1
-------------------------------------------------------
EXHIBIT 10.19
EMPLOYMENT CONTRACT BETWEEN
XXXXXX X. XXXXXX, XX. AND
COMMUNITY BANCSHARES, INC.
-------------------------------------------------------
81
2
STATE OF ALABAMA)
COUNTY OF XXXXXX)
AGREEMENT
THIS AGREEMENT made and entered into on this the 9th day of
December, 1995, by and between XXXXXX X. XXXXXX, XX., hereinafter known as and
referred to as "Employee", and Community Bancshares, Inc., a Delaware
Corporation, hereinafter known as and referred to as Party of the Second Part.
W I T N E S S E T H:
WHEREAS, the Employee is presently serving as Vice Chairman,
Executive Vice President and General Counsel and Secretary of Community
Bancshares, Inc.; Secretary and President of Community Insurance, an affiliate
of Community Bank, an Alabama banking corporation, and all parties hereto deem
it to be in the best interest of the Employer and Employee that an employment
contract be entered into by the said parties.
NOW, THEREFORE, the parties hereto in consideration of the
premises and the mutual covenants herein contained, do hereby agree as follows:
1. The Employer hereby employs the Employee for a term of
five (5) years from the 1st day of January, 1996, to perform faithfully duties
assigned to him as Vice Chairman, Executive Vice President and General Counsel
and Secretary of Community Bancshares, Inc; Secretary of Community Bank, an
Alabama banking corporation; and President of Community Insurance, an affiliate
of Community Bank, an Alabama banking corporation, Blountsville, Alabama.
2. The Employee agrees that he will at all times faithfully,
industriously, and to the best of his ability, experience and talent perform
all of the duties which may be required of and from him pursuant to the
expressed and implicit terms hereof. That the duties of said Employee shall be
those that are normally and customarily associated with the position held by
the Employee. The Employee shall perform such duties as may be assigned to him
by the Chief Executive Officer and shall answer to and be accountable to the
Chief Executive Officer of the Employer and perform such duties as the job
description shall provide.
3. The Employer shall pay the Employee the sum of One hundred
ten thousand ($110,000.00) dollars annually in installments as customary for
other employees of Employer. Also, the Employee shall be paid the sum of
Ninety thousand and no/100 ($90,000.00) dollars on January 15th of each year of
said contract equaling a total salary compensation annually of Two Hundred
thousand ($200,000.00) dollars. The salary of the employee shall be reviewed
annually as the other officers.
4. Expense Allowance. That the Employer shall provide the
Employee with an expense account to cover reasonable and necessary business and
professional expenses in such an amount as is suitable to the needs of the
Employer and Employee.
5. Civic and Social Clubs. That the Employer shall pay such
dues for membership of the Employee in such civic and/or social clubs or
organizations as such are deemed to be in the best interest of the Employer and
Employee with the advice and consent of the Chief Executive Officer of the
Employee.
6. Transportation Allowance. The Employer shall provide the
Employee during the term of this contract a suitable automobile
82
3
for the business and personal use of the Employee.
7. Life Insurance. The Employer shall provide and pay for a
policy of Universal Life Insurance in the amount of $100,000.00. The Employee
shall be the owner of said policy and shall designate the beneficiary thereof.
Such life insurance policy shall be the property of the Party of the First Part
and he shall be the owner and designate the beneficiaries thereon.
8. Vacation, sick leave and disability. That the Employee
shall receive an annual paid vacation of three (3) weeks and shall be entitled
to sick leave according to normal Employer policy in that respect. In the
event of disability of the Employee to the extent that he is incapable of
performing his duties for a period of ninety (90) consecutive calendar days,
the Employee shall be entitled to the disability benefits computed according to
normal Employer policy and the standards in that respect. The Employee would
continue to receive normal salary and compensation for any period of disability
which does not exceed ninety (90) calendar days.
9. Professional Meetings. That the Employee may attend
normal, usual and customary professional and educational meetings at the local,
state and national level and the expense of such attendance to be incurred and
paid by the Employer, and subject to approval of the Chief Executive Officer of
the Employer.
10. This Agreement may be terminated by the Employer for good
and just causes related to the employment of the Employee, provided, however,
that the Employer shall not arbitrarily, or for capricious, personal, or
political reasons terminate this employment. In the event such action should
be taken at any time, the Employee shall have the right to service of written
charges, reasonable notice of the hearing, and a fair and impartial hearing
before the Board of Directors.
11. It is understood by and between the parties, the Employer
and Employee, that the business of the Employer is highly confidential to the
Employer and its customers and in the event of the termination of this
agreement by the Employer or the Employee for any reason, including,
termination by the Employer for just causes, retirement by the Employee or the
resignation of the Employee, then the Employee agrees that in addition to any
other limitations, for a period of two (2) years after the termination of his
employment hereunder, he will not directly or indirectly engage in, or in any
manner be connected with or employed by any person, firm or corporation in
competition with the Employer or engage in the banking business within an area
or radius of twenty-five (25) miles of the Blountsville Office, or in any other
County within which the Employer does business.
83
4
IN WITNESS WHEREOF, the parties have executed this agreement
at Blountsville in Xxxxxx County, Alabama, on this the _9th day of December,
1995. WITNESS:
--------------------- ---------------------
Xxxxx Xxxxxxxxx Xxxxxx X. Xxxxxx, Xx.
DIRECTOR EMPLOYEE
WITNESS: COMMUNITY BANK
BLOUNTSVILLE, ALABAMA
By
------------------------ --------------------------------
Xxxxx Xxxxx Its Chairman
Director
EMPLOYER
84
