STATE OF SOUTH CAROLINA )
) EMPLOYMENT AGREEMENT
COUNTY OF XXXXXX )
THIS AGREEMENT is made between Xxxxxxx X. Xxxx, residing at 000 X. Xxxx
Xxxxxx, Xxxxxx, Xxxxx Xxxxxxxx 00000, herein referred to as Employee or
President, and Xxxxxx National Corporation, herein referred to as Employer or
Corporation, whose principal place of business is 000 X. Xxxx Xxxxxx, Xxxxxx,
Xxxxx Xxxxxxxx 00000.
WHEREAS, Employer is a National flank Corporation duly organized and
existing under the laws of the United States of America, operating and doing
business in South Carolina; and
WHEREAS, Employer and Employee desire to contract with each other
because of employee's experience in matters of banking and his knowledge of the
people of this community and state;
NOW, THEREFORE, for the reasons set forth above, and in consideration
of the mutual covenants and promises of the parties hereto, employer and
employee agree as follows;
TERM OF CONTRACT:
The term of employment shall be four (4) years and shall commence on
January 1, 1987. Additionally, on each annual anniversary date from the date of
commencement of this agreement the term of employment shall automatically be
extended for an additional one (1) year period beyond the then effective
expiration date. However, upon written notice being given by either party to the
other party the employment may be limited to four (4) years from the date of the
notice. Also, when employee reaches the age of sixty-one (61) years the
automatic extension of one (1) additional year per annum shall cease.
The duties of President shall be performed at offices located in Xxxxxx
County, South Carolina, except as the President shall from time Lo time attend
meetings, conferences and attend to other business of the Corporation.
DUTIES:
The duties of The President of The Corporation are as follows:
A. Serve as Chief Executive officer of the Corporation.
B. Direct activities of other officers of Xxxxxx National
Corporation in performance of their responsibilities and
functions.
C. Establish Corporation objectives, policies and plans.
D. Administer Board of Directors policies.
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E. Promote public relations activities of the Corporation.
F. Maintain proper attitude toward work responsibilities, including
courteous and cooperative relationships with customers and fellow
employees.
G. Perform other duties as applicable or as directed by the Board of
Directors.
H. Carry the title of President and Chief Executive Officer.
I. Report to the Board of Directors.
Employee shall devote his best efforts to Employer and shall conduct
himself in a proper manner. Hours of employment shall be as circumstances shall
reasonably dictate, taking into consideration the various civic, community and
public relations activities of the position.
Employee may serve on such boards and committees as he desires to serve
upon, provided the time required for such service does not have significant
adverse affect upon employee's job performance and provided the Board of
Directors do not object.
OFFICE:
President shall be provided such working as shall be appropriate for a
President of comparable corporations and financial institutions including, but
not limited to, an executive office appropriately located and furnished and a
late model automobile properly equipped and maintained.
Corporation shall provide President qualified administrative assistant
together appropriate supplies and equipment and office.
COMPENSATION:
(a) Corporation shall pay President an annual salary commensurate with
salary for comparable positions within the industry. This salary is to be paid
exclusive of the insurance, retirement, expense allocations and other matters
set forth in this Agreement.
(b) If the President is unable to work due to illness or injury, he
shall be compensated on the basis of his regular salary, less disability income
benefits, for a period not to exceed ninety (90) days. If the incapacity exceeds
ninety (90) days and the President is unable to perform his duties, his salary
shall then be reduced by 50% of his regular monthly salary, less disability
income benefits, for a period not to exceed six (6) months from the beginning of
the illness or injury which caused the President to be unable to work. After the
period of six (6) months if the President is unable to perform his duties this
contract shall terminate and all duties and obligations of each party to the
other as provided for in this agreement shall end and this agreement shall be of
no further force or effect.
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In the event employer merges with another entity or is purchased
through voluntary or involuntary takeover, the continuity of salary of President
shall be maintained at equal or greater level than the salary existing at the
time of merger or purchase, regardless of duties performed, if any, for a
minimum period of four (4) years from date of merger or acquisition, except that
should such event occur after employee reaches the age of sixty-one (61) years,
this employer obligation shall terminate at the end of the contract year which
coincides with employee's sixty- fifth birthday. It is further provided that if
after such merger or takeover Employee voluntarily resigns and obtains any other
employment or receives compensation as an advisor or consultant from any other
entity then all further obligations of Corporation to Employee to pay Employee's
salary shall be ended.
Provided, however, that the payments made hereunder shall be reduced in
such amounts as is necessary to ensure that the aggregate present value of all
payments made to the employee which are described in Section 280G(b) (2) of the
Internal Revenue Code of 1954, as amended, as such present value is calculated
under Section 280G(d) (4)' does not exceed 300% of the employee's base amount as
defined in Section 280G(b) (3) (A).
OTHER BENEFITS:
President shall receive fringe benefits during the contract period,
paid for by the Corporation. These benefits may change from time to time
depending upon availability, re-evaluation, group alteration of terms and
similar blanket revisions. However, the unavoidable deletion of any of the
following shall be offset by the addition of a comparable benefit so that the
present level of these benefits will be maintained as a minimum.
Included in this group are the following:
A. Group hospitalization insurance.
B. Major medical coverage.
C. Group life insurance.
D. Group disability insurance.
In addition to the other matters set forth in this agreement, employer
shall pay employee for actual expenses for travel, meals and lodging while
employee is on Corporation business, and where the expenses are known in
advance, payment shall be made in advance, if desired by the President,
otherwise to be paid in the customary manner upon the usual documentation for
the expenses incurred.
RETIREMENT PLAN:
Upon retirement, President shall receive remuneration as outlined in
the present pension plan, or any other plan made in addition, supplementation or
substitution of existing plans.
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VACATIONS AND HOLIDAYS:
President shall receive annually three (3) weeks of paid vacation, to
be used jointly or severally at the discretion of employee, notwithstanding the
requirements set forth by Banking Law applicable to this matter.
DURABILITY OF AGREEMENT:
This Agreement, for valuable consideration mutually given and mutually
received, shall transcend any sale, merger, takeover or transformation of Xxxxxx
National Corporation, its successors and assigns, whether such transition is
voluntary or involuntary and this Agreement shall be binding upon employer and
employee in all particulars.
AGREEMENT NOT TO COMPETE:
Employee, upon the event of his voluntary retirement during the term of
this agreement, or upon his breach of the agreement, shall not compete with
employer by taking a similar position with another banking institution within
the County of Marion, South Carolina, for a period of two (2) years.
MODIFICATION:
Any alteration of this Agreement shall be in writing duly and
voluntarily executed by the parties hereto.
This document constitutes the complete agreement by and between the
parties hereto.
Any differences, claims, or matters in dispute between the parties
arising out of this agreement or connected therewith, shall be determined by
South Carolina Law.
IN WITNESS WHEREOF and pursuant to action taken by the Board of
Directors of Xxxxxx National Corporation the foregoing instrument has been
executed in duplicate this 8th day of July, 1986.
[SIGNATURES OMITTED]
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