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EXHIBIT 10.2
EMPLOYMENT AGREEMENT
WITH XXXXXX X. XXXXXXX
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EMPLOYMENT AGREEMENT
THIS AGREEMENT, made effective as of August 24, 1998, by and between
FRONTIER NATIONAL CORPORATION ("Frontier") and XXXXXX X. XXXXXXX (the
"Executive").
WHEREAS, the Executive has heretofore served as President and Chief
Executive Officer of Valley National Bank (the "Bank") and is experienced in all
phases of the business of the Bank;
WHEREAS, Frontier wishes to be assured of the continued services of the
Executive, and the Executive is willing to serve in the employ of the Bank and
Frontier on a full-time basis; and
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereby agree as follows:
1. Employment. Frontier agrees to employ Executive as Vice Chairman of
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the Board, President, and Chief Operating Officer and to cause Bank to continue
the Executive in its employ as President and Chief Executive Officer, and the
Executive agrees to such employment, for the period stated in paragraph 3 hereof
and upon the other terms and conditions herein provided.
2. Responsibilities. The Executive agrees to perform such services not
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inconsistent with his position as shall from time to time be assigned to him by
the Board of Directors of Frontier or the Bank.
3. Term and Duties.
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a. Term of Employment. The initial term of employment under this
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Agreement shall be for the period commencing August 24, 1998, and on the fifth
anniversary of such date. After each year under this Agreement, the Executive's
period of employment shall be extended for one (1) year in addition to the
original term unless 120 days prior to such year period, Frontier gives notice
to the Executive that the term will not be so extended. Any earlier termination
of employment by Frontier, which is subject to terms described further below,
shall require a vote of 3/4ths of the Board of Directors of Frontier.
b. Duties. During the period of his employment hereunder and except for
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illnesses, reasonable vacation periods, and reasonable leaves of absence, the
Executive shall devote his business time, attention, skill, and efforts to the
faithful performance of his duties hereunder; provided, however, the Executive
may, from time to time, serve, or continue to serve, on the boards of directors,
of, and hold any other offices or positions in, companies or organizations,
which do not present any material conflict of interest with Frontier or its
subsidiaries, or unfavorably affect the performance of the Executive's duties
pursuant to this Agreement, or will not violate any applicable statute or
regulation.
4. Compensation and Reimbursement of Expenses.
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a. Compensation. Frontier agrees, or causes the Bank to pay the
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Executive during the term of this Agreement a salary at the rate of $125,000 per
annum; provided, that the rate of such salary shall be reviewed by the Board of
Frontier not less often than annually. Such rate of salary, or increased rate
of salary, if any, as the case may be, may be further increased (but not
decreased) from time to time
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in such amounts as the Board of Frontier in its discretion may decide. Such
salary shall be payable in accordance with the customary payroll practices of
Frontier, but in no event less frequently than monthly.
b. Bonuses. The Executive shall be entitled to participate in an
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equitable manner in any incentive bonus plan or program maintained by Frontier
for senior executives of its subsidiaries. No other compensation provided for
in this Agreement shall be deemed a substitute for the Executive's right to
participate in such incentive bonus plan or program.
c. Director Fees. To the extent Executive serves as a director of
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Frontier or Bank, he shall also receive the board or committee fees payable to
all board or committee members.
d. Reimbursement of Expenses. The Bank shall pay or reimburse the
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Executive for all reasonable travel and other expenses incurred by the Executive
in the performance of his obligations under this Agreement. Frontier further
agrees, or causes Bank, to provide the Executive with the full-time use of an
automobile of a make and model selected by the Executive, not more than two
years' old and commensurate with his position during his period of employment
(or alternatively, a monthly car allowance of $600) and to reimburse the
Executive for all initiation fees and dues associated with membership in
professional, social, civic and service clubs which the Executive joins or has
joined and which membership, in whole or part, furthers the interests of or
promotes the interest of Frontier or assists the Executive in business
relationships on behalf of Frontier.
5. Participation in Benefit Plans.
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a. Except as otherwise provided in this Agreement, the payments provided
in paragraphs 4, 7, and 9 hereof are in addition to any benefits to which the
Executive may be, or may become, entitled under any general group
hospitalization, health, dental care, or sick leave plan, life or other
insurance or death benefit plan, or workmen's compensation, disability or social
security, travel or accident insurance, or executive contingent compensation
plan, including, without limitation, capital accumulation and termination pay
programs, restricted stock or stock purchase plan, stock option plan, retirement
income, tax-qualified retirement plan, supplemental pension plan (excess benefit
plan), or other present or future group employee benefit plan or program of the
Bank or Frontier for which general employees of the Bank or Frontier are or
shall become eligible, and the Executive shall be eligible to receive during the
period of his employment under this Agreement, and during any subsequent period
for which he shall be entitled to receive payments from Frontier under paragraph
7 or paragraph 10, all fringe benefits and emoluments for which executive
employees of the Bank and general employees of Frontier are eligible under every
such plan or program to the extent permissible under the general terms and
provisions of such plans or programs and in accordance with the provisions
thereof.
b. Following his termination of employment (for any reason) with the
Bank and Frontier at any time after attaining age 62, the Executive shall be
entitled to receive all benefits generally provided to retirees by the Bank or
Frontier, including, but not limited to, retiree medical coverage, if any, for
the Executive and his spouse under the Frontier Group Medical Plan on the same
terms as other Frontier retirees but without regard to any "length of service"
requirement to establish eligibility for such retiree medical coverage.
6. Vacation and Sick Leave. At such reasonable times as the Board of
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Directors of Frontier shall in its discretion permit, the Executive shall be
entitled, without loss of pay, to absent himself
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voluntarily from the performance of his employment under this Agreement, all
such voluntary absences to count as vacation time; provided that:
a. The Executive shall be entitled to annual vacation in accordance with
the policies as periodically established by the Board of Directors of Frontier
for senior management of Frontier or the Bank, which shall in no event be less
than four weeks per annum.
b. The Executive shall not be entitled to receive any additional
compensation from Frontier or the Bank on account of his failure to take a
vacation; nor shall he be entitled to accumulate unused vacation from one fiscal
year to the next except to the extent authorized by the Board of Directors of
Frontier.
c. In addition to the aforesaid paid vacations, the Executive shall be
entitled, without loss of pay, to absent himself voluntarily from the
performance of his employment with Frontier or the Bank for such additional
periods of time and for such valid and legitimate reasons as the Board of
Directors of Frontier in its discretion may determine. Further, the Board may
grant to the Executive a leave or leaves of absence with or without pay at such
time or times and upon such terms and conditions as the Board in its discretion
may determine.
d. In addition, the Executive shall be entitled to an annual sick leave
as established by the Board of Directors of Frontier or the Bank but in no event
in an amount less than that provided for pursuant to the policy currently in
effect as of the date of this Agreement. In the event any sick leave time shall
not have been used during any year, such leave shall accrue to subsequent years
only to the extent authorized by the Board.
e. Upon termination of employment, the Executive shall be entitled to
receive additional compensation from Frontier or the Bank for unused sick leave
or vacation time only to the extent provided under the general policies of
Frontier or the Bank.
7. Benefits Payable Upon Disability.
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a. Primary Disability Benefits. In the event of the Disability (as
hereinafter defined) of the Executive, Frontier shall continue, or cause Bank,
to pay the Executive the monthly compensation provided in paragraph 4 hereof
during the period of his disability provided, however, that in the event the
Executive is disabled for a continuous period exceeding eighteen (18) calendar
months, Frontier may, at its election, terminate the Agreement, in which event
the Executive shall be entitled to receive the benefits described in paragraph
7(b).
As used in this Agreement, the term "disability" shall mean the
complete inability of the Executive to perform his duties under this Agreement
as determined by an independent physician selected with the approval of Frontier
and the Executive.
b. Secondary Disability Benefits. In the event that Frontier elects to
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terminate this Agreement pursuant to Section 7(a), then in lieu of any other
benefits the Executive would have been entitled to hereunder, Frontier shall
pay, or cause Bank to pay, to the Executive a monthly disability benefit equal
to seventy (70) percent of his monthly salary at the time he became disabled.
Payment of such disability benefit shall commence on the last day of the month
following the month for which the final payment under paragraph 7(a) was made
and cease with the earlier of (i) the payment for the month
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in which the Executive dies or (ii) the payment for the month preceding the
month in which the Executive attains age 65.
c. Disability Benefit Offset. Any amounts payable under paragraph 7(a)
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or 7(b) shall be reduced by any amounts paid to the Executive under any other
disability program maintained by Frontier in which the Executive participates;
however, such payments shall not be reduced by the amount of any payments
pursuant to social security and workmen's compensation.
d. Service During Disability. During the period the Executive is
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entitled to receive payments under paragraphs 7(a) and (b), the Executive shall,
to the extent that he is physically and mentally able to do so, furnish
information and assistance to the Bank and Frontier.
8. Grant of Stock Options. Upon the effective date of this Agreement, the
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Executive shall be granted 50,000 options to purchase Frontier Class A Common
Stock (at $10.00 per share which is deemed the fair market value on such date)
under the Frontier Nonqualified Stock Plan ("Stock Plan") or any similar plan
then maintained by Frontier. Such options shall be issued in accordance with
the terms of the Stock Plan and shall be exercisable over a ten-year period as
provided under the Stock Plan, but in any event, such options shall be fully
exercisable no later than the date of the Executive's retirement. Following the
Executive's retirement, such options shall remain exercisable for a period equal
to the greater of (a) ninety (90) days from the date of the Executive's
retirement or (b) the period specified by the Stock Option Committee of the
Board of Directors of Frontier.
9. Payments to the Executive Upon Termination of Employment.
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a. Event of Termination. Upon the occurrence of an Event of
Termination (as hereinafter defined) during the period of the Executive's
employment under this Agreement, the provisions of this paragraph 9 shall apply.
As used in this Agreement, an "Event of Termination" shall mean the termination
of the Executive's employment hereunder for any reason other than "cause" or
retirement at or after the normal retirement age under any qualified retirement
plan(s) maintained by Frontier or termination pursuant to Paragraph 7. A
termination for "cause" shall include termination because of the Executive's
personal dishonesty, breach of fiduciary duty involving personal profit,
intentional failure to perform stated duties, willful violation of any law, rule
or regulation (other than traffic violations or similar offenses) or final
cease-and-desist order, or material breach or any provision of this Agreement.
In the event of termination for cause the Executive shall have no right to
receive compensation or other benefits for any period after such termination;
provided, however, that, the Executive shall be entitled to receive all vested
benefits as of the date of such termination.
b. Event of Termination. Upon the occurrence of an Event of
Termination, Frontier shall pay, or cause Bank to pay, to the Executive monthly,
or in the event of his subsequent death, to his designated beneficiary or
beneficiaries, or to his estate, as the case may be, as severance pay or
liquidated damages, or both, during the period below described a sum equal to
the highest monthly rate of salary paid to the Executive at any time under this
Agreement. Such payments shall commence on the last day of the month following
the date of said Event of Termination and shall continue until the date this
Agreement would have expired but for said occurrence, with such occurrence being
viewed as a determination by Frontier not to extend the Agreement as provided
for in paragraph 3.
c. Event of Termination After Change of Control. If, after a "Change of
Control" (as hereinafter defined) of Frontier or the Bank, any of the parties
hereto (including Executive), or their successors or assigns, shall terminate
the employment of the Executive during the period of employment
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under this Agreement for any reason other than "cause," as defined in paragraph
9(a), retirement at or after the normal retirement age under any tax-qualified
retirement plan(s) maintained by Frontier, termination pursuant to paragraph 7,
or nonrenewal, or otherwise change the present capacity or circumstances in
which the Executive is employed as set forth in paragraphs 1 or 2 of this
Agreement or cause a reduction in the Executive's responsibilities or authority
or compensation or other benefits provided under this Agreement without the
Executive's written consent, then the Executive, or his beneficiaries,
dependents and estate, as the case may be, shall be entitled to the following:
i. The Executive shall receive, in addition to any amount payable
under Section 9(b), a sum equal to the total amount of the present value of 2.99
times the average annual compensation payable under this Agreement and
includible by the Executive in gross income for the most recent five taxable
years ending before the date on which the ownership or control of Frontier or
the Bank changed. Such amount shall be payable to the Executive over the three
(3) years following the occurrence of an Event of Termination under this
paragraph 9(c) in the same manner that his salary was previously paid.
ii. During the period in which Executive is being paid under
paragraph 9(c), the Executive, his dependents, beneficiaries and estate shall
continue to be covered under all employee benefit plans of the Bank or Frontier,
including, without limitation, any Frontier tax-qualified retirement plans, as
if the Executive was still employed during such period under this Agreement.
iii. If and to the extent that benefits or service credit for
benefits provided by paragraph 9(c)(ii) shall not be payable or provided under
any such plans to the Executive, his dependents, beneficiaries and estate, by
reason of his no longer being an employee of Frontier or the Bank, as a result
of termination of employment, Frontier shall itself pay or provide for payment
of such benefits and service credit for benefits to the Executive, his
dependents, beneficiaries and estate. Any such payment relating to retirement
shall commence on a date selected by the Executive which must be a date on which
payments under any Frontier tax-qualified retirement plan(s) may commence.
iv. The Executive shall not be required to mitigate the amount
of any payment provided for in this Agreement by seeking other employment or
otherwise nor shall any amounts received from other employment or otherwise by
the Executive offset in any manner the obligations of Frontier hereunder.
d. Change of Control. Paragraph 9(c) shall become operative upon the
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occurrence of a Change of Control of Frontier or the Bank. For purposes of this
Agreement, "Change of Control" means the sale of substantially all of the assets
of Frontier or the Bank, or the acquisition, whether directly, indirectly,
beneficially (within the meaning of Rule 13d-3 of the Securities Exchange Act of
1934, as amended (the "Act")), or of record, of securities of Frontier or the
Bank representing twenty-five percent (25%) or more in the aggregate voting
power of Frontier's or the Bank's then-outstanding Common Stock by any "person"
(within the meaning of Sections 13(d) and 14(d) of the Act), including any
corporation or group of associated persons acting in concert, other than (i)
Frontier or its subsidiaries and/or (ii) any tax-qualified employee stock
ownership plan of Frontier or its subsidiaries, including a trust established
pursuant to any such plan; provided, that a Change of Control will not result
from (A) a transfer of voting securities of Frontier or the Bank by a person who
is the beneficial owner, directly or indirectly, of twenty-five percent (25%) or
more of the voting securities of Frontier or the Bank (a "25 Percent Owner") to
(i) a member of such 25 Percent Owner's lifetime or by will or the laws of
descent and distribution; (ii) any trust as to which the 25 Percent Owner or a
member (or members) of his immediate family (within the meaning of Rule 16a-1(e)
of the Act) is the beneficiary; (iii) any trust as to which the 25 Percent Owner
is the settlor with sole power to revoke; (iv) any entity over which such 25
Percent Owner has the
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power, directly or in directly, to direct or cause the direction of the
management and policies of the entity, whether through the ownership of voting
securities, by contract or otherwise; or (v) any charitable trust, foundation or
corporation under Section 501(c)(3) of the Code which is funded by the 25
Percent Owner; or (B) the acquisition of voting securities of Frontier or the
Bank, by either (i) a person who was a 25 Percent Owner on the effective date of
the Agreement or (ii) a person, trust or other entity described in the foregoing
clauses (A)(i)-(v) of this subsection; or (C) the spin-off or other distribution
by Frontier to its shareholders of the capital stock or assets of Frontier or
the Bank.
e. Suspension and Special Regulatory Rules.
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i. If the Executive is suspended and/or temporarily prohibited from
participating in the conduct of Frontier's or the Bank's affairs by a notice
served under section 8(e)(3) or section (g)(1) of the Federal Deposit Insurance
Act ("FDI Act"), the Bank's obligations under this Agreement shall be suspended
as of the date of service of such notice, unless stayed by appropriate
proceedings. If the charges in the notice are dismissed, the Bank shall (i) pay
the Executive all or part of the compensation withheld while its contract
obligations were suspended and (ii) reinstate in whole or in part any of its
obligations which were suspended.
ii. If the Executive is removed and/or permanently prohibited
from participating in the conduct of Frontier's or the Bank's affairs by an
order issued under section 8(e)(4) or section (g)(1) of the FDI Act, all
obligations Frontier under this Agreement shall terminate as of the effective
date of the order; however, no vested rights of the Executive shall be affected
by such termination.
iii. If Frontier or the Bank is in default (as defined in section
3(x)(1) of the FDI Act), all obligations under this Agreement shall terminate as
of the date of default; however, no vested rights of the Executive shall be
affected by such termination.
iv. All obligations under this Agreement shall be terminated,
except to the extent that it may be determined that continuation of this
Agreement is necessary for the continued operation of the Bank, (1) by the
Federal Reserve System ("Fed") at the time the Federal Deposit Insurance
Corporation ("FDIC") enters into an agreement to provide assistance to or on
behalf of the Bank under the authority contained in Section 13(c) of the FDI
Act; or (2) the Fed at any time the Fed approves a supervisory merger to resolve
problems related to the operation of Frontier or when Frontier is determined by
the Fed to be in an unsafe or unsound condition. No vested rights of the
Executive shall be affected by such action.
f. Termination of Employment of, or by, the Executive. The Board of
Directors of Frontier may terminate the employment of the Executive at any time;
in the event of such termination, the provisions of this paragraph 9 shall fully
apply. The Executive may terminate his service under this Agreement at any time
upon three (3) months written notice to Frontier. In the event of the
Executive's voluntary termination of employment under this paragraph 9(f), the
provisions of paragraph 9(a)-(e) shall not apply and the Executive shall be
entitled to receive his salary, bonus, and other employee benefits through his
date of termination and such termination shall be without prejudice to any other
benefits as to which the Executive is vested. For a period of two (2) years
after voluntary termination as stated in this paragraph, Executive will not,
directly or indirectly, individually or in combination with any other person,
(i) enter into the employ of or render any service to or act in concert with any
person, partnership, corporation, or other entity engaged in any business
similar to that of Frontier or its subsidiaries wholly or partly within a
twenty-five (25) mile radius of any office of Frontier or any of its
subsidiaries; (ii) become interested in any of the businesses described in (i)
as a proprietor, partner, shareholder, director, officer,
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principal, agent, employee, consultant, or in any other relationship or capacity
(nothing contained in this sentence shall prohibit Executive from maintaining a
stock interest in any company listed on the New York or American stock exchanges
or whose shares are quoted on NASDAQ; or (iii) entice or induce any employee of
Frontier or its subsidiaries to leave the employ of Frontier or its subsidiaries
or to work with Executive or with any person or entity with whom Executive is or
becomes associated.
10. Source of Payments; Frontier Guarantee. Except as to any payments
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made pursuant to paragraph 9(c), all payments to the Executive under the terms
of any provision of this Agreement shall be paid in cash from the general funds
of Frontier or the Bank, and no special or separate fund shall be established
and no other segregation of assets shall be made to assure payment. The
Executive shall have no right, title, or interest whatever in or to any
investments which Frontier may make to aid the Bank in meeting its obligations
hereunder. Any obligation of the Bank to make any payments or provide any
benefits under this Agreement shall, in all events and without limitation, be
guaranteed by Frontier and its successors and assigns and such guarantee shall
inure to the benefit of the Executive and his successors and assigns.
11. Confidential Information. The Executive shall not, to the detriment
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of Frontier or the Bank, knowingly disclose or reveal to any authorized person
any confidential information relating to Frontier or the Bank, their
subsidiaries or affiliates, or to any of the businesses operated by them, and
the Executive confirms that such information constitutes the exclusive property
of Frontier. The Executive shall not otherwise knowingly act or conduct himself
(i) to the material detriment of Frontier, or (ii) in a manner which is inimical
or contrary to the interests thereof.
12. Federal Income Tax Withholding. The Bank or Frontier may withhold
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from any benefits payable under this Agreement all federal, state, city or other
taxes as shall be required pursuant to any law or governmental regulation or
ruling.
13. Effect of Prior Agreements. This Agreement contains the entire
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understanding between the parties hereto and supersedes any prior employment
agreement between the Bank or any predecessor of the Bank and the Executive.
14. Payment of Legal Expenses. The Bank shall pay all legal fees and
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expenses (as such fees and expenses are incurred) which the Executive may incur
as a result of any action ultimately found in favor of the Executive contesting
the validity or enforceability of this Agreement, and the Executive shall be
entitled to receive interest thereon for the period of any delay in payment from
the date such payment was due at the rate determined by adding two hundred basis
points to the six month Treasury Xxxx rate.
15. Consolidation, Merger, or Sale of Assets. Nothing in this Agreement
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shall preclude Frontier from (i) consolidating or merging into or with, or
causing the Bank from consolidating or merging into or with or (ii) transferring
all or substantially all of its assets or the assets of the Bank to, another
corporation which assumes this Agreement and all obligations and undertakings of
the Frontier and the Bank hereunder.
16. General Provisions.
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a. Nonassignability. Neither this Agreement nor any right or interest
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hereunder shall be assignable by the Executive, his beneficiaries, or legal
representatives without the Employers' prior written consent; provided, however,
that nothing in this paragraph 16(a) shall preclude (i) the Executive from
designating a beneficiary to receive any benefits payable hereunder upon his
death, or (ii) the
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Executors, administrators, or other legal representatives of the Executive or
his estate from assigning any rights hereunder to the person or persons entitled
thereto.
b. No Attachment. Except as required by law, no right to receive
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payments under this Agreement shall be subject to anticipation, commutation,
alienation, sale, assignment, encumbrance, charge, pledge, or hypothecation or
to execution, attachment, levy, or similar process of assignment by operation of
law, and any attempt, voluntary or involuntary, to effect any such action shall
be null, void and of no effect.
c. Binding Agreement. This Agreement shall be binding upon, and inure to
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the benefit of, the Executive, the Bank, and Frontier, and their respective
permitted successors and assigns.
d. Acknowledgment. Executive acknowledges that a similar employment
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agreement in being executed with Xxxxxx X. Xxxxxxx. Executive acknowledges that
Xx. Xxxxxxx'x salary shall be 5% less than Executive's and all other benefits
shall be the same.
17. Modification and Waiver.
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a. Amendment of Agreement. This Agreement may not be modified or amended
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except by an instrument in writing signed by the parties hereto.
b. Waiver. No term or condition of this Agreement shall be deemed to
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have been waived, nor shall there be an estoppel against the enforcement of any
provision of this Agreement, except by written instrument of the party charged
with such waiver or estoppel. No such written waiver shall be deemed a
continuing waiver unless specifically stated therein, and each waiver shall
operate only as to the specific term or condition waived and shall not
constitute a waiver of such term or condition for the future or as to any act
other than the specifically waived.
c. Severability. If, for any reason, any provision of this Agreement is
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held invalid, such invalidity shall not affect any other provision of this
Agreement not held so invalid, and each such other provision shall to the full
extent consistent with law continue in full force and effect. If any provision
of this Agreement shall be held invalid in part, such invalidity shall in no way
affect the rest of such provision, together with all other provisions of this
Agreement, shall to the full extent consistent with law continue in full force
and effect.
18. Headings. The headings of paragraph herein are included solely for
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convenience of reference and shall not control the meaning or interpretation of
any of the provisions of this Agreement.
19. Applicable Law. This Agreement has been executed and delivered in the
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State of Alabama, and its validity, interpretation, performance, and enforcement
shall be governed the laws of said State, except to the extent Federal law is
governing. Any payment to the Executive hereunder shall be subject to and
conditioned upon compliance with 12 U.S.C. '1828(k) and any regulations
promulgated thereunder.
20. Arbitration. In the event the executive has a dispute regarding the
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operations of Frontier with other executives with similar employment contracts,
the parties shall in good faith attempt to resolve any such dispute promptly by
negotiation between the executives and members of the Board of Directors. Any
such executive may give the other executive written notice of any dispute not
resolved in the normal course of business. Within fifteen (15) days after
delivery of the notice, the receiving executive shall submit to the other
executive a written response. The notice and the response shall include (a) a
statement
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of each executive's position and a summary of the arguments supporting
that position, and (b) the name of one board member who will represent that
executive and of any other person who will accompany the executive. Within
thirty (30) days after delivery of the disputing executive's notice, the
executives and their representatives shall meet at a mutually acceptable time
and place, and thereafter as often as they reasonably deem necessary, to attempt
to resolve the dispute. All reasonable requests for information made by one
executive to the other will be honored. If the matter has not been resolved
within sixty (60) days of the disputing executive's notice, or if the executives
fail to meet within thirty (30) days, either executive may request that the full
Board of Directors meet to resolve the dispute.
IN WITNESS WHEREOF, Frontier has caused this Agreement to be executed by
its officer thereunto duly authorized, and the Executive has signed this
Agreement, all as of the day and year first above written.
FRONTIER NATIONAL CORPORATION
By: /s/ Xxxxx X. Xxxxx, Xx.
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Title: Chief Executive Officer
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/s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
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