Exhibit 10.5
EMPLOYMENT AGREEMENT
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THIS EMPLOYMENT AGREEMENT (this "Agreement"), is made and entered into as
of September 1, 2001, by and between Xxxxxx X. Xxxxxx, a resident of the State
of Georgia ("Employee"), and UCB Financial Group, Inc. ("UCB"), a Georgia
corporation.
WITNESSETH
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WHEREAS, UCB wishes to obtain assurances from Employee that UCB will have
the benefit of Employee's services on the terms and subject to the conditions
set forth herein; and
WHEREAS, Employee wishes to obtain assurances from UCB that he will be
employed on the terms and subject to the conditions set forth herein.
WHEREAS, UCB intends to capitalize and acquire all of the stock of United
Commercial Bank (the "Bank"), a bank to be organized under the laws of the State
of Georgia, upon its formation and obtainment of all regulatory approval.
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements
contained herein, UCB and the Bank, when it is organized, and Employee agree as
follows:
1. Employment. UCB hereby employs Employee, and Employee hereby accepts
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such employment and agrees to perform services for UCB and the Bank, for the
period and upon the other terms and conditions set forth in this Agreement.
2. Term. Commencing as of the date of this Agreement, the term (the
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"Term") of the Employee's employment hereunder shall be for a period of three
(3) years and such extended periods as set forth herein, subject to earlier
termination as hereinafter specified. Unless otherwise notified in writing by
the other party at least ninety (90) days in advance of the next scheduled
termination date, this Agreement shall be automatically extended for successive
one-year terms.
3. Position and Duties.
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3.01 Service with UCB and the Bank. During the term of this
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Agreement, Employee shall serve as, and his titled shall be, Executive Vice
President. In such position, Employee agrees to perform such employment duties
consistent with such position as the President/Chief Executive Officer of UCB
shall assign to him from time to time. When the Bank is organized Employee shall
also be employed by the Bank as its Executive Vice President and shall perform
such duties consistent with such position as the President/Chief Executive
Officer of the Bank shall assign to him from time to time.
3.02 Performance of Duties. Employee agrees to serve UCB and the Bank
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faithfully and to the best of his ability shall devote his full time, attention,
efforts, energy and skill to the diligent performance of his duties as an
officer of the Bank and UCB. During the Term hereof, Employee shall not serve as
an officer, director or employee of any other entity not affiliated with UCB or
the Bank without the prior written consent of the President/Chief Executive
Officer of UCB or the Bank. Notwithstanding the foregoing: (i) Employee may
pursue such personal investment and financial matters as do not conflict with
his obligations and commitments to UCB and the Bank; (ii) Employee may
participate in charitable, religious or civic activities such as serving on a
school board, church board or community fund committee; and (iii) Employee may
participate in such other activities as the President/Chief Executive Officer of
UCB or the Bank may from time to time approve in writing. Employee hereby
confirms that he is under no contractual commitments inconsistent with his
obligations set forth in this Agreement.
4. Compensation.
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4.01 Base Salary. As compensation for all services to be rendered by
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Employee under this Agreement, UCB and the Bank shall pay to Employee an initial
annual base salary for the period from October 1, 2001 through and including
September 30, 2002, of $120,000.00. Thereafter, the Boards of Directors of UCB
and the Bank shall review Employee's base salary annually and in their sole
discretion may increase Employee's base salary from year to year; provided that
commencing in the year 2003 the base salary shall be subject to a minimum annual
increase by an amount equal to the product of (i) the "CPI Adjustment"
(hereinafter defined) multiplied by (ii) the base salary in effect immediately
prior to such increase. The effective date of all such increases shall be
retroactive to January 1 of the year in which the adjustment takes effect
notwithstanding the fact that the CPI Adjustment generally will not be capable
of being calculated until some time in February or March of such year. The base
salary described in this Section 4.01, as it may be increased from time to time,
is referred to herein as the "Base Salary." The Base Salary shall be paid in
accordance with UCB's and the Bank's normal payroll procedures and policies.
For purposes of this Section 4.01, "CPI Adjustment" shall mean the
percentage increase, if any, in the "CPI-U Index" (hereinafter defined) between
(i) the average CPI-U Index for the year in which the Base Salary adjustment in
question is to take effect and (ii) the average CPI-U Index for the immediately
preceding year. "CPI-U Index" shall mean the "Consumer Price Index For All Urban
Consumers, Atlanta, Georgia (1982-84=100)" as published by the Bureau of Labor
Statistics of the United States Department of Labor. If the CPI Adjustment is
zero or a negative number, the amount of the CPI Adjustment shall, for purposes
of this Section 4.01, be deemed to be zero.
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4.02 Incentive Compensation.
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Until an Officer and Employee Incentive Program (the "Incentive
Program") is implemented, the President/Chief Executive Officer of UCB or the
Bank, will determine the amount of any performance bonus to be awarded to the
executive officers. For the first three years, the Employee will be awarded an
annual bonus of $15,000 as long as he exceeds the mutually agreed upon
performance goals. After the first three years the Employee will be awarded an
incentive bonus under the Incentive Program. The Incentive Program will provide
for the awarding of performance bonuses, based upon the achievement of certain
goals. This section will not be effective until the Bank is cumulatively
profitable.
4.03 Stock Options.
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Upon the formation and capitalization of the Bank by UCB, the
Employee will be awarded options to purchase 25,000 shares of the common stock
of UCB. It is the intent of the parties that the options shall qualify as
"Incentive Stock Options" within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended. The per share option exercise price shall be
the greater of the fair market value of a share of the common stock of UCB at
the time of the grant or ten dollars ($10).
The options granted to the Employee pursuant to this Section 4.03
may be exercised by the Employee, in whole or in part, at any time or from time
to time during the period that this Agreement is in effect through the earlier
of ten (10) years from the date of grant of such options or three (3) months
after the termination of the Employee's employment with UCB.
4.04 Participation in Benefit Plans. Employee shall also be entitled
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to participate, on a comparable basis with other senior executives of UCB or the
Bank, in all employee benefit plans or programs of UCB or the Bank in effect
from time to time including, but not limited to, profit sharing, stock options,
retirement, medical, dental, life and disability insurance programs. The
employee shall be entitled to a comprehensive annual physical paid by UCB or the
Bank.
4.05 Expenses. In accordance with UCB's or the Bank's policies
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established from time to time, UCB or the Bank shall pay or reimburse Employee
for all reasonable and necessary out-of-pocket expenses incurred by him in the
performance of his duties under this Agreement, subject to the presentment of
appropriate vouchers and receipts. Employee shall be allowed an automobile
allowance of $300 per month.
4.06 Other Benefits. At such reasonable times as the President/Chief
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Executive Officer of UCB or the Bank shall in his discretion permit, the
Employee shall be entitled, without loss of pay, to absent himself voluntarily
from the performance of his employment under this Agreement, all such voluntary
absences to count as vacation time, provided that:
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(a) The Employee shall be entitled to an annual vacation of four
(4) weeks per year; and
(b) The timing of vacations shall be scheduled in a reasonable
manner by the Employee with the President/Chief Executive Officer's approval.
The Employee shall not be entitled to receive any additional compensation from
UCB or the Bank on account of his failure to take a vacation; nor shall he be
entitled to accumulate unused vacation time from one calendar year to the next.
5. Confidentiality.
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5.01 General. In Employee's position as an employee of UCB and the
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Bank, Employee has had and will have access to confidential information, trade
secrets and other proprietary information of vital importance to UCB and the
Bank. UCB and the Bank require as a condition to Employee's employment with UCB
and the Bank that Employee agrees to certain restrictions on Employee's use of
proprietary information and valuable relationships developed during Employee's
employment with UCB and the Bank. In consideration of the terms and conditions
contained herein, the parties hereby agree as follows:
5.02 Fiduciary Responsibility. UCB and the Bank and Employee mutually
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agree and acknowledge that UCB and the Bank may entrust Employee with highly
sensitive confidential, restricted and proprietary information concerning
various "Business Opportunities" (hereinafter defined), customer lists, and
personnel matters. Employee acknowledges that, as an essential element of
Employee's employment with UCB and the Bank, Employee shall have a fiduciary
responsibility to UCB and the Bank to protect such information from use or
disclosure that is not necessary for the performance of Employee's duties
hereunder.
5.03 Definitions. For the purposes of this Agreement, the following
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definitions shall apply:
(a) "Trade Secrets" mean information, without regard to form,
including, but not limited to, technical or non-technical 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: (i) are not commonly known by or
available to the public; (ii) derive 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 (iii) are the subject of efforts that are reasonable under the
circumstances to maintain their secrecy. Trade Secret also shall include any
other information defined as a "trade secret" under the Georgia Trade Secrets
Act of 1990, O.C.G.A. Section 10-1-760 through Section 10-1-767.
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(b) "Confidential Information" shall mean any data or
information, other than Trade Secrets, which is material to UCB or the Bank and
which is not generally known by the public. Confidential Information shall
include, but not be limited to, data or information related to: (i) the taking
of deposits, making loans and extensions of credit, cashing checks, and other
operations incident to the business of banking (the "Business of UCB or the
Bank"); (ii) any information pertaining to the identity of the customers,
depositors or borrowers served by, of Business Opportunities (hereinafter
defined) or UCB or the Bank; (iii) the details of this Agreement, UCB's or the
Bank's respective business, marketing and acquisition plans; (iv) financial
statements and projections, and the costs of the services UCB or the Bank may
offer or provide to the customers they serve, to the extent such information is
material to UCB or the Bank and not generally known by the public; and (v)
information acquired by Employee from the Bank relating to the Bank's methods of
doing business.
(c) "Business Opportunities" shall mean any specialized
information or plans of UCB or the Bank concerning the business of UCB or the
Bank, including but not limited to, the financing of or investment by UCB or the
Bank, any target entity, business or project, together with all related
information concerning the specifics of any contemplated financing, investment,
acquisition or purchase (including pricing, terms and the identity of such
person, business or project) regardless of whether UCB or the Bank has entered
any agreement, made any commitment or issued any bid or offer to such person,
business or project.
(d) Notwithstanding the definitions of Trade Secrets,
Confidential Information and Business Opportunities set forth above, Trade
Secrets, Confidential Information and Business Opportunities shall not include
any information:
(i) that is or becomes generally known to the public (other
than as a result of a breach of this Agreement by Employee);
(ii) that is developed by Employee after termination of
employment through entirely independent efforts;
(iii) that Employee obtains from an independent source
having a bona fide right to use and disclose such information;
(iv) that is required to be disclosed by law, except to the
extent eligible for special treatment under an appropriate protective order; or
(v) that the respective Boards of Directors of UCB and the
Bank approve for unrestricted release by express written authorization.
5.04 Trade Secrets. Employee shall not, without the prior written
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consent of the President/Chief Executive Officer of UCB or the Bank, during his
employment with UCB and the Bank and for so long thereafter as the information
or data remains Trade Secrets, use or disclose, or negligently permit any
unauthorized person
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who is not an employee of UCB or the Bank to use, disclose, or gain access to,
any Trade Secrets of UCB or the Bank, or of any of their subsidiaries or
affiliates, or of any other person or entity making Trade Secrets available for
UCB's or the Bank's (or any of their subsidiaries or affiliates') use.
5.05 Confidential Information. Employee shall not, without the prior
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written consent of the President/Chief Executive Officer of UCB or the Bank,
during his employment with UCB and the Bank and for a period of one (1) year
after termination of his employment for any reason, as long as the information
or data remains competitively sensitive, use or disclose, or negligently permit
any unauthorized person who is not employed by UCB or the Bank to use, disclose,
or gain access to, any Confidential Information to which the employee obtained
access by virtue of his employment with UCB and the Bank.
5.06 Observance of Security Measures. During Employee's employment
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with UCB and the Bank, Employee is required to observe all security measures
adopted to protect Trade Secrets, Confidential Information and Business
Opportunities of UCB or the Bank.
6. Solicitation of Customer, Borrowers or Depositors.
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6.01 After Termination of Employment. Upon termination of Employee's
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employment for any reason, Employee shall not, directly or indirectly, as
principal, agent, trustee or consultant or through the agency of any
corporation, partnership, association, trust or other entity or person, on
Employee's own behalf or for others, within one (1) year after such termination,
actively solicit, divert or take away, or attempt to actively solicit, divert,
or take away any customers of UCB or the Bank for the purpose of providing
services which constitute the Business of UCB and the Bank.
6.02 During Employment. During Employee's employment with UCB and
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the Bank, Employee shall not, except on behalf of UCB or the Bank, solicit,
divert, take away or accept the business of, or attempt to solicit, divert or
take away the business of, any of the customers, depositors or borrowers of UCB
and the Bank for the purpose of performing the Business of UCB and the Bank for
such customers.
7. Non-Interference with Personnel Relations.
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Employee shall not, during his employment with UCB and the Bank and
for a period of one (1) year after the termination of his employment with UCB
and the Bank for any reason, knowingly solicit, entice or persuade any other
employees or agent of UCB or the Bank (or of any of their subsidiaries or
affiliates) to leave the services of UCB or the Bank (or such subsidiary or
affiliate).
8. Notification of Subsequent Employment.
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During a period of one (1) year after the termination of Employee's
employment with UCB and the Bank, Employee shall notify UCB and the Bank in
writing, within thirty (30) days after accepting employment with any other
corporation, partnership, association, person, organization or other entity, of
the name and address of Employee's new employer and Employee's functions with
his new employer.
9. Covenant Not to Compete.
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9.01 General. For purposes of this Section 9, UCB and the Bank and
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Employee conduct the following business in the following territory:
(a) UCB is engaged in the business of transacting business as a
holding company with the Bank as its subsidiary bank which accepts deposits,
makes loans, cashes checks and otherwise engages in the business of banking;
(b) UCB and the Bank actively conduct the Business of UCB and
the Bank within a twenty (20) mile radius of the location of UCB and the Bank at
0000 Xxx Xxxxxxxxx Xxxxx, Xxxxxxx, Xxxxxxx 00000 (the "Geographic Area"); and
(c) Employee has established business relationships and
performs the duties required of Employee under this Agreement in the Geographic
Area and will work exclusively in the Geographic Area while in the employ of UCB
and the Bank.
9.02 Non-Competition. Employee covenants and agrees that for a period
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of one (1) year after the termination of his employment with UCB and the Bank
without "cause" and for six (6) months after termination of his employment with
UCB and the Bank with "Cause" ("Cause" is defined in Section 10.01 (c) below),
Employee shall not directly or indirectly, as principal, agent, trustee,
consultant or through the agency of any corporation, partnership, association,
trust or other entity or person, on Employee's own behalf or for others, provide
services that are the same as or similar to the services provided by Employee
under this Agreement to or for the benefit of any entity or person conducting a
business similar to the Business of UCB and the Bank within the Geographic Area.
10. Termination.
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10.01 Grounds for Termination. This Agreement shall terminate prior
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to the expiration of the initial Term set forth in Section 2 or any extension
thereof in the event that anytime during such initial Term or any extension
thereof:
(a) UCB or the Bank shall give notice to Employee that UCB or
the Bank is terminating this Agreement without cause, which notice shall specify
the effective date of Employee's termination;
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(b) Employee shall die or the Board of Directors of UCB or the
Bank shall determine that Employee has become disabled (as defined in Section
10.02); or
(c) The President/Chief Executive Officer of UCB or the Bank
shall determine that Cause exists. "Cause" means: (i) having been convicted
under the laws of any government jurisdiction of: (A) a felony; or (B) a
criminal offense which is not a felony but which has a material adverse effect
on UCB or the Bank (or any of their subsidiaries or affiliates) or on the
ability of Employee to carry out his duties hereunder (provided, however, that
in no event shall minor traffic violations constitute "Cause"); (ii) having
committed any action constituting theft or fraud against UCB or the Bank (or any
of their subsidiaries or affiliates); (iii) the breach of any of the Employee's
covenants or obligations hereunder; (iv) the knowing failure of the Employee to
follow specific directives of the President/Chief Executive Officer of UCB or
the Bank consistent with Employee's duties; or (v) the termination by Employee
of his employment hereunder prior to the expiration of the term of this
Agreement, unless such termination is pursuant to Sections 10.01(d), 10.01(e) or
10.01(f) hereof.
(d) Employee shall determine that UCB or the Bank has breached
this Agreement in any material respect (including, but not limited to, UCB's or
the Bank's failure to make any payment required under this Agreement), which
breach is not cured by UCB or the Bank within thirty (30) days after written
notice of such breach is delivered to UCB or the Bank by the Employee.
(e) Employee, within thirty (30) days following the occurrence of
a "Change in Control" (as defined in Section 10.03), notifies UCB in writing
that he is electing to terminate this Agreement pursuant to this Section
10.01(e).
(f) The failure of the Bank for any reason to obtain a Charter
and commence a banking business.
Notwithstanding any termination of this Agreement, in consideration of
his employment hereunder to the date of such termination, to the extent
specifically provided for herein, the Employee shall remain bound by the
provisions of this Agreement which specifically relate to periods subsequent to
the termination of Employee's employment hereunder.
10.02 "Disability" Defined. The Board of Directors of UCB or the Bank
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may, in its discretion reasonably exercised, determine that Employee has become
disabled, for the purpose of Section 10.01(b) of this Agreement, in the event
that Employee shall fail, in one or more material respects, because of illness
or other physical or mental incapacity, to render services of the character
contemplated by this Agreement for an aggregate of more than sixty (60) calendar
days during any period of one hundred twenty (120) consecutive days.
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10.03 "Change in Control" Defined. For purposes of this Agreement, a
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"Change in Control" shall be deemed to have occurred if more than fifty percent
(50%) of UCB's outstanding common stock or equivalent in voting power of any
class or classes of outstanding securities of UCB entitled to vote in elections
of its directors, shall be acquired by any person or group of persons acting in
concert. Additionally, a "Change in Control" shall be deemed to have occurred
if: (i) more than fifty percent (50%) of the Bank's outstanding common stock or
equivalent in voting power of any class or classes of outstanding securities of
the Bank entitled to vote in elections of its directors, shall be acquired by
any person or group of persons acting in concert; or (ii) substantially all of
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the assets of UCB or the Bank shall be sold to another person or entity.
10.04 Surrender of Records and Property. Upon the request of UCB or
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the Bank and, in any event, upon termination of his employment with UCB or the
Bank, Employee shall deliver promptly to UCB and the Bank all records, manuals,
books, blank forms, documents, letters, memoranda, notes, notebooks, reports,
data, tables, calculations or copies thereof, which are the property of UCB or
the Bank (or any of their subsidiaries of affiliates) and which relate in any
way to the business, products, practices or techniques of UCB or the Bank (or
any of their subsidiaries or affiliates), and all other property, Trade Secrets
and Confidential Information of UCB and the Bank (or any of their subsidiaries
or affiliates), including, but not limited to, all documents which in whole or
in part contain any Trade Secrets or Confidential Information of UCB or the Bank
(or any of their subsidiaries or affiliates), which in any of these cases are in
his possession or under his control.
11. Compensation Under Termination.
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11.01 Sections 10.01(a), (d) and (e) Termination. In the event this
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Agreement is terminated pursuant to Section 10.01(a), 10.01(d) or 10.01(e)
hereof, Employee will receive a lump sum payment equal to the "Severance Amount"
(hereinafter defined), in addition to (i) payment of Employee of his then
current Base Salary through the effective date of termination and (ii)
reimbursement of expenses incurred by employee in accordance with Section 4.05
hereof. Additionally, in the event this Agreement is terminated pursuant to
Section 10.01(a), 10.01(d) or 10.01(e) hereof, Employee shall be entitled to
receive any bonus, or pro rata portion thereof, to which Employee shall be
entitled pursuant to Section 4.02 hereof, provided that any such bonus shall be
paid in accordance with Section 4.02. For purposes of this Section 11.01
"Severance Amount" shall mean an amount equal to the annual Base Salary in
effect on the date of termination.
11.02 Sections 10.01(b), (c) and (f) Termination. In the event this
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Agreement is terminated pursuant to Sections 10.01(b),10.01(c) or 10.01(f),
Employee shall not be entitled to any compensation other than (i) payment of his
then current Base Salary accrued through the effective date of termination and
(ii) reimbursement of expenses incurred by Employee in accordance with Section
4.05 hereof, and all rights of Employee to further compensation shall thereupon
cease and be terminated.
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12. Assignment and Inurement. This Agreement shall inure to the benefit
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of and be binding upon the parties hereto and his respective heirs, successors,
administrators, and permitted assigns. This is a personal service contract and,
except to the extent specifically contemplated hereby, may not be assigned by
Employee without the prior written consent of UCB and the Bank.
13. Injunctive Relief. Employee agrees that it would be difficult to
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compensate fully for damages for any violation of the provisions of this
Agreement, including without limitation the provisions of Sections 5, 6, 7, 8, 9
and 10.04. Accordingly, Employee specifically agrees that UCB or the Bank shall
be entitled to temporary and permanent injunctive relief to enforce the
provisions of this Agreement. This provision with respect to injunctive relief
shall not, however, diminish the right of UCB or the Bank to claim and recover
damages in addition to injunctive relief.
Notwithstanding anything in Section 15 hereof to the contrary, any
party to this Agreement may petition the Superior Court of Xxxxxx County,
Georgia, for temporary injunctive relief. All disputes, controversies or claims
arising out of or related to this Agreement, other than a request for temporary
injunctive relief, shall be resolved in accordance with the provisions of
Section 15 hereof. The parties hereby agree that jurisdiction and venue for any
action seeking temporary injunctive relief pursuant to this Section 13 shall lie
in the Superior Court of Xxxxxx County, Georgia. The parties hereby agree,
further, that any temporary restraining order entered pursuant to this Section
13 shall remain in effect until the dispute giving rise thereto is resolved
pursuant to the provisions of Section 15 and the parties agree to enter into any
and all consent orders required to maintain such temporary restraining order in
effect until such time.
14. Miscellaneous.
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14.01 Governing Law. This Agreement is made under and shall be
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governed by and construed in accordance with the laws of Georgia.
14.02 Prior Agreements. This Agreement contains the entire agreement
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of the parties relating to the subject matter hereof and supersedes all prior
agreement and understandings with respect to such subject matter, and the
parties hereto have made no agreement, representations or warranties relating to
the subject matter of this Agreement which are not set forth herein.
14.03 Withholding Taxes. UCB and the Bank may withhold from any
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benefits payable under this Agreement all federal, state, city and other taxes
as shall be required pursuant to any law or government regulation or ruling.
14.04 Amendments. No amendment, modification or waiver of this
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Agreement or any provisions hereof shall be deemed effective unless made in
writing signed by the party against whom enforcement of the amendment,
modification or waiver is sought. Any written waiver shall not be deemed a
continuing waiver unless specifically stated and shall operate only as to the
specific term or condition waived.
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14.05 Notices. Any notice, request, demand or other document to
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be given hereunder shall be in writing, and shall be delivered personally or
sent by registered, certified or express mail or facsimile followed by mail as
follows:
If to UCB or the Bank:
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United Commercial Bank
0000 Xxx Xxxxxxxxx Xxxxx
Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
Attention: Chief Executive Officer
If to Employee:
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Xxxxxx X. Xxxxxx
0000 Xxxxxxx Xxxx
Xxxxxxxx, Xxxxxxx 00000
Or to such other address as either party hereto may hereafter duly give to the
other.
14.06 Severability. To the extent any provision of this
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Agreement shall be invalid or unenforceable, it shall be considered deleted
herefrom and the remainder of such provisions and of this Agreement shall be
unaffected and shall continue in full force and effect. In furtherance and not
in limitation of the foregoing, should the duration or geographical extent of,
or business activities covered by any provisions of this Agreement be in excess
of that which is valid or enforceable under applicable law, then such provision
shall be construed to cover only that duration, extent or activities which may
validly and enforceably be covered. Employee acknowledges the uncertainty of the
law in this respect and expressly stipulates that this Agreement be given the
construction which renders its provisions valid and enforceable to the maximum
extent (not exceeding its express terms) possible under applicable law.
15. Arbitration. Any and all disputes, controversies or claims
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arising out of or related to this Agreement (other than a request for a
temporary restraining order pursuant to Section 13 hereof), shall be resolved by
binding arbitration in accordance with the Commercial Arbitration Association
("AAA"). Judgment upon the award rendered by the arbitrators may be entered in
any court having jurisdiction thereof. In the event of any inconsistency between
the provisions of this Section 15 and AAA's Commercial Arbitration Rules, the
provisions of this Section 15 shall govern. Any party may initiate arbitration
by serving written notice of its intention to arbitrate on the other parties.
The venue of any such arbitration shall be Atlanta, Georgia. The arbitration
panel shall consist of three arbitrators selected as follows. Within thirty (30)
days following the date on which the arbitration provisions of this Section 15
is invoked by a party, Employee, on the one hand, and UCB and/or the Bank, on
the other, shall each select an arbitrator from a list of arbitrators provided
by AAA. The lists from which Employee and UCB and/or the Bank select their
respective arbitrators shall be identical.
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If either Employee or UCB and/or the Bank fails to select its arbitrator within
the time required, the other shall be entitled to select its arbitrator for it.
Within fifteen (15) days following the selection of the last to be selected of
the two (2) arbitrators, the two (2) arbitrators so selected shall select a
third arbitrator. A preliminary arbitration hearing shall be held within thirty
(30) days following the preliminary hearing. The arbitration panel shall deliver
its award in writing, including findings of facts, to the parties within thirty
(30) days following the final arbitration hearing. Evidence and testimony shall
be admitted in accordance with the Federal Rules of Evidence. The arbitration
panel shall have authority to grant temporary or permanent injunctive relief or
other equitable remedies. Each party shall bear its own costs and expenses of
the arbitration proceeding.
____________________ __________________ _________________
UCB Bank Employee
IN WITNESS WHEREOF, UCB and the Employee have executed this Agreement
as of the date and year first forth above. The Bank shall execute this
Agreement upon its formation and capitalization.
UCB FINANCIAL GROUP, INC.
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
President and Chief Executive Officer
UNITED COMMERCIAL BANK
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
President and Chief Executive
Officer
EMPLOYEE:
/s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
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