENT:
Good. There is little discomfort from noise, heat, dust, or other adverse
factors.
PERFORMANCE EXPECTATIONS:
ORGANIZATIONAL EXPECTATIONS:
Understands that the position exists to ultimately serve the customer either
directly or indirectly through assisting front-line personnel to answer
customer inquiries quickly.
Practices a high degree of professionalism and sets an example for others to
follow.
Demonstrates commitment to and understanding of continuous quality
improvement. Uses creativity and initiative to recommend quality
enhancements when relevant and appropriate.
Has satisfactory attendance within policy guidelines and is punctual.
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Manages time effectively. Completes assigned duties within required
deadlines.
FINANCIAL EXPECTATIONS:
Makes recommendations to the Board of Directors concerning budgetary needs of
the bank.
Within parameters of job, uses good judgment related to Bank income
opportunities and expense control.
Is financially responsible.
RELATIONSHIP EXPECTATIONS:
Conducts in-bank and public relationships in a manner that enhances the image
and marketing efforts of the Bank.
Participates in community organizations, activities, and projects.
Contributes to an overall team effort by being an effective team player.
This job description is not intended to be and should not be construed as an
all-inclusive list of the responsibilities, skills, or working conditions
associated with the position. While this job description is intended to
accurately reflect the position's activities and requirements, management
reserves the right to modify, add, or remove duties and assign other duties as
necessary.
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