Exhibit 10.3(b)
UNITED TENNESSEE BANKSHARES, INC.
-------------------------
Guarantee Agreement with
Xxxxxxx Xxxxxxx
-------------------------
THIS AGREEMENT is entered into this day of , 1997 (the
"Effective Date"), by and between United Tennessee Bankshares, Inc. (the
"Company") and Xxxxxxx Xxxxxxx (the "Employee").
WHEREAS, the Employee has heretofore been employed by Newport Federal
Savings & Loan Association (the "Association") as its President, is experienced
in all phases of the business of the Association, and has become the
of the Company; and
WHEREAS, the Board of Directors (the "Board") of the Company believes it is
in the best interests of the Company to enter into this Agreement with the
Employee in order to encourage continuity of management of the Association and
the Company, and to reinforce the continued attention and dedication of the
Employee to his assigned duties; and
WHEREAS, the parties desire by this writing to set forth the continuing
employment relationship between the Company and the Employee.
NOW, THEREFORE, it is AGREED as follows:
1. Consideration from Company: Joint and Several Liability. In lieu of
paying the Employee a base salary during the term of this Agreement, the Company
hereby agrees that to the extent permitted by law, it shall be jointly and
severally liable with the Association for the payment of all amounts due under
the employment agreement (the "Association Agreement") of even date herewith
between the Association and the Employee, provided that Section 10(f) of the
Association Agreement shall be inapplicable to this Agreement. Nevertheless,
the Board may in its discretion at any time during the term of this Agreement
agree to pay the Employee a base salary for the remaining term of this
Agreement. If the Board agrees to pay such salary, the Board shall thereafter
review, not less often than annually, the rate of the Employee's salary, and in
its sole discretion may decide to increase his salary.
2. Discretionary Bonuses; Participation in Retirement, Medical and Other
Plans. The Employee shall participate in an equitable manner with all other
senior management employees of the Company in discretionary bonuses that the
Board may award from time to time to the Company's senior management employees,
as well as in (i) any of the following plans or programs that the Company may
now or in the future maintain: group hospitalization, disability, health,
dental, sick leave, life insurance, travel and/or accident insurance, auto
allowance/auto
lease, retirement, pension, and/or other present or future qualified plans
provided by the Company, generally which benefits, taken as a whole, must be
at least as favorable as those in effect on the Effective Date; and (ii) any
fringe benefits which are or may become available to the Company's senior
management employees, including for example: any stock option or incentive
compensation plans, and any other benefits which are commensurate with the
responsibilities and functions to be performed by the Employee under this
Agreement.
3. Indemnification. The Company agrees that its Bylaws shall continue to
provide for indemnification of directors, officers, employees and agents of the
Company, including the Employee, during the full term of this Agreement, and to
at all times provide adequate insurance for such purposes.
4. Successors and Assigns.
(a) Company. This Agreement shall inure to the benefit of and be
binding upon any corporate or other successor of the Company which shall
acquire, directly or indirectly, by merger, consolidation, purchase or
otherwise, all or substantially all of the assets or stock of the Company.
(b) Employee. Since the Company is contracting for the unique and
personal skills of the Employee, the Employee shall be precluded from assigning
or delegating his rights or duties hereunder without first obtaining the written
consent of the Company; provided, however, that nothing in this paragraph shall
preclude (i) the Employee from designating a beneficiary to receive any benefit
payable hereunder upon his death, or (ii) the executors, administrators, or
other legal representatives of the Employee or his estate from assigning any
rights hereunder to the person or persons entitled thereunto.
(c) Attachment. Except as required by law, no right to receive
payments under this Agreement shall be subject to anticipation, commutation,
alienation, sale, assignment, encumbrance, charge, pledge, or hypothecation or
to exclusion, attachment, levy or similar process or assignment by operation of
law, and any attempt, voluntary or involuntary, to effect any such action shall
be null, void and of no effect.
5. Amendments. No amendments or additions to this Agreement shall be
binding unless made in writing and signed by all of the parties, except as
herein otherwise specifically provided.
6. Applicable Law. Except to the extent preempted by Federal law, the
laws of the State of Tennessee shall govern this Agreement in all respects,
whether as to its validity, construction, capacity, performance or otherwise.
7. Severability. The provisions of this Agreement shall be deemed
severable and the invalidity or unenforceability of any provision shall not
affect the validity or enforceability of the other provisions hereof.
8. Entire Agreement. This Agreement, together with any understanding or
modifications thereof as agreed to in writing by the parties, shall constitute
the entire agreement between the parties hereto.
IN WITNESS WHEREOF, the parties have executed this Agreement on the day and
year first hereinabove written.
ATTEST: UNITED TENNESSEE BANKSHARES, INC.
By:
------------------------ -------------------------------
Secretary Its Chairman of the Board
WITNESS:
------------------------ ----------------------------------
Xxxxxxx Xxxxxxx
-3-
UNITED TENNESSEE BANKSHARES, INC.
--------------------------
Guarantee Agreement with
Xxxxx Xxxxxx
--------------------------
THIS AGREEMENT is entered into this day of , 1997 (the
"Effective Date"), by and between United Tennessee Bankshares, Inc. (the
"Company") and Xxxxx Xxxxxx (the "Employee").
WHEREAS, the Employee has heretofore been employed by Newport Federal
Savings & Loan Association (the "Association") as its Vice President and
Treasurer, is experienced in all phases of the business of the Association, and
has become the of the Company; and
WHEREAS, the Board of Directors (the "Board") of the Company believes it is
in the best interests of the Company to enter into this Agreement with the
Employee in order to encourage continuity of management of the Association and
the Company, and to reinforce the continued attention and dedication of the
Employee to her assigned duties; and
WHEREAS, the parties desire by this writing to set forth the continuing
employment relationship between the Company and the Employee.
NOW, THEREFORE, it is AGREED as follows:
1. Consideration from Company: Joint and Several Liability. In lieu of
paying the Employee a base salary during the term of this Agreement, the Company
hereby agrees that to the extent permitted by law, it shall be jointly and
severally liable with the Association for the payment of all amounts due under
the employment agreement (the "Association Agreement") of even date herewith
between the Association and the Employee, provided that Section 10(f) of the
Association Agreement shall be inapplicable to this Agreement. Nevertheless,
the Board may in its discretion at any time during the term of this Agreement
agree to pay the Employee a base salary for the remaining term of this
Agreement. If the Board agrees to pay such salary, the Board shall thereafter
review, not less often than annually, the rate of the Employee's salary, and in
its sole discretion may decide to increase her salary.
2. Discretionary Bonuses; Participation in Retirement, Medical and Other
Plans. The Employee shall participate in an equitable manner with all other
senior management employees of the Company in discretionary bonuses that the
Board may award from time to time to the Company's senior management employees,
as well as in (i) any of the following plans or programs that the Company may
now or in the future maintain: group hospitalization, disability,
health, dental, sick leave, life insurance, travel and/or accident insurance,
auto allowance/auto lease, retirement, pension, and/or other present or
future qualified plans provided by the Company, generally which benefits,
taken as a whole, must be at least as favorable as those in effect on the
Effective Date; and (ii) any fringe benefits which are or may become
available to the Company's senior management employees, including for
example: any stock option or incentive compensation plans, and any other
benefits which are commensurate with the responsibilities and functions to be
performed by the Employee under this Agreement.
3. Indemnification. The Company agrees that its Bylaws shall continue to
provide for indemnification of directors, officers, employees and agents of the
Company, including the Employee, during the full term of this Agreement, and to
at all times provide adequate insurance for such purposes.
4. Successors and Assigns.
(a) Company. This Agreement shall inure to the benefit of and be
binding upon any corporate or other successor of the Company which shall
acquire, directly or indirectly, by merger, consolidation, purchase or
otherwise, all or substantially all of the assets or stock of the Company.
(b) Employee. Since the Company is contracting for the unique and
personal skills of the Employee, the Employee shall be precluded from assigning
or delegating her rights or duties hereunder without first obtaining the written
consent of the Company; provided, however, that nothing in this paragraph shall
preclude (i) the Employee from designating a beneficiary to receive any benefit
payable hereunder upon her death, or (ii) the executors, administrators, or
other legal representatives of the Employee or her estate from assigning any
rights hereunder to the person or persons entitled thereunto.
(c) Attachment. Except as required by law, no right to receive
payments under this Agreement shall be subject to anticipation, commutation,
alienation, sale, assignment, encumbrance, charge, pledge, or hypothecation or
to exclusion, attachment, levy or similar process or assignment by operation of
law, and any attempt, voluntary or involuntary, to effect any such action shall
be null, void and of no effect.
5. Amendments. No amendments or additions to this Agreement shall be
binding unless made in writing and signed by all of the parties, except as
herein otherwise specifically provided.
6. Applicable Law. Except to the extent preempted by Federal law, the
laws of the State of Tennessee shall govern this Agreement in all respects,
whether as to its validity, construction, capacity, performance or otherwise.
-2-
7. Severability. The provisions of this Agreement shall be deemed
severable and the invalidity or unenforceability of any provision shall not
affect the validity or enforceability of the other provisions hereof.
8. Entire Agreement. This Agreement, together with any understanding or
modifications thereof as agreed to in writing by the parties, shall constitute
the entire agreement between the parties hereto.
IN WITNESS WHEREOF, the parties have executed this Agreement on the day and
year first hereinabove written.
ATTEST: UNITED TENNESSEE BANKSHARES, INC.
By:
------------------------ -------------------------------
Secretary Its Chairman of the Board
WITNESS:
------------------------ ----------------------------------
Xxxxx Xxxxxx
-3-
UNITED TENNESSEE BANKSHARES, INC.
--------------------------
Guarantee Agreement with
Xxxxx Xxxxxxx
--------------------------
THIS AGREEMENT is entered into this day of , 1997 (the
"Effective Date"), by and between United Tennessee Bankshares, Inc. (the
"Company") and Xxxxx Xxxxxxx (the "Employee").
WHEREAS, the Employee has heretofore been employed by Newport Federal
Savings & Loan Association (the "Association") as its Branch Manager and
Assistant Secretary, is experienced in all phases of the business of the
Association, and has become the of the Company; and
WHEREAS, the Board of Directors (the "Board") of the Company believes it is
in the best interests of the Company to enter into this Agreement with the
Employee in order to encourage continuity of management of the Association and
the Company, and to reinforce the continued attention and dedication of the
Employee to her assigned duties; and
WHEREAS, the parties desire by this writing to set forth the continuing
employment relationship between the Company and the Employee.
NOW, THEREFORE, it is AGREED as follows:
1. Consideration from Company: Joint and Several Liability. In lieu of
paying the Employee a base salary during the term of this Agreement, the Company
hereby agrees that to the extent permitted by law, it shall be jointly and
severally liable with the Association for the payment of all amounts due under
the employment agreement (the "Association Agreement") of even date herewith
between the Association and the Employee, provided that Section 10(f) of the
Association Agreement shall be inapplicable to this Agreement. Nevertheless,
the Board may in its discretion at any time during the term of this Agreement
agree to pay the Employee a base salary for the remaining term of this
Agreement. If the Board agrees to pay such salary, the Board shall thereafter
review, not less often than annually, the rate of the Employee's salary, and in
its sole discretion may decide to increase her salary.
2. Discretionary Bonuses; Participation in Retirement, Medical and Other
Plans. The Employee shall participate in an equitable manner with all other
senior management employees of the Company in discretionary bonuses that the
Board may award from time to time to the Company's senior management employees,
as well as in (i) any of the following plans or programs that the Company may
now or in the future maintain: group hospitalization, disability,
health, dental, sick leave, life insurance, travel and/or accident insurance,
auto allowance/auto lease, retirement, pension, and/or other present or
future qualified plans provided by the Company, generally which benefits,
taken as a whole, must be at least as favorable as those in effect on the
Effective Date; and (ii) any fringe benefits which are or may become
available to the Company's senior management employees, including for
example: any stock option or incentive compensation plans, and any other
benefits which are commensurate with the responsibilities and functions to be
performed by the Employee under this Agreement.
3. Indemnification. The Company agrees that its Bylaws shall continue to
provide for indemnification of directors, officers, employees and agents of the
Company, including the Employee, during the full term of this Agreement, and to
at all times provide adequate insurance for such purposes.
4. Successors and Assigns.
(a) Company. This Agreement shall inure to the benefit of and be
binding upon any corporate or other successor of the Company which shall
acquire, directly or indirectly, by merger, consolidation, purchase or
otherwise, all or substantially all of the assets or stock of the Company.
(b) Employee. Since the Company is contracting for the unique and
personal skills of the Employee, the Employee shall be precluded from assigning
or delegating her rights or duties hereunder without first obtaining the written
consent of the Company; provided, however, that nothing in this paragraph shall
preclude (i) the Employee from designating a beneficiary to receive any benefit
payable hereunder upon her death, or (ii) the executors, administrators, or
other legal representatives of the Employee or her estate from assigning any
rights hereunder to the person or persons entitled thereunto.
(c) Attachment. Except as required by law, no right to receive
payments under this Agreement shall be subject to anticipation, commutation,
alienation, sale, assignment, encumbrance, charge, pledge, or hypothecation or
to exclusion, attachment, levy or similar process or assignment by operation of
law, and any attempt, voluntary or involuntary, to effect any such action shall
be null, void and of no effect.
5. Amendments. No amendments or additions to this Agreement shall be
binding unless made in writing and signed by all of the parties, except as
herein otherwise specifically provided.
6. Applicable Law. Except to the extent preempted by Federal law, the
laws of the State of Tennessee shall govern this Agreement in all respects,
whether as to its validity, construction, capacity, performance or otherwise.
-2-
7. Severability. The provisions of this Agreement shall be deemed
severable and the invalidity or unenforceability of any provision shall not
affect the validity or enforceability of the other provisions hereof.
8. Entire Agreement. This Agreement, together with any understanding or
modifications thereof as agreed to in writing by the parties, shall constitute
the entire agreement between the parties hereto.
IN WITNESS WHEREOF, the parties have executed this Agreement on the day and
year first hereinabove written.
ATTEST: UNITED TENNESSEE BANKSHARES, INC.
By:
------------------------ ------------------------------
Secretary Its Chairman of the Board
WITNESS:
------------------------ ---------------------------------
Xxxxx Xxxxxxx
-3-
